<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 0-15700
WINDSOR PARK PROPERTIES 4, A CALIFORNIA LIMITED PARTNERSHIP
-----------------------------------------------------------
(Exact name of small business issuer in its charter)
California 33-0202608
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6430 South Quebec Street, Englewood, Colorado 80111
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (303) 741-3707
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 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 disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not 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: $1,048,000
DOCUMENTS INCORPORATED BY REFERENCE: None
Transitional small business disclosure format (check one): Yes [ ] No [X]
1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I
------
Page
----
<C> <S> <C>
Item 1. Description of Business 3
Item 2. Description of Properties 6
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
-------
Item 5. Market for the Partnership's Units and Related Security Holder Matters 8
Item 6. Management's Discussion and Analysis 8
Item 7. Financial Statements 11
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 23
PART III
--------
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of The Exchange Act 23
Item 10. Executive Compensation 24
Item 11. Security Ownership of Certain Beneficial Owners and Management 25
Item 12. Certain Relationships and Related Transactions 25
Item 13. Exhibits and Reports on Form 8-K 26
SIGNATURES 27
</TABLE>
2
<PAGE>
PART I
------
Certain matters discussed under the captions "Description of Business,"
"Description of Properties," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this Annual Report on Form
10-KSB may constitute forward-looking statements for purposes of Section 21E of
the Securities Exchange Act of 1934, as amended, and as such involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Windsor Park Properties 4, a California
Limited Partnership to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.
Item 1. DESCRIPTION OF BUSINESS
-----------------------
Windsor Park Properties 4, a California Limited Partnership (the "Partnership"),
was formed in June 1986 pursuant to the provisions of the California Uniform
Limited Partnership Act. The general partners of the Partnership are The
Windsor Corporation, a California corporation, and John A. Coseo, Jr. In
September of 1997, Chateau Communities, Inc. ("Chateau"), a publicly-held real
estate investment trust, purchased all of the outstanding capital stock of The
Windsor Corporation in exchange for 101,239 common shares of Chateau stock and
$750,000 in cash. Following the purchase of The Windsor Corporation shares, the
existing directors of The Windsor Corporation resigned, Chateau then appointed a
new Board of Directors and elected Steven G. Waite (a Vice President of Chateau)
as President to the Windsor Corporation.
Expiration Of Term Of Partnership
- ---------------------------------
In accordance with the Partnership's Agreement of Limited Partnership, the term
of the Partnership expired on December 31, 1997 and, unless the term of the
Partnership is extended, the general partners are obligated to take actions to
liquidate and dissolve the Partnership. Accordingly, in the fourth quarter of
1997, the general partners began to develop a plan to liquidate the Partnership.
The first phase of such plan of liquidation involved the Partnership's marketing
of its Sunrise Village property, a wholly-owned property, and Harmony Ranch
property, a partially-owned property, for approximately $1.7 million to a third
party in May 1998. The second phase of such plan of liquidation involved the
sale by the Partnership of its remaining assets not sold to third parties to
N'Tandem Trust, an externally-advised California business trust in which
Chateau, as of March 31, 1999, held 17% of the outstanding common stock
("N'Tandem"). Accordingly, the Partnership and N'Tandem have proposed a
transaction whereby the Partnership would sell its single remaining wholly-owned
property and its six partially-owned properties to N'Tandem. The consummation
of the proposed transaction with N'Tandem is subject to the satisfaction of
certain conditions, including the approval of a majority of the Partnership's
Limited partners. If the proposed transaction with N'Tandem is consummated, the
Partnership will be liquidated and dissolved and liquidating distributions will
be made to the partners in accordance with the terms of the Partnership's
Agreement of Limited Partnership.
The general partners anticipate that all of the Partnership's properties and
ownership interests in properties will be sold on or before June 30, 1999.
3
<PAGE>
The Partnership owns interests in the following manufactured home communities at
December 31, 1998:
<TABLE>
<CAPTION>
Date
Name of Property Ownership % Acquired Location
- ---------------- ----------- -------- --------
<S> <C> <C> <C>
Sunset Vista 100% April 1987 Magna, Utah
Big Country Estates 60% December 1986 Cheyenne, Wyoming
Harmony Ranch 75% December 1986 Thonotosassa, Florida
Rancho Margate 33% September 1995 Margate, Florida
Winter Haven 33% October 1995 Winter Haven, Florida
Apache East 25% February 1997 Phoenix, Arizona
Denali Park 25% February 1997 Phoenix, Arizona
</TABLE>
In April, 1998, the General Partners completed the sale of the Sunrise Village
property to an unaffiliated third party for approximately $1.7 million in which
the proceeds were used to payoff the Partnership's outstanding mortgage debt.
The Apache East and Denali Park Estates properties are owned by Windsor Park 345
("Windsor Park 345"), a California Limited Partnership. The Partnership is a
25% limited partner in Windsor Park 345. The Windsor Corporation, a General
Partner of the Partnership, is the general partner of Windsor Park 345, and of
Windsor Park Properties 3, a California Limited Partnership ("Windsor 3"),
Windsor Park Properties 5, a California Limited Partnership ("Windsor 5"),
Windsor Park Properties 7, a California Limited Partnership ("Windsor 7"), which
together own the remainder of the limited partner interests in Windsor Park 345.
The Rancho Margate and Winter Haven Properties are owned by Windsor Park 456
("Windsor Park 456"), a California limited Partnership. The Partnership is a
33% limited partner in Windsor Park 456. The Windsor Corporation, a General
Partner of the Partnership, is the general partner of Windsor Park 456, and of
Windsor Park Properties 5, a California Limited Partnership ("Windsor 5") and
Windsor Park Properties 6, a California Limited Partnership ("Windsor 6"), which
partnerships own the remaining 67% limited partner interest in Windsor Park 456.
The Partnership owns (i) a 60 percent undivided interest in Big Country Estates
as a tenant in common with Windsor 3, which owns a 40 percent undivided interest
in the Property and the Partnership (ii) owns a 75 percent undivided interest in
Harmony Ranch, as a tenant in common with Windsor 3, which owns the remaining 25
percent. Each of the Partnership's ownership interests in the Big Country
Estates and Harmony Ranch Properties are subject to joint venture agreements
relating to such Properties between the Partnership and Windsor 3.
No further property financings or investment property acquisitions are planned
by the General Partners.
The overall occupancy of the seven communities owned by the Partnership at
December 31, 1998 was approximately 95%. The General Partners continue to
maintain the properties in good condition and promote them to improve occupancy.
4
<PAGE>
Business of Issuer
- ------------------
The Partnership is currently in the business of managing, and eventually selling
the existing manufactured home communities. Competitors of the Partnership
include other public and private limited partnerships, individuals,
corporations, and other entities engaged in real estate investment activities.
Competition for such properties varies with changes in the supply or demand for
similar or competing properties in a given area, changes in interest rates and
the availability of mortgage funds, and changes in tax, real estate,
environmental, and zoning laws.
Partnership profitability depends in part on maximizing occupancy and rental
rates in its manufactured home communities. Rents and occupancy rates are
affected by both changes in general economic conditions and changes in local
conditions such as levels of employment, supply of other comparable units or
competitive housing alternatives, zoning laws, and the availability and cost of
energy and transportation.
All of the Partnership's properties are located in or near large urban areas.
Accordingly, they compete for rentals not only with other manufactured home
communities but with apartments and any other form of low-cost housing that
might exist.
The Partnership's profitability also depends on the minimization of both
property and partnership administration expenses. Expenses are affected by
changes in general economic trends and changes in local conditions such as
prevailing wages, utility rates, insurance costs, and real estate taxation
practices.
The Partnership has no employees. Partnership administrative services are
provided by The Windsor Corporation, which is reimbursed for costs incurred on
behalf of the Partnership. Chateau Communities, Inc. employs all of the
properties' on-site personnel and is reimbursed by the Partnership for all such
costs.
5
<PAGE>
Item 2. DESCRIPTION OF PROPERTIES
-------------------------
The Partnership owned interests in seven properties at December 31, 1998. The
Partnership operates its properties as manufactured home communities, renting
space to manufactured home tenants on a month-to-month basis. The properties
compete for rentals with other mobile home parks and apartments in their local
markets. All properties are encumbered except Big Country Estates and Sunset
Vista. It is the General Partners' opinion that the properties are in good
condition and are adequately insured.
<TABLE>
<CAPTION>
Sunset Big
Location Vista Country
------ Estates
Magna, ---------
Utah Cheyenne,
Wyoming
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
Percentage of Ownership 100% 60%
Date Acquired 4/87 12/86
Acreage 25 28
Number of Spaces 207 253
Monthly Rents (1) $ 219 $ 204
Occupancy Level:
December 31, 1998 100% 95%
Real estate taxes $ 29,100 $ 10,100
Federal tax basis (2) $2,004,400 $1,186,700
Mortgage Information:
Balance payable -- --
Interest rate -- --
Amortization period -- --
Maturity date -- --
Balance due at maturity -- --
</TABLE>
<TABLE>
<CAPTION>
Harmony Rancho Winter
Ranch Margate Haven
------------- -------- -------------
Location Thonotosassa, Margate, Winter Haven,
Florida Florida Florida
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Percentage of Ownership 75% 33% 33%
Date Acquired 12/86 9/95 10/95
Acreage 29 29 30
Number of Spaces 193 245 238
Monthly Rents (1) $ 237 $ 364 $ 224
Occupancy Level:
December 31, 1998 87% 97% 98%
Real estate taxes $ 36,800 $ 158,000 $ 36,900
Federal tax basis (2) $1,218,000 $2,052,300 $ 938,600
Mortgage Information:
Balance payable $1,200,000 $3,663,600 $1,610,300
Interest rate 8.87% 8.92% 8.92%
Amortization period 24 years 30 years 30 years
Maturity date 9/02 7/23 6/23
Balance due at maturity $1,200,000 $ 0 $ 0
</TABLE>
6
<PAGE>
Item 2. DESCRIPTION OF PROPERTIES (continued)
-------------------------
<TABLE>
<CAPTION>
Apache Denali
East Park
-------- --------
Location Phoenix, Phoenix,
Arizona Arizona
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Percentage of Ownership 25% 25%
Date Acquired 2/97 2/97
Acreage 16 33
Number of Spaces 123 162
Monthly Rents (1) $ 220 $ 202
Occupancy Level:
December 31, 1998 93% 91%
Real estate taxes $ 17,500 $ 24,100
Federal tax basis (2) $ 543,500 $700,900
Mortgage Information:
Balance payable $3,009,400 (3)
Interest rate 8.38% (3)
Amortization period 24 years (3)
Maturity date 3/06 (3)
Balance due at maturity $2,583,200 (3)
</TABLE>
(1) Average rental rates in effect on December 31, 1998.
(2) For income tax purposes, the properties and their components are
depreciated using both straight-line and accelerated methods over useful
lives ranging from 5 to 40 years.
(3) Same mortgage note payable as Apache East.
Item 3. LEGAL PROCEEDINGS
-----------------
There are no pending legal proceedings, other than ordinary routine litigation
incidental to the business, to which the Partnership is a party or of which any
of its properties is the subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No matters were submitted to the Partnership's Security holders during the
fourth quarter of the period covered by this report.
7
<PAGE>
PART II
-------
Item 5. MARKET FOR THE PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS
----------------------------------------------------------------------
A public market for the Partnership's units does not exist and is not likely to
develop. As of December 31, 1998 there were approximately 2,400 holders of
record holding an aggregate of 195,266 Units.
Cash distributions paid to limited partners since December 31, 1996 are as
follows:
<TABLE>
<CAPTION>
Per $1,000
Originally
Date Paid Amount (1) Invested (2)
- -----------------------------------------------------------------------------------
<S> <C> <C>
August 1998 $217,900 $10.84
February 1998 $217,800 $10.84
August 1997 $224,000 $11.14
February 1997 $224,000 $11.14
</TABLE>
(1) Amounts exclude General Partner participation.
(2) Computed based on $20,100,000 original investment.
Cash distributions paid to the General Partners since December 31, 1996 were
$9,000.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
The following discussion should be read in conjunction with the financial
statements and Notes thereto included elsewhere in this Annual Report.
Liquidity and Capital Resources
- -------------------------------
The Partnership's primary sources of cash during the years ended December 31,
1998 and 1997 were from the operations of its properties, joint venture
distributions and proceeds from the sale of Sunrise Village. The primary uses
of cash during the same period were for investments in joint ventures, cash
distributions to partners and payoff of the Partnership's Mortgage Note.
At December 31, 1998, the Partnership's total mortgage debt, including its
proportionate share of joint venture debt, was $3,375,000, consisting of
$900,000 of fixed rate debt and $2,475,000 of variable rate debt. The average
rate of interest on the fixed and variable rate debt was 8.9% at December 31,
1998. The Partnership and the affiliated entities are jointly and severally
liable for the full amounts of the loans obtained jointly.
8
<PAGE>
Expiration Of Term Of Partnership
- ---------------------------------
In accordance with the Partnership's Agreement of Limited Partnership, the term
of the Partnership expired on December 31, 1997 and, unless the term of the
Partnership is extended, the General Partners are obligated to take actions to
liquidate and dissolve the Partnership. Accordingly, in the fourth quarter of
1997, the General Partners began to develop a plan to liquidate the Partnership.
The first phase of such plan of liquidation involved the Partnership's marketing
of its Sunrise Village property, a wholly-owned property, and Harmony Ranch
property, a partially-owned property, for sale. As a result, the Partnership
sold the Sunrise Village Property to a third party in May 1998. The second
phase of such plan of liquidation involved the sale by the Partnership of its
remaining assets not sold to third parties to N'Tandem. Accordingly, the
Partnership and N'Tandem have proposed a transaction whereby the Partnership
would sell its single remaining wholly-owned property and its six partially-
owned properties to N'Tandem. The consummation of the proposed transaction with
N'Tandem is subject to the satisfaction of certain conditions, including the
approval of a majority of the Partnership's limited partners.
The General Partners anticipate that all of the Partnership's properties and
ownership interests in properties will be sold on or before June 30, 1999.
Results of Operations
- ---------------------
The Partnership realized net income before extraordinary item of $209,500 for
the year ended December 31, 1998 as compared to $38,900 for the year ended
December 31, 1997. The increase in net income is primarily due to the gain of
$115,000 on the sale of Sunrise Village and the decrease in operating expenses,
interest expense and depreciation expense as a result of the Sunrise Village
sale in April 1998 and an increase in equity in earnings of the joint venture
properties, offset by a decrease in rent and other revenues due to the Sunrise
Village sale.
Rent and utilities revenues decreased from $1,169,500 in 1997 to $815,500 in
1998. The overall decrease is attributable to the sale of Sunrise Village in
April of 1998.
Equity in earnings of joint ventures represents the Partnership's share of the
net income of the Big Country, Harmony Ranch, Rancho Margate, Winter Haven,
Apache East and Denali Park manufactured home communities. Equity in earnings
of joint ventures increased from $104,900 in 1997 to $110,900 in 1998, due
mainly to the increased occupancy of Apache East and Denali Park. The overall
occupancy of the Partnership's ownership interest properties increased from 93%
at December 31, 1997 to 94% at December 31, 1998.
Interest income decreased from $29,200 in 1997 to $24,600 due to lower average
cash balances maintained by the Partnership.
Property operating costs decreased from $809,100 in 1997 to $471,200 in 1998.
The decrease is attributable mainly to the sale of Sunrise Village.
Interest expense decreased from $172,300 in 1997 to $126,000 in 1998. Proceeds
from the sale of Sunrise Village were used to payoff the loan held by the
Partnership. Interest expense in 1998 includes the remaining loan origination
fee expensed at the time of sale.
Depreciation expense decreased from $239,100 in 1997 to $185,900 in 1998 due to
the sale of Sunrise Village.
9
<PAGE>
General and administrative expenses decreased slightly from $100,100 in 1997 to
$90,900 in 1998.
Inflation
- ---------
All of the leases or terms of tenants' occupancies at the properties allow for
at least annual rental adjustments. In addition, all of the leases are month-
to-month and enable the Partnership to seek market rentals upon reletting the
sites. Such leases generally minimize the risk to the Partnership of any
adverse effect of inflation.
Year 2000 Compliance
- --------------------
The general partners have assessed the impact of the year 2000 issue on its
reporting systems and operations. The year 2000 issue exists because many
computer systems and applications abbreviate dates by eliminating the first two
digits of the year, assuming that these two digits are always "19". As a
result, date-sensitive computer programs may recognize a date using "00" as the
year 1900 rather than the year 2000. Unless corrected, the potential exists for
computer system failures or incorrect processing of financial and operational
information, which could disrupt operations.
Substantially all of the computer systems and applications and operating systems
in use in use by the Windsor Corporation and the properties have been, or are in
the process of being upgraded and modified. The Partnership is of the opinion
that, in connection with those upgrades and modifications, it has addressed
applicable year 2000 issues as they might affect the computer systems and
applications located in the Partnership's offices and properties. The
Partnership anticipates that implementation of solutions to any year 2000 issue
which it may discover will require the expenditure of sums which the Partnership
does not expect to be material.
The Partnership is exposed to the risk that one or more of its vendors or
service providers may experience year 2000 problems which impact the ability of
such vendor or service provider to provide goods and services. Due to the
availability of alternative suppliers, this is not considered as significant a
risk with respect to the suppliers of goods. The disruption of certain
services, however, such as utilities, could, depending upon the extent of the
disruption, have a material adverse impact on the Partnership's operations. To
date, the Partnership is not aware of any vendor or service provider year 2000
issue that management believes would have a material adverse impact on the
Partnership's operations. The Partnership, however, has no means of ensuring
that its vendors or service providers will be year 2000 ready. The inability of
vendors or service providers to complete the year 2000 resolution process in a
timely fashion could have an adverse impact on the Partnership and the effect of
non-compliance by vendors or service providers is not determinable at this time.
Residents who pay rent to the Partnership do not pose year 2000 problems for the
Partnership given the type and nature of the Partnership's properties and
residents.
Widespread disruptions in the national or international economy, including
disruptions affecting the financial markets, resulting from year 2000 issues, or
in certain industries, such as commercial or investment banks, could also have
an adverse impact on the Partnership. The likelihood and effect of such
disruptions is not determinable at this time.
The Partnership expects to have all systems appropriately modified before any
significant processing malfunctions could occur and does not expect the year
2000 issue will materially impact the financial condition or operations of the
Partnership.
10
<PAGE>
Item 7. FINANCIAL STATEMENTS
---------------------
The following financial statements are filed as a part of this report:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 12
Balance Sheet as of December 31, 1998 13
Statements of Operations for the years ended
December 31, 1998 and 1997 14
Statements of Partners' Equity for the years ended
December 31, 1998 and 1997 15
Statements of Cash Flows for the years ended
December 31, 1998 and 1997 16
Notes to Financial Statements 17
</TABLE>
11
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of Windsor Park Properties 4
(a California Limited Partnership)
In our opinion, the accompanying balance sheet and the related statements of
operations, partners' equity and cash flows present fairly, in all material
respects, the financial position of Windsor Park Properties 4, a California
Limited Partnership (the "Partnership") at December 31, 1998, and the results of
its operations and its cash flows for each of the two years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
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 of these statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Note 1, the Partnership's term has expired. Accordingly, it is
the intention of the general partner to sell all of the Partnership's
properties. Following the consummation of such sales, the Partnership will be
liquidated and dissolved, and liquidating distributions will be made to the
Partners in accordance with the terms of the Agreement of Limited Partnership.
PricewaterhouseCoopers LLP
Denver, Colorado
March 19, 1999
12
<PAGE>
<TABLE>
<CAPTION>
WINDSOR PARK PROPERTIES 4
----------------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
December 31, 1998
--------------------------
ASSETS
- ------
<S> <C>
Property held for sale, net $ 1,682,900
Investments in joint ventures and limited partnerships held for sale 3,104,800
Cash and cash equivalents 535,600
Other assets 16,600
--------------------------
Total Assets $ 5,339,900
==========================
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Accounts payable $ 800
Accrued expenses 64,000
Tenant deposits and other liabilities 16,000
Due to general partners and affiliates 20,600
--------------------------
Total Liabilities 101,400
--------------------------
Commitments and Contingencies (Note 9) -
Partners' equity:
Limited partners 5,239,300
General partners (800)
--------------------------
5,238,500
--------------------------
Total Liabilities and Partners' Equity $ 5,339,900
==========================
</TABLE>
See accompanying notes to financial statements.
13
<PAGE>
WINDSOR PARK PROPERTIES 4
----------------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
<TABLE>
<CAPTION>
For The Year Ended December 31,
--------------------------------------------------------------------
1998 1997
-------------------------------- ------------------------------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $ 815,500 $ 1,169,500
Equity in earnings of joint ventures and limited partnerships 110,900 104,900
Interest 24,600 29,200
Gain of sale of property 115,000 -
Other 17,500 55,900
-------------------------------- ------------------------------
1,083,500 1,359,500
-------------------------------- ------------------------------
COSTS AND EXPENSES
- ------------------
Property operating 471,200 809,100
Depreciation 185,900 239,100
Interest 126,000 172,300
General and administrative:
Related parties 29,600 65,400
Other 61,300 34,700
-------------------------------- ------------------------------
874,000 1,320,600
-------------------------------- ------------------------------
Income before extraordinary item $ 209,500 $ 38,900
Extraordinary loss from early extinguishment of debt (35,500) -
-------------------------------- ------------------------------
Net Income $ 174,000 $ 38,900
================================ ==============================
Net income - general partners $ 37,900 $ 400
================================ ==============================
Net income - limited partners $ 136,100 $ 38,500
================================ ==============================
Basic and diluted earnings per limited partnership unit:
Income before extraordinary item $ 0.88 $ 0.20
-
Extraordinary loss from early extinguishment of debt (.18)
-------------------------------- ------------------------------
Net income - limited partners $ 0.70 $ 0.20
================================ ==============================
</TABLE>
See accompanying notes to financial statements.
14
<PAGE>
WINDSOR PARK PROPERTIES 4
----------------------------------
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
------------------------- ------------------------- ---------------------
<S> <C> <C> <C>
Balance at December 31, 1996 $ (30,100) $ 5,999,800 $ 5,969,700
Cash distributions (4,500) (448,000) (452,500)
Net income 400 38,500 38,900
Repurchase of limited partnership (37,600) (37,600)
Units
--------------- ------------------ ----------------
Balance at December 31, 1997 (34,200) 5,552,700 5,518,500
Cash distributions (4,500) (435,700) (440,200)
Net income 37,900 136,100 174,000
Repurchase of limited partnership
units (13,800) (13,800)
--------------- ------------------ ----------------
Balance at December 31, 1998 $ (800) $ 5,239,300 $ 5,238,500
=============== ================== ================
</TABLE>
See accompanying notes to financial statements.
15
<PAGE>
WINDSOR PARK PROPERTIES 4
----------------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
For The Year Ended December 31,
---------------------------------------------------------
1998 1997
--------------------------- -----------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 174,000 $ 38,900
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 185,900 239,100
Equity in earnings of joint ventures and limited
partnerships (110,900) (104,900)
Joint ventures' and limited partnerships' cash
distributions 110,900 104,900
(Gain) Loss on sale of property held for
investment or sale and other assets (115,000) 500
Extraordinary loss from early extinguishment of debt 35,500 -
Amortization of deferred financing costs 72,400 12,900
Changes in operating assets and liabilities:
Decrease in other assets 34,000 97,000
Increase (decrease) in accounts payable (23,700) 9,600
Increase (decrease) in accrued expenses 44,600 (12,200)
Decrease in tenant deposits and other liabilities - (8,700)
Increase (decrease) in due to general partners and
affiliates (16,800) 37,400
--------------------------- -------------------------
Net cash provided by operating activities 390,900 414,500
--------------------------- -------------------------
Cash flows from investing activities:
Joint ventures' and limited partnerships' cash
distributions 390,500 142,400
Increase in property held for sale (91,900) (49,600)
Proceeds from sale of property
and other assets 1,548,500 -
Investments in joint ventures and limited
partnerships (34,800) (561,000)
--------------------------- -------------------------
Net cash provided by (used in) investing activities 1,812,300 (468,200)
--------------------------- -------------------------
Cash flows from financing activities:
Cash distributions to partners (440,200) (452,500)
Repayments of mortgage note payable (1,775,000) -
Repurchase of limited partnership units (13,800) (37,600)
--------------------------- -------------------------
Net cash used in financing activities (2,229,000) (490,100)
--------------------------- -------------------------
Net decrease in cash and cash equivalents (25,800) (543,800)
Cash and cash equivalents at beginning of year 561,400 1,105,200
--------------------------- -------------------------
Cash and cash equivalents at end of year $ 535,600 $ 561,400
=========================== =========================
</TABLE>
See accompanying notes to financial statements.
16
<PAGE>
WINDSOR PARK PROPERTIES 4
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. THE PARTNERSHIP AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------
The Partnership
- ---------------
Windsor Park Properties 4, a California Limited Partnership (the "Partnership"),
was formed in June 1986 for the purpose of acquiring and holding existing
manufactured home communities for investment. The general partners of the
Partnership are The Windsor Corporation ("TWC"), a California corporation, and
John A. Coseo, Jr. In September 1997, Chateau Communities, Inc., ("Chateau") a
publicly held real estate investment trust, purchased 100 percent of the shares
of The Windsor Corporation. The Partnership was funded through a public
offering of 200,000 limited partnership units at $100 per unit, which commenced
in September 1986 and terminated in September 1987.
In accordance with the Partnership's Agreement of Limited Partnership, the term
of the Partnership expired on December 31, 1997 and, unless the term of the
Partnership is extended, the General Partners are obligated to take actions to
liquidate and dissolve the Partnership. Accordingly, in the fourth quarter of
1997, the General Partners began to develop a plan to liquidate the Partnership.
The first phase of such plan of liquidation involved the Partnership's marketing
of its Sunrise Village property, a wholly-owned property, and Harmony Ranch
property, a partially-owned property, for sale. As a result, the Partnership
sold the Sunrise Village Property for approximately $1.7 million to a third
party in May 1998. The second phase of such plan of liquidation involved the
sale by the Partnership of its remaining assets not sold to third parties to
N'Tandem Trust, an externally-advised California business trust in which
Chateau, as of March 31, 1999, held 17% of the outstanding common stock ("N'
Tandem"). Accordingly, the Partnership and N'Tandem have proposed a transaction
whereby the Partnership would sell its single remaining wholly-owned property
and its six partially-owned properties to N' Tandem. The consummation of the
proposed transaction with N'Tandem is subject to the satisfaction of certain
conditions, including the approval of a majority of the Partnership's limited
partners. If the proposed transaction with N'Tandem is consummated, the
Partnership will be liquidated and dissolved and liquidating distributions will
be made to limited partners in accordance with the terms of the Partnership's
Agreement of Limited Partnership.
Property Held For Sale
- ----------------------
During 1998 and 1997, property held was recorded at the lower of cost or net
realizable value and depreciated over various estimated useful lives (buildings
and improvements - 5 to 20 years; fixtures and equipment - 3 to 5 years) using
the straight-line method. The Partnership has continued to operate its property
held for sale in the normal course of business and, accordingly, has continued
to record depreciation expense. When assets were sold or otherwise disposed of,
the cost and related accumulated depreciation are removed from the accounts, and
any gain or loss is included in net income. Repairs and maintenance were charged
to operations as incurred.
17
<PAGE>
Investments in Joint Ventures and Limited Partnerships Held For Sale
- --------------------------------------------------------------------
The investments in joint ventures are accounted for utilizing the equity method
of accounting as the properties are subject to joint control requiring approval
or mutual agreement of the investors. The investment in limited partnerships is
also accounted for utilizing the equity method as the limited partners have
significant rights.
Income Taxes
- ------------
Under provisions of the Internal Revenue Code and the California Revenue and
Taxation Code, partnerships are generally not subject to income taxes. The tax
effect of any income or loss accrues to the individual partners.
Basic and Diluted Earnings per Limited Partnership Unit
- -------------------------------------------------------
Basic and diluted earnings per limited partnership unit are calculated based on
the weighted average number of limited partnership units outstanding during the
year and the net income allocated, which is the same as income available, to the
limited partners. Basic and diluted earnings per limited partnership unit are
the same, as the Partnership has no dilutive securities. The weighted average
number of limited partnership units outstanding during the years ended December
31, 1998 and 1997 was 195,429 and 196,334, respectively.
Statements of Cash Flows
- ------------------------
For purposes of the statements of cash flows, the Partnership considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Revenue Recognition
- -------------------
Rental income is recognized when earned and due from residents. The leases
entered into by residents for the rental of a site are generally for terms not
longer than one year and renewable upon the consent of both parties or, in some
instances, as provided by statute.
NOTE 2. PARTNERSHIP AGREEMENT
---------------------
In accordance with the partnership agreement, the maximum liability of the
limited partners is the amount of their capital contributions. The number of
limited partnership units outstanding at December 31, 1998 and 1997 was 195,266
and 195,576, respectively, which represented capital contributions of
$19,526,600 and $19,557,600, respectively. During the years ended December 31,
1998 and 1997, the Partnership repurchased 310 units and 1,519 units,
respectively for $13,800 and $37,600 respectively from the limited partners.
The general partners owned 1,030 units at both December 31, 1998 and 1997.
18
<PAGE>
The general partners are entitled to receive from the Partnership various fees
and compensation which are summarized as follows:
Operational Stage
- -----------------
The profits, losses and cash distributions of the Partnership during the
operational stage are allocated 99% to the limited partners and 1% to the
general partners.
The Partnership reimburses TWC for certain direct expenses, and employee,
executive and administrative time incurred on the Partnership's behalf. The
Partnership was charged $29,600 and $74,700 for such costs during the years
ended December 31, 1998 and 1997, respectively. These costs are included in
property operating and general and administrative expenses in the accompanying
statements of operations. As of December 31, 1998, the Partnership owed TWC
$20,600.
Liquidation Stage
- -----------------
The general partners receive 1% of cash distributions from the sale or financing
of Partnership properties. This participation increases to 15% after the
limited partners have received their original invested capital plus a 9%
cumulative, non-compounded, annual return.
The general partners generally receive 1% of profits and losses from the sale of
Partnership properties. However, if applicable, profits on sale will first be
allocated 100% to the general partners to the extent of their negative capital
account.
The general partners received cash distributions of $4,500 for each of the years
ended December 31, 1998 and 1997.
NOTE 3. PROPERTY HELD FOR SALE
----------------------
The property held for sale consists of one manufactured home community
summarized as follows:
Name of Property Date Acquired Location
---------------- -------------- -----------
Sunset Vista April 30, 1987 Magna, Utah
December 31, 1998
--------------------------
Land $ 613,700
Buildings and improvements 2,651,400
Fixtures and equipment 52,700
--------------------------
3,317,800
Less accumulated depreciation (1,634,900)
--------------------------
$ 1,682,900
==========================
19
<PAGE>
NOTE 4. INVESTMENTS IN JOINT VENTURES AND LIMITED PARTNERSHIPS HELD FOR SALE
--------------------------------------------------------------------
The Partnership's investments in joint ventures and limited partnerships consist
of interests in six manufactured home communities summarized as follows:
<TABLE>
<CAPTION>
Ownership
Name of Property Percentage Date Acquired Location
- ---------------- ---------- ------------- --------
<S> <C> <C> <C>
Big Country Estates 60% December 1, 1986 Cheyenne, Wyoming
Harmony Ranch 75% December 15, 1986 Thonotosassa, Florida
Rancho Margate 33% September 20, 1995 Margate, Florida
Winter Haven 33% October 11, 1995 Winter Haven, Florida
Apache East 25% February 18, 1997 Phoenix, Arizona
Denali Park 25% February 18, 1997 Phoenix, Arizona
</TABLE>
The remaining interests in the communities are owned by California limited
partnerships, which have the same General Partners as the Partnership.
The combined condensed financial position and results of operations of the joint
ventures and Limited Partnerships are as follows:
<TABLE>
<CAPTION>
December 31, 1998
-------------------------------
<S> <C>
Financial Position:
- -------------------
Property held for sale, net $ 17,450,800
Cash 94,600
Other assets 339,400
-------------------------------
Total assets $ 17,884,800
===============================
Mortgage notes payable $ 9,429,600
Accounts payable 15,600
Other liabilities 217,800
-------------------------------
Total liabilities 9,663,000
Partners' equity 8,221,800
-------------------------------
$ 17,884,800
===============================
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
For The Year Ended December 31,
------------------------------------------------------
1998 1997
------------------------- ----------------------
<S> <C> <C>
Results of Operations:
- ----------------------
Property revenues $ 3,483,600 $ 3,231,100
------------------------- ----------------------
Expenses:
Property operating 1,701,500 1,597,600
Interest 890,400 808,800
Depreciation 728,800 669,100
------------------------- ----------------------
3,320,700 3,075,500
------------------------- ----------------------
Net income $ 162,900 $ 155,600
========================= ======================
</TABLE>
NOTE 5. MORTGAGE NOTE PAYABLE
---------------------
In April 1998, the Partnership used the proceeds from the sale of Sunrise
Village to pay off its existing mortgage of $1,775,000. The loan was
collateralized by the Sunrise Village and Sunset Vista communities. The
Partnership recorded a gain of $115,000 on the sale of Sunrise Village.
NOTE 6. DISTRIBUTIONS TO LIMITED PARTNERS
---------------------------------
Distributions to limited partners in excess of net income allocated to limited
partners are considered a return of capital. A breakdown of cash distributions
to the limited partners for the years ended December 31, 1998 and 1997 follows:
<TABLE>
<CAPTION>
1998 1997
-------------------------------------- --------------------------------------
Per Per
Amount Unit Amount Unit
------ ---- ------ ----
<S> <C> <C> <C> <C>
Net income
- Limited Partners $ 136,100 $ .70 $ 38,500 $ 0.20
Return of capital 299,600 1.53 409,500 2.08
-------------------- ------------- -------------------- -------------
Total distributions $ 435,700 $ 2.23 $ 448,000 $ 2.28
==================== ============= ==================== =============
</TABLE>
NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
The carrying amounts of cash equivalents, other assets, accounts payable,
accrued expenses and other liabilities approximate fair value because of the
short maturity of these financial instruments.
21
<PAGE>
NOTE 8. SUPPLEMENTAL CASH FLOW INFORMATION
----------------------------------
<TABLE>
<CAPTION>
1998 1997
--------------- --------------
<S> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest (none capitalized) $126,000 $169,682
================= ================
</TABLE>
NOTE 9. CONTINGENCIES
-------------
The Partnership, as an owner of real estate, is subject to various environmental
laws. Compliance by the Partnership with existing laws has not had a material
effect on the results of operations, financial condition or cash flows of the
Partnership, nor does management believe it will have a material impact in the
future.
The Partnership is jointly and severally liable for $9,429,600 of debt issued by
affiliated entities in which it has a joint venture or limited partnership
investment.
NOTE 10. RELATED PARTY TRANSACTIONS
--------------------------
Chateau and/or its predecessor have been providing property management services
to the Partnership since 1992. For this service, Chateau is paid a property
management fee, which is based on a percentage of actual gross receipts of the
properties. The total management fees paid to Chateau were $41,300 and $58,100
for the years ended December 31, 1998 and 1997, respectively. In addition
certain direct expenses are paid by Chateau on behalf of the Partnership and
then reimbursed by the Partnership. These amounts were $124,100 and $184,300 for
the years ended December 31, 1998 and 1997, respectively.
NOTE 11. EXTRAORDINARY ITEM - EARLY EXTINGUISHMENT OF DEBT:
--------------------------------------------------
The extraordinary loss in the accompanying statements of income represent a
prepayment penalty incurred in connection with the early extinguishment of debt.
22
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
There were no disagreements over accounting or financial disclosure with the
independent accountants for the Partnership.
PART III
--------
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
--------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
The general partners of the Partnership are The Windsor Corporation and John A.
Coseo, Jr.
In July 1994, The Windsor Corporation merged into Windsor Group, Inc., a
majority-owned subsidiary. In conjunction with the merger, Windsor Group, Inc.
changed its name to The Windsor Corporation, (hereafter, "The Windsor
Corporation").
These entities were incorporated in 1977 and 1992, respectively, to engage in
the real estate syndication business. Historically, they have concentrated
solely on the acquisition, management, and sale of fully-developed manufactured
home communities through the investment programs which they sponsor.
The executive officers of The Windsor Corporation do not receive direct
compensation from the Partnership in these capacities and are only required to
spend such time on the Partnership's affairs as is deemed necessary.
Substantial amounts of these officers' time is spent on matters unrelated to the
Partnership.
The names, ages, and nature of the positions held by the directors and executive
officers of The Windsor Corporation follow:
<TABLE>
<CAPTION>
Name Age Office
- ------------------------------------------ ----------- ------------------------------------------------------
<S> <C> <C>
Steven G. Waite 44 President and Director
Gary P. McDaniel 53 Director
C.G. Kellogg 55 Director
</TABLE>
A brief background of the general partners, directors and certain executive
officers of The Windsor Corporation follows.
Steven G. Waite (44) joined The Windsor Corporation in August 1997 as President
and a director. Since 1991, until his involvement with Windsor, Mr. Waite
served as Vice President/General Manager of the Communities Division at Clayton
Homes. He was responsible for the original start up of this division, and
subsequently built it into a successful and profitable area of Clayton Homes,
expanding from eight communities to 67 communities. In addition, Mr. Waite has
over eight years of experience in the manufactured home community-lending arena.
He earned a Bachelor of Arts degree from the University of Colorado and a Master
of Business Administration from the University of Alabama. Mr. Waite is active
in the Manufactured Housing Institute.
Gary P. McDaniel (53) has been Chief Executive Officer and a director of Chateau
Communities, Inc., since February 1997 and is a trustee of Windsor Real Estate
Investment Trust 8, a real estate investment trust that is advised by the
Windsor Corporation. He served as the Chairman of the Board,
23
<PAGE>
President and Chief Executive Officer for ROC Communities, Inc. since 1993, has
been a principal of ROC and its predecessors since 1979, and has been active in
the manufactured home industry since 1972. Mr. McDaniel has been active in
several state and national manufactured home associations, including
associations in Florida and Colorado. In 1996, he was named "Industry Person of
the Year" by the National Manufactured Housing Industry Association. Mr.
McDaniel is on the Board of Directors of the Manufactured Housing Institute. He
is a graduate of the University of Wyoming and served as a Captain in the United
States Air Force.
C.G. ("Jeff") Kellogg (55) has been President and a director of Chateau
Communities, Inc. since its inception and was Chief Executive Officer of the
Company from its inception to February 1997. For the five years preceding the
formation of Chateau Communities, Inc., Mr. Kellogg was President and Chief
Operating Officer of Chateau Estates. He is extremely active in local and
national industry associations, often in leadership positions. Mr. Kellogg is a
past President of the Michigan Manufactured Housing Association and served on
the Manufactured Housing Institute's Community Operations Committee. He is a
graduate of Michigan Technological University with a B.S. in Civil Engineering.
John A. Coseo, Jr. (59) was the founder of The Windsor Corporation in 1977 and
has been actively involved in all facets of the manufactured housing business
since that time. Mr. Coseo resigned from his positions as a director and
executive officer of the Windsor Corporation in 1997. From 1979 to the present,
Mr. Coseo has acted as general partner or advisor in the acquisition and
management of 56 manufactured home communities throughout the United States.
Mr. Coseo is a general partner of seven limited partnerships which have
registered their securities under the Securities and Exchange Act of 1934.
Item 10. EXECUTIVE COMPENSATION
----------------------
The Partnership has not paid and does not propose to pay any remuneration or
retirement benefits to John A. Coseo, Jr. or the directors or executive officers
of The Windsor Corporation. Refer to Item 12 (Certain Relationships and Related
Transactions) for cash distributions and expense reimbursements paid to The
Windsor Corporation by the Partnership.
24
<PAGE>
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
No person is known by the Partnership to be the beneficial owner of more
than 5% of the limited partnership units.
(b) Security Ownership of Management
The following table presents certain information regarding the number of units
owned, directly or indirectly, by (i) each General Partner and (ii) all General
Partners as a group as of December 31, 1998:
<TABLE>
<CAPTION>
Amount and Nature of Percent of Class
Title of Class Beneficial Owner Beneficial Ownership
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Units of Limited John A. Coseo, Jr.,
Partnership Interest a general partner 30 .015%
Units of Limited The Windsor
Partnership Interest Corporation, 1,000 .512%
a general partner ----- ----
Units of Limited All general partners
Partnership Interest as a group 1,030 .527%
===== ====
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The following table reflects all compensation accrued or paid to the General
Partners during the years ended December 31, 1998 and 1997.
<TABLE>
<CAPTION>
Form of Compensation and Entity Receiving 1998 1997
- ----------------------------------------- ---- ----
<S> <C> <C>
Expense reimbursement - The Windsor Corporation $29,600 $74,700
Cash distributions - The Windsor Corporation $ 4,500 $ 4,500
</TABLE>
25
<PAGE>
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits and Index of Exhibits
(3) - Certificate and Agreement of Limited Partnership filed as
Exhibit A to Registration Statement No. 33-6812 and incorporated
herein by reference.
(27) - Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K during the last quarter of the
period covered by this Form 10-KSB.
26
<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 on this 6th day May 1999.
WINDSOR PARK PROPERTIES 4
A California Limited Partnership by:
THE WINDSOR CORPORATION
By: /s/ Steven G. Waite
----------------------------------
STEVEN G. WAITE
President
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Steven G. Waite President of The Windsor Corporation, May 6, 1999
- ------------------------------- a general partner of the Partnership
STEVEN G. WAITE
/s/Gary P. McDaniel Director May 6, 1999
- -------------------------------
GARY P. MCDANIEL
/s/C.G. Kellogg Director May 6, 1999
- -------------------------------
C.G. KELLOGG
/s/John A. Coseo, Jr. General Partner May 6, 1999
- -------------------------------
JOHN A. COSEO, JR.
</TABLE>
27
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 535,600
<SECURITIES> 0
<RECEIVABLES> 16,600
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,682,900
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,339,900
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,238,500
<TOTAL-LIABILITY-AND-EQUITY> 5,339,900
<SALES> 0
<TOTAL-REVENUES> 1,048,000
<CGS> 0
<TOTAL-COSTS> 471,200
<OTHER-EXPENSES> 276,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 126,000
<INCOME-PRETAX> 174,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 174,000
<EPS-PRIMARY> .88
<EPS-DILUTED> .88
</TABLE>
