SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ____________
Commission file number 1-9423
GALAXY CABLEVISION, L.P.
(Exact name of Registrant as specified in its charter)
Delaware 43-1429049
----------------------- ----------------------------------
(state of incorporation) (IRS Employer Identification Number)
c/o Galaxy Cablevision Management, Inc.
1220 North Main, Sikeston, Missouri 63801
----------------------------------------- ----------
(address of principle executive offices) (zip code)
Registrant's telephone number, including area code (314) 471-3080
Indicate by check mark whether the Registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the previous 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
------- ------
Number of Limited Partnership Units outstanding as of November 8, 1995 -
2,142,000
GALAXY CABLEVISION, L.P.
FORM 10-Q<PAGE>
FOR THE NINE MONTHS ENDED SEPTEMBER 30 , 1995
INDEX
PAGE
PART I. Financial Information
Item 1. Financial Statements ............... 3
Notes to Financial Statements .......... 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations .................... 10
PART II. Other Information .................. 13
2<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. -- FINANCIAL STATEMENTS
GALAXY CABLEVISION, L.P.
(IN PROCESS OF LIQUIDATION-NOTES 1 & 2)
STATEMENTS OF NET ASSETS IN PROCESS OF LIQUIDATION
(unaudited)
September 30, 1995 December 31, 1994
CASH AND CASH EQUIVALENTS $1,915,664 $14,571,652
OTHER CURRENT ASSETS 631,825 767,002
ESCROW DEPOSITS 0 100,000
DUE FROM AFFILIATES-NET 0 327,071
INVESTMENT IN AFFILIATE (Note 5) 3,800,000 2,500,000
CABLE TELEVISION SYSTEMS 0 3,550,000
NOTES RECEIVABLE 1,747,037 1,561,256
--------------- ---------------
TOTAL ASSETS 8,094,526 23,376,981
--------------- ---------------
NOTES PAYABLE 0 1,281,816
ACCOUNTS PAYABLE 0 602,448
ACCRUED EXPENSES AND OTHER
LIABILITIES 94,720 703,383
ACCRUED DISTRIBUTIONS TO PARTNERS 0 11,250,909
RESERVE FOR ESTIMATED COSTS
DURING PERIOD OF LIQUIDATION 525,017 1,200,000
--------------- ---------------
TOTAL LIABILITIES 619,737 15,038,556
--------------- ---------------
NET ASSETS IN PROCESS
OF LIQUIDATION $ 7,474,789 $8,338,425
========== ===========
See notes to financial statements.
3<PAGE>
GALAXY CABLEVISION, L.P.
(IN PROCESS OF LIQUIDATION-NOTES 1 & 2)
STATEMENT OF CHANGES IN NET ASSETS IN PROCESS OF LIQUIDATION
(unaudited)
For the For the
Three Months Ended Nine Months Ended
September 30, 1995 September 30, 1995
-------------------- -------------------
Net Assets in Process of Liquidation,
beginning of period $6,674,789 $8,338,425
Increase in Value of Investment
of Affiliate 800,000 1,300,000
Expenses in Excess of Revenues from
Operations (969) (684,238)
Distributions paid (Note 4) 0 (2,163,636)
Reduction in Reserve for
Estimated Costs During
Period of Liquidation 969 684,238
--------------- ---------------
Net Assets in Process
of Liquidation as of
September 30, 1995 $7,474,789 $7,474,789
========== ===========
4<PAGE>
GALAXY CABLEVISION, L.P.
STATEMENT OF OPERATIONS
(Historical Cost Basis)
(Unaudited)
For the For the
Three Months Ended Nine Months Ended
September 30, 1994 September 30, 1994
-------------------- -------------------
SUBSCRIPTION SERVICES REVENUE $5,085,018 $15,244,882
--------------- ---------------
OPERATING EXPENSES:
Systems operations (exclusive of
depreciation and amortization
expense shown separately below):
Related Party 1,500 20,346
Other 2,172,372 6,242,628
--------------- ---------------
2,173,872 6,262,974
Selling, general and administrative:
Related Party 331,225 1,206,808
Other 1,112,171 3,121,312
--------------- ---------------
1,443,396 4,328,120
Depreciation Expense 646,432 3,848,646
Amortization Expense 110,284 353,963
--------------- ---------------
Total operating expenses 4,373,984 14,793,703
--------------- ---------------
OPERATING INCOME 711,034 451,179
GAIN ON SALE OF CABLE SYSTEMS 31,552,357 31,552,357
EQUITY IN LOSS OF INVESTEE (188,615) (593,708)
INTEREST INCOME 36,979 109,443
OTHER EXPENSE (NET) (71,294) (152,754)
INTEREST EXPENSE (587,419) (1,448,170)
--------------- ---------------
NET EARNINGS $31,453,042 $29,918,347
========== ===========
ALLOCATION OF NET EARNINGS
General Partners $ 314,530 $ 299,183
========== ===========
Limited Partners $31,138,512 $29,918,347
========== ===========
NET EARNINGS PER LIMITED
PARTNERSHIP UNIT $ 14.54 $ 13.83
========== ===========
5<PAGE>
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 2,142,000 2,142,000
========== ===========
See notes to financial statements.
6<PAGE>
GALAXY CABLEVISION, L.P.
STATEMENT OF CASH FLOWS
(Historical Cost Basis)
(Unaudited)
For the For the
Three Months Ended Nine Months Ended
September 30, 1994 September 30, 1994
-------------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings
(Historical Cost Basis) $31,453,042 $29,918,347
Adjustments to reconcile net
loss to net cash flow provided
by operating activities:
Depreciation and amortization 756,716 4,202,609
Gain on sale of cable systems (31,552,357) (31,552,375)
Loss on sale of assets 12,061 27,281
Equity in loss of investee 188,615 593,708
Net changes in assets and liabilities:
Subscriber receivables 266,672 150,450
Prepaid expenses and other assets 233,422 49,536
Due to affiliate - net 76,857 (84,874)
Accounts payable 386,744 532,346
Accrued expenses and
other liabilities (279,624) (306,097)
--------------- ---------------
Net cash provided by
operating activities 1,542 148 3,530,949
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of cable systems 41,491,051 41,491,051
Proceeds from sale of assets (18,565) 7,817
Upgrade of cable TV systems (252,503) (1,161,610)
Purchase of vehicles and
equipment (61,653) (449,164)
Proceeds from note receivable 13,550
--------------- ---------------
Net cash provided by
investing activities 41,158,330 39,901,644
--------------- ---------------
7<PAGE>
GALAXY CABLEVISION, L.P.
STATEMENT OF CASH FLOWS
(Historical Cost Basis)
(Unaudited)
For the For the
Three Months Ended Nine Months Ended
September 30, 1994 September 30, 1994
-------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowing 85,230
Repayments of borrowings (24,326,414) (25,410,225)
--------------- ---------------
Net cash used in
financing activities (24,326,414) (25,324,995)
--------------- ---------------
NET INCREASE IN CASH 18,374,064 18,107,598
CASH AT BEGINNING OF THE PERIOD 208,879 475,345
--------------- ---------------
CASH AT END OF THE PERIOD $ 18,582,943 $ 18,582,943
========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest $ 741,515 $ 1,659,661
========== ===========
See notes to financial statements.
8<PAGE>
GALAXY CABLEVISION, L.P.
(In Process of Liquidation - Notes 1 & 2)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
1. STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION
The attached interim financial statements are unaudited; however,
in the opinion of management, all adjustments necessary for a
fair presentation of financial position and results of operations
have been made, including those required for liquidation basis
accounting. The interim financial statements are presented in
accordance with the rules and regulations of the Securities and
Exchange Commission and consequently do not include all the
disclosures required by generally accepted accounting principles.
It is suggested that the accompanying financial statements be
read in conjunction with the Partnership's Annual Report on Form
10-K for the year ended December 31, 1994.
On September 30, 1994, the partnership adopted the liquidation
basis of accounting as a result of the Texas-Louisiana Sale (see
below). The statements of net assets in process of liquidation
at September 30, 1995 and December 31, 1994 and the statements of
changes in net assets in process of liquidation for the three
months and nine months ended September 30, 1995 have been
prepared on a liquidation basis. Assets have been presented at
estimated net realizable value and liabilities have been
presented at estimated settlement amounts.
The valuation of assets and liabilities necessarily requires many
estimates and assumptions and there are uncertainties in carrying
out the liquidation of the Partnership's assets. The actual
value of liquidating distributions, if any, will depend on a
variety of factors, including the actual timing of distributions
to Unitholders, and the resolution of the Partnership's
contingent liabilities and the costs of winding up. The actual
amounts are likely to differ from the amounts presented in the
financial statements.
The statements of operations and cash flows for the three months
and nine months ended September 30, 1994 have been prepared using
the historical cost (going concern) basis of accounting on which
the Partnership had previously been reporting its financial
condition and its results of operations.
2. SALE OF CABLE TELEVISION SYSTEMS
On September 30, 1994, the partnership sold all of the Texas-
Louisiana Systems, which consisted of 34,355 basic subscribers as
9<PAGE>
of such date (approximately 59% of the Partnership's total basic
subscribers), to Friendship Cable of Texas. Inc. (the "Texas-
Louisiana Sale") for a purchase price of $42,625,000 (before
proration of certain expenses).
The Kentucky Systems, which served 15,270 basic subscribers as of
November 30, 1994, were sold on December 23, 1994 to Galaxy
Telecom, L.P. (the "Kentucky Sale") for $18,437,500 (before
proration of certain expenses).
On December 7, 1994 the Austin Systems, which served 5,417 basic
subscribers as of November 30, 1994, were sold to Time Warner
Entertainment Company, L.P., through its division Time Warner
Cable Ventures ("Time Warner") for $7,300,000 (before proration
of certain expenses).
On March 31, 1995 the Cameron Systems, which served 3,755 basic
subscribers as of such date, were sold to Galaxy Telecom, L.P.
for a purchase price of $3,550,000. The purchase price was paid
by delivery to the Partnership of cash in the amount of
$3,350,000 (before proration of certain expenses), and a
promissory note in the amount of $200,000 executed by Galaxy
Telecom, Inc., the managing general partner of Galaxy Telecom,
L.P. The $200,000 promissory note (the "Telecom Note") is a
balloon note under which all principal and interest are due and
payable in March, 2004. Interest is compounded annually and
accrues at rates from 9% to 17% over the 9 year term. This note
is included in notes receivable on the statement of net assets in
process of liquidation as of September 30, 1995.
On December 23, 1995, the same date the Partnership entered into
a definitive asset purchase agreement to sell the Cameron
Systems, an agreement was reached between Galaxy and the Gleasons
providing for the purchase of the Telecom Note by the Gleasons
from the partnership upon the Partnership making one or more
distributions to Unitholders amounting in the aggregate to $1 per
Unit or more, excluding any distribution from the proceeds of the
Kentucky Sale or the Cameron Sale. Under the agreement (the "Put
Agreement"), the purchase price to be paid by the Gleasons for
the Telecom Note is equal to the principal plus all accrued
interest as of the date of such purchase.
3. RELATED PARTY TRANSACTIONS
The Partnership has historically shared certain operational and
administrative expenses with other companies affiliated with the
General Partners. Expenses which cannot be specifically
identified to a particular company are allocated to the various
companies using a formula that relates benefits derived to
10<PAGE>
subscribers of each company, homes passed of each company and/or
revenues of each company. Management believes this allocation
method and the resulting expenses are reasonable. For the three
months ended September 30, 1994, there were $1,500 of systems
operating expenses and $331,225 of selling, general and
administrative expenses allocated to the Partnership from a
related party. For the nine months ended September 30, 1994,
there were $20,346 of systems operating expenses and $1,206,808
of selling, general and administrative expenses allocated to the
Partnership from a related party. There were no such expenses
for the three months ended September 30, 1995. For the nine
months ended September 30, 1995 there were $1,846 of systems
operation expenses and $2,266 of selling, general and
administrative expenses allocated to the Partnership from a
related party.
The Partnership pays to the Managing General Partner management
fees for management services. Payments for such expenses for the
three month and nine month periods ended September 30, 1995 were
$3,774 and$26,446, respectively. Payments for the three months
ended September 30, 1994 totaled $229,634. Payments for the nine
months ended September 30, 1994 totaled $686,828. The
Partnership has historically used a related entity to provide air
travel to the various regions where it operates CATV systems and
the corporate offices. These payments totaled $33,361 and
$92,958 for the three months ended September 30, 1994 and the
nine month period ended September 30, 1994, respectively. There
were no such expenses during 1995. The expense is based on an
hourly in-flight charge plus fuel and other direct costs. In
addition, the Partnership leases certain office space from a
shareholder of a related entity. The rental expenses for the
third quarter of 1994 and 1995 were $30,000 and $0, respectively.
The rental expenses for the first nine months of 1994 and 1995
were $86,503 and $26,400, respectively. Such transactions with
related entities are on terms at least as favorable as those
prices and terms being offered generally in the same marketplace
by unrelated entities for goods and services as nearly identical
as possible in regard to quality, technical advancement and
availability.
4. DISTRIBUTIONS TO UNITHOLDERS AND GENERAL PARTNERS
On April 10, 1995, the Managing General Partner of the
Partnership approved a distribution of $1.00 per unit payable on
May 5, 1995, to the Unitholders of record as of the close of
business on April 24, 1995. This distribution resulted in a
payment of $2,142,000 to the Unitholders and $21,636 to the
General Partners.
11<PAGE>
5. INVESTMENT IN AFFILIATE
The investment in affiliate, "Charter Holdings Investment", has
been adjusted to approximate the net realizable value of the
Company's investment assuming a discount factor of approximately
30% applied to the quoted price of CableMaxx, Inc. common stock
multiplied by the estimated number of shares of such common stock
indirectly owned by the Partnership through its investment in
Charter Wireless Cable Holdings, L.L.C. (approximately 730,000
shares). The only assets held by Charter Wireless Holdings,
L.L.C. are shares of CableMaxx, Inc, a publicly traded operator
of certain wireless cable television systems located in Texas.
On September 12, 1995, CableMaxx, Inc. (_CableMaxx_) announced
the signing of a definitive agreement with Heartland Wireless
Communications, Inc. (_Heartland_) in connection with a proposed
merger of CableMaxx into a subsidiary of Heartland. In the
merger, CableMaxx stockholders would receive newly issued
publicly tradable shares of Heartland valued at $8.50 per share
of CableMaxx stock subject to adjustment and CableMaxx would
become a wholly owned subsidiary of Heartland.
12<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2.--MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Partnership realized no revenues in excess of expenses from
operations during the first nine month of 1995, as expenses
incurred were generally anticipated and within amounts accrued
for such purposes under accrued expenses and other liabilities
and reserve for estimated costs during period of liquidation.
Aside from such expenses, no adjustment was made to the reserve
for estimated costs during the period of liquidation. The
revenues in excess of expenses from operations is unaffected by
depreciation and amortization expenses, as such expenses are not
recognized under liquidation basis accounting.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1994, the Partnership had $14,571,652 in cash
and cash equivalents deposited primarily in interest-bearing
accounts. On January 20, 1995, the Partnership paid
distributions to the Unitholders and General Partners in the
amount of $11,250,909. On January 31, 1995 the Partnership paid
$450,000 to satisfy total in full all principal indebtedness
under its Revolving Credit and Term Loan Agreement with Fleet
National Bank. On March 31, 1995 the Partnership received cash
proceeds from the Cameron Sale of $3,350,000. On May 5, 1995 the
Partnership paid distributions to the Unitholders and General
Partners in the total amount of $2,163,636. During the first
nine months of 1995, the Partnership also paid other liabilities
and expenses, leaving a balance of $1,915,664 in cash and cash
equivalents deposited mainly in interest-bearing accounts as of
September 30, 1995.
As of September 30, 1995, other current assets is comprised of
interest accrued on notes receivable of $606,291, and
miscellaneous receivables of $25,321.
As of September 30, 1995, cash and cash equivalents exceeded
total liabilities by $1,295,927. The liquidity needs of the
Partnership for the remainder of 1995 are expected to be
satisfied by existing cash reserves or by the proceeds from the
sale of the remaining assets.
13<PAGE>
The Partnership accrued a reserve of $1,200,000 as of December
31, 1994 to cover certain costs during the period of liquidation,
such as the accrual for state income taxes, future losses from
operations of the Cameron Systems, future state income tax
liabilities, professional fees, general and administration
expenses, contingency reserves and other costs related to
dissolution and winding up. Actual expenses of $674,983 were
paid in 1995 and charged against such reserve, reducing the
reserve to $525,017 as of September 30, 1995.
DISSOLUTION; WINDING UP
Having sold all of its operating assets, the Partnership is now
in dissolution. The Managing General Partner is in the process
of liquidating the Partnership's non-operating assets and winding
up the Partnership's affairs. In connection with the Cameron
Sale, Galaxy received and now holds the Telecom Note, which is a
promissory note in the amount of $200,000 from Galaxy Telecom,
Inc., the managing general partner of Galaxy Telecom, L.P., the
purchaser of the Cameron Systems. Galaxy also holds the Harron
Note, which is a note receivable in the face amount of $1,500,000
from Harron Cablevision of Texas, Inc. Galaxy's only other
significant non-cash asset is its minority (approximately 14.6%)
interest in Charter Wireless Cable Holdings, L.L.C. ("Charter
Holdings"), which is the majority owner of CableMaxx, Inc. a
publicly traded operator of certain wireless cable television
systems located in Texas (the "Charter Holdings Investment").
None of the Telecom Note, the Harron Note or the Charter Holdings
Investment are currently liquid. Under the terms of the
governing documents of Charter Holdings, the Partnership cannot
transfer its ownership interest in Charter Holdings without the
consent of the other members and, even if such consents were
obtained, the Managing General Partner believes the Partnership
would be required to sell its investment at a substantial
discount. However, the Managing General Partner believes that
Charter Holdings may ultimately either liquidate its investment
in CableMaxx and distribute the proceeds to the members,
including Galaxy, or distribute the CableMaxx stock directly to
the members. It is therefore the Managing General Partner's
current intention to continue to hold the Charter Holdings
Investment until such distribution unless the Partnership is able
to sell the investment without substantial discount. The
Partnership cannot predict when it will receive distributions, if
any, in respect of the Charter Holdings Investments.
The Harron Note is a balloon note under which all principal and
accrued interest is not payable until June 1996. Principal and
interest accrued through September 30, 1995 equals approximately
14<PAGE>
$2,100,000. Although the Partnership is not restricted from
selling the Harron Note, the Managing General Partner believes
that such a sale would be at a substantial discount to the value
of the note. As a result, the Managing General Partner currently
expects to hold the Harron Note until its maturity.
The Telecom Note is also a balloon note, under which all
principal and accrued interest are due and payable in March 2004.
Galaxy is restricted from selling the Telecom Note to anyone
except an affiliate of the Partnership. On December 23, 1994,
Galaxy entered into an agreement with Tommy L. Gleason and Tommy
L. Gleason, Jr. (the "Gleasons") which requires the Gleasons to
purchase the Telecom Note from the Partnership upon the
Partnership thereafter making one or more distributions to
Unitholders amounting in the aggregate to $1 per Unit or more,
excluding any distribution from the proceeds of the Kentucky Sale
or the Cameron Sale. Under the agreement (the "Put Agreement"),
the purchase price to be paid by the Gleasons for the Telecom
Note is equal to the principal plus all accrued interest as of
the date of such purchase. The Managing General Partner
currently intends to hold the Telecom Note until it is purchased
by the Gleasons in accordance with the Put Agreement.
In connection with the Texas-Louisiana Sale and the Austin Sale,
the Partnership has undertaken certain indemnification
obligations. Specifically, Galaxy has agreed to indemnify
Friendship, the purchaser of the Texas-Louisiana Systems, for
certain damages, liabilities, costs and expenses incurred by
Friendship solely as a result of any breach by Galaxy of any
written representation, warranty agreement or covenant of Galaxy
contained in the Texas-Louisiana Purchase Agreement and for
liabilities arising out of ownership of the systems prior to
September 30, 1994. The Partnership's maximum liability for such
breach is $2,000,000. Galaxy's representations and warranties
survive until March 31, 1996 (except as to tax matters, which
survive for the applicable statute of limitations). Any claims
for indemnification cannot be made until the total of all such
claims exceeds $50,000.
The Partnership has also agreed to indemnify Time Warner, the
purchaser of the Austin Systems, for certain claims, losses,
liabilities, damages, liens, penalties, costs and expenses
incurred by Time Warner as a result of any breach by Galaxy of
any written representation, warranty, agreement or covenant of
Galaxy contained in the Austin Purchase Agreement. The
Partnership's maximum liability for such breach is $1,200,000.
The representations and warranties survive until June 7, 1996,
and any claim for indemnification must be made by September 5,
15<PAGE>
1996. No claim can be made until the total of all such claims
exceeds $25,000.
The risk of Galaxy being required to pay an indemnification claim
is a factor which the Managing General Partner will consider in
determining the amount and timing of any future distributions to
Unitholders. The Managing General Partner believes that the
likelihood of such a claim being brought by Friendship or Time
Warner decreases with the passage of time.
16<PAGE>
PART II. OTHER INFORMATION
Items 1 through 5
None.
Item 6
(a) Exhibits
Exhibit
Number Description Reference
3(a) Certificate of Limited Incorporated by reference
Partnership of Registrant, to Exhibit 3(a) of
filed with the state of Amendment No. 1 (filed
Delaware on December 15, 1986. February 18, 1987) to
Galaxy's Registration
Statement on Form S-1
(filed January 16, 1987),
Commission File No. 33-
11388.
3(b) Amended and Restated Incorporated by reference
Certificate of Limited to Exhibit 3(b) of
Partnership of Registrant, Amendment No. 1 (filed
filed with the Secretary of February 18, 1987) to
State of Delaware on January Galaxy's Registration
16, 1987. Statement on Form S-1
(filed January 16, 1987),
Commission File No. 33-
11388.
3(c) Amended and Restated Agreement Incorporated by reference
of Limited Partnership of to Exhibit 3(c) of
Registrant, dated February 1, Amendment No. 1 (filed
1987 February 18, 1987) to
Galaxy's Registration
Statement on Form S-1
(filed January 16, 1987),
Commission File No. 33-
11388.
(b)
Reports on Form 8-K
17<PAGE>
No current report on Form 8-K was filed by the Partnership during
the quarter ended September 30, 1995.
18<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GALAXY CABLEVISION, L.P.
BY: GALAXY CABLEVISION MANAGEMENT, L.P.,
as Managing General Partner
BY: GALAXY CABLEVISION MANAGEMENT, INC.,
as General Partner
Date: November 13, 1995 /s/ Tommy L. Geason, Jr.
______________________________
BY: Tommy L. Gleason, Jr.
President and Director
Date: November 13, 1995 /s/ J. Keith Davidson
_________________________________
BY: J. Keith Davidson
Chief Financial Officer
19<PAGE>
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