<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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
33-11396-A
LMR LAND COMPANY, 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.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference in Part IV:
Prospectus of Registrant, dated April 1, 1987, as filed
pursuant to Rule 424(b) of the Securities and Exchange
Commission.
<PAGE>
PART I
Item 1. Business
LMR Land Company, Ltd. ("Registrant"), is a
Tennessee limited partnership organized on December 22,
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 LMR, Ltd.
Registrant's primary business is to acquire, own,
and hold for investment certain undeveloped real
properties located in Lebanon, Tennessee; Macon,
Georgia; and Roanoke, Virginia (collectively, the
"Property"). Registrant's investment objectives are
preservation of investment capital and appreciation of
the value of the Property due to development of the
surrounding areas and the completion of improvements to
the Properties prior to resale.
Financial Information About Segment
The Registrant's activity, investment in land,
lies within the domestic United States and is within
one industry segment. Therefore, financial data
relating to the geographic area and industry segment is
included in Item 6 - Selected Financial Data.
Narrative Description of Business
At December 31, 1995, the Registrant is holding
for investment approximately 50 acres of land in
Lebanon, Tennessee (the "Lebanon Property") and 114
acres of land in Macon, Georgia (the "Macon Property").
Lebanon
The Lebanon Property consists of a 48 acre tract
of land zoned for medium density residential and
professional offices. The property is served by all
public utilities. This type of zoning permits a wide
variety of uses. The Lebanon Property is included in
the Castle Heights Development and is contiguous to
Property owned by an affiliate sharing a related
General Partner. In 1994, the City of Lebanon agreed
to extend a road through the Registrant's property.
The road is expected to be complete by mid-year 1996.
<PAGE>
The Lebanon Property continues to have minimal
competition in the city. There has been some
residential development on the outer edges of the city,
but there is no other mixed-use development in the
city. The affiliated Partnership contiguous to the
Lebanon Property owns building and the land immediately
around the buildings and therefore does not compete
with the Registrant for undeveloped land sales.
Macon
The Macon property consists of 114 acres at
December 31, 1995. The property is located at the
intersection of Eisenhower Parkway and Log Cabin Road
southwest of downtown Macon. The property is zoned for
retail, service center and service warehouse type uses.
The property is served by municipal gas, electricity,
water and sewer. No development has occurred on the
Property. The Registrant has accepted a contract from
a developer for all of the Macon property. The
Registrant has received $100,000 in earnest money
deposits as of December 31, 1995. The contract, for
$50,000 an acre, is due to expire in March 1996 and the
developer has asked for another extension. This
contract is subject to contingencies. There can be no
assurances that the contingencies will be met and the
sale will close.
The Registrant has no employees. Program
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 162 acres of undeveloped land. For
further information concerning the Property, reference
is made to the material in Item 1.
<PAGE>
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.
<PAGE>
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 April 1, 1987 of 7,500 Units of Limited
Partnership Interests. The offering of $7,500,000 was
fully subscribed and closed on June 8, 1987. As of
February 29, 1996 there were 614 holders of record of
the 7,500 Units of Limited Partnership Interests.
There were no cash distributions to the Limited
Partners during 1995. 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 $57,641 $76,055 $46,443 $269,614 $209,493
Net Earnings(Loss) (47,591) (32,783) (90,024) 128,165 67,286
Net Earnings(Loss) (6.35) (4.37) (12.00) 17.09 8.97
per unit
Total Assets 4,499,958 4,501,627 4,504,976 5,445,499 6,533,028
Cash Distributions - - 120 160 30
per unit
<PAGE>
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
1995 Sales
There were no sales during 1995. In May 1995, the
Registrant received a $30,722 refund of excess
construction escrow funds related to the 1993 sale of
the Roanoke property. The deposit was recorded as
miscellaneous income.
The Registrant accepted a contract for the entire
Macon property in 1994 and continues to work with the
developer on this contract. As of December 31, 1995,
the Registrant had received a total of $100,000 in non-
refundable earnest money for the Macon contract. There
are several contingencies for this sales to close.
There can be no assurance that the contingencies will
be met and the sale will close. A contract for 14
acres of the Lebanon Property expired due to
development plans not receiving required city
government approval.
1994 Sales
During 1994, the Registrant sold approximately one
acre of the Lebanon property for gross proceeds of
$45,714. These proceeds were reserved to meet
operating costs. The Registrant also received $18,000
in additional sale proceeds from the Kroger sale in
1993. This late receipt was the remaining balance in
a construction escrow set up at the date of sale in
1993.
<PAGE>
1995 Versus 1994
There have been no significant changes in the
Registrant's operations. The increase in interest
income is due to higher cash balances.
1994 Versus 1993
The change in sales is due to the difference in
number of acres sold in 1994 and 1993. One acre was
sold in 1994 for gross proceeds of $63,714 as compared
to 22 acres in 1993 for gross proceeds of $1,515,372.
The decline in property maintenance costs is due to the
lack of development on the Lebanon Property and the
minimal sales activity during the year. Property tax
expense is lower due to a reduction in Lebanon taxes.
Financial Condition
Development
During 1994, the City of Lebanon agreed to
extend a road through the Registrant's Property.
Although the city has agreed to fund the construction,
the Registrant was asked to fund a $20,000 bond
securing the contractor. The General Partner expects
the return of these bond proceeds upon completion of
the work. As of December 31, 1995, work had begun on
this road and it is expected to be finished mid-year
1996.
<PAGE>
Liquidity & Capital Resources
As of December 31, 1995 the Registrant had a cash
balance of $484,893. This level is expected to be
sufficient to cover operating expenses for 1996. The
receivable from an affiliated party totalling $40,628
at December 31, 1995 consists of shared development
expenses incurred on the Lebanon property. The
Registrant collected $1,848 of the receivable in 1995.
The Registrant will collect this receivable in partial
payments as the affiliate sells land.
In March 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No.
121 Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of (Statement
121). It requires that long-lived assets that are to
be disposed of be reported at the lower of carrying
amount or fair value less costs to sell. If
quoted prices are not available, the estimated fair
value is determined using the best information
available. After implementation, any material
impairments must be recorded to reflect an excess of
the carrying amount over the estimated fair value.
Statement 121 is applicable for fiscal years beginning
after December 15, 1995, and it will be implemented by
the Registrant effective January 1, 1996.
Implementation of Statement 121 is not expected to have
a material impact on the financial statements of the
Registrant.
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.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the
Registrant
Registrant does not have any directors or officers.
222 LMR, Ltd. is the General Partner. 222 Partners,
Inc. is the general partner of the General Partner 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. Steven D.
Ezell is the president and sole shareholder of 222
Partners, Inc. The directors of 222 Partners, Inc. are
W. Gerald Ezell, Steven D. Ezell and Michael A.
Hartley. The directors of 222 Partners, Inc. are
elected by the shareholder to serve one year or until
their successors are elected and qualified. All
officers are elected by the Board of Directors and
serve until their successors are elected and qualified.
The officers and directors of 222 Partners, Inc. are as
follows:
W. Gerald Ezell
W. Gerald Ezell, age 65, serves on the Board of
Directors of 222 Partners, Inc. Mr. Ezell is also a
general partner of affiliated limited partnerships
which own various real estate properties. 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.
<PAGE>
Steven D. Ezell
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. He
was for the prior four years 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
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. Mr. Hartley 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. <PAGE>
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.
<PAGE>
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 Financial Statements in Item 8.
The Registrant has incurred costs on behalf of an
affiliated partnership. The costs represent
development work done on the Lebanon Property and the
adjacent land owned by Castle Heights, Ltd, an
affiliate. The costs are reflected in the Financial
Statements of the Registrant as Accounts Receivable
from Affiliate. See Item 8-Financial Statements and
Notes thereto for more information.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K
(a) (1) Financial Statements
The following Financial Statements are
included herein:
Independent Auditors' Report F-1
Financial Statements
Balance Sheets F-2
Statements of Operations F-3
Statements of Partners' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
(2) Financial Statement Schedule
Independent Auditors' Report on Schedule S-1
Schedule XI- Real Estate 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
April 1, 1987 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.
LMR LAND COMPANY, LTD.
By: 222 LMR, Ltd.
General Partner
By: 222 Partners, Inc.
General Partner
DATE: March 30, 1996 By: /s/ Steven D. Ezell
President and Director
DATE: March 30, 1996 By: /s/ Michael A. Hartley
Secretary/Treasurer
<PAGE>
SIGNATURES (Cont'd.)
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.
LMR LAND COMPANY, LTD.
By: 222 LMR, Ltd.
General Partner
By: 222 Partners, Inc.
General Partner
DATE: March 30, 1996 By: /s/ Steven D. Ezell
President and Director
DATE: March 30, 1996 By: /s/ Michael A. Hartley
Secretary/Treasurer
Supplemental 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
LMR Land Company, Ltd.:
We have audited the accompanying balance sheets of LMR
Land Company, Ltd. (a limited partnership) as of
December 31, 1995 and 1994, and the related statements
of operations, 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 LMR Land Company, 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.
As discussed in Note 6, the Partnership adopted in
1995 the provisions of Statement of Financial
Accounting Standards No. 107, Disclosures about Fair
Value of Financial Instruments.
KPMG Peat Marwick LLP
Nashville, Tennessee
January 19, 1996
F-1
<PAGE>
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Balance Sheets
December 31, 1995 and 1994
Assets 1995 1994
______ _____ ______
Cash and cash equivalents $ 484,893 484,714
Receivable from affiliate 40,628 42,476
(note 3)
Land held for investment 3,974,437 3,974,437
(note 2)
________ ________
Total assets $4,499,958 4,501,627
======== ========
Liabilities and Partners' Equity
Liabilities:
Accounts payable (note 3) 15,078 13,949
Accrued property taxes 20,278 52,985
Deposits on land sale
contracts (note 2) 100,000 22,500
________ ________
Total liabilities 135,356 89,434
Partners' equity 4,364,602 4,412,193
________ ________
Commitments and contingencies
(notes 2 and 3)
Total liabilities and
partners' equity $4,499,958 4,501,627
========= ========
See accompanying notes to financial statements.
F-2
<PAGE>
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Statements of Operations
Years ended December 31, 1995, 1994 and 1993
1995 1994 1993
Income:
Sales proceeds $ - 63,714 1,515,372
Cost of land sold - (12,785) (1,377,154)
Selling expenses - (2,611) (98,753)
________ ________ _______
Gain on sale of land - 48,318 39,465
Interest 26,669 17,737 6,728
Return of escrow funds 30,722 - -
Miscellaneous income 250 - 250
Expired land purchase - 10,000 -
option
________ ________ _______
Total income 57,641 76,055 46,443
Expenses:
Program management fees and
property maintenance
costs (note 3) 33,453 36,992 57,333
Property tax expense 51,899 53,459 63,353
Legal and accounting
fees (note 3) 16,756 15,467 11,130
Other operating expenses 3,124 2,920 4,651
________ ________ _______
Total expenses 105,232 108,838 136,467
________ ________ _______
Net loss $(47,591) (32,783) (90,024)
======== ======== =======
Net loss per unit $ (6.35) (4.37) (12.00)
======== ======== =======
See accompanying notes to financial statements.
F-3
<PAGE>
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 1995, 1994 and 1993
Limited General
partners partner Total
________ ________ _____
Partners' equity,
December 31, 1992 $5,434,517 483 5,435,000
Distribution (900,000) - (900,000)
(note 5)
Net loss (90,024) - (90,024)
________ ____ ________
Partners' equity,
December 31, 1993 4,444,493 483 4,444,976
Net loss (32,783) - (32,783)
________ ____ ________
Partners' equity,
December 31, 1994 4,411,710 483 4,412,193
Net loss (47,591) - (47,591)
________ ____ ________
Partners' equity,
December 31, 1995 $4,364,119 483 4,364,602
======== ==== ========
See accompanying notes to financial statements.
F-4
<PAGE>
LMR LAND COMPANY, 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 loss $(47,591) (32,783) (90,024)
Adjustments to reconcile
net (loss) earnings to net
cash provided by operating
activities:
Decrease in receivable
from affiliate 1,848 13,861 1,674
Cost of land improvements - (19,999) (138,000)
Cost of land sold - 12,785 1,377,154
Increase in accounts
payable 1,129 2,371 1,079
(Decrease) increase in
accrued property taxes (32,707) 4,563 48,422
Increase in deposits on
land sale contracts 77,500 22,500 -
________ ________ ________
Total adjustments 47,770 36,081 1,290,329
________ ________ ________
Net cash provided
by operating
activities 179 3,298 1,200,305
________ ________ ________
Cash flows from financing activities -
cash distributions to limited
partners - - (900,000)
________ ________ ________
Net increase in cash
and cash equivalents 179 3,298 300,305
Cash and cash equivalents
at beginning of year 484,714 481,416 181,111
________ ________ ________
Cash and cash equivalents
at end of year $ 484,893 484,714 481,416
======== ======== ========
See accompanying notes to financial statements.
F-5
<PAGE>
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1995 and 1994
(1) Summary of Significant Accounting Policies
_______________________________________
(a) Organization
___________
LMR Land Company, Ltd. (the
Partnership) is a Tennessee Limited
Partnership organized on
December 22, 1986, to acquire
undeveloped land located in Roanoke,
Virginia; Lebanon, Tennessee; and
Macon, Georgia. The General Partner
is 222 LMR, Ltd. The general
partner of the General Partner is
222 Partners, Inc. (see note 4).
(b) Income Taxes
____________
The Partnership prepares its
financial statements and Federal
income tax returns on the accrual
method and includes only those
assets, liabilities and results of
operations which relate to the
business of the Partnership. No
provision has been or will be made
in the financial statements for
Federal and state income taxes,
since such taxes are the personal
responsibility of the partners.
(c) Land Held For Investment
_______________________
At various dates between April 27,
1987 and May 22, 1987, the
Partnership acquired three tracts of
undeveloped land representing
approximately 210 acres. During
1989, the Partnership acquired
additional tracts adjacent to the
Macon, Georgia, property. During
1993, approximately 5 acres were
received as partial consideration
for the sale of property. Land held
for investment is recorded at
acquisition cost plus carrying
costs. Insurance and property taxes
are capitalized as carrying costs of
the property during the development
period. Insurance and property
taxes are charged to expense once
development of the property is
substantially complete. Remaining
acreage is approximately 164 acres
at December 31, 1995 and 1994, which
includes approximately 10 acres
which are unsaleable attributable to
roads, right of ways, and
landscaping.
(d) Partnership Allocations
_____________________
Net earnings, losses, and cash flows
of the Partnership are allocated
among the limited partners and
general partners, in accordance with
the agreement of the limited
partnership.
(Continued)
F-6
<PAGE>
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Notes to Financial Statements
(e) Cash and Cash Equivalents
________________________
The Partnership considers all short-
term investments with original
maturities of three months or less
to be cash equivalents.
Cash belonging to the Partnership is
combined in an account with funds
from other partnerships related to
the general partner.
(f) Estimates
________
Management of the Partnership has
made estimates and assumptions to
prepare these financial statements.
Actual results could differ from
those estimates.
(2) Land Held for Investment
_______________________
The components of land held for investment at
December 31, 1995 and 1994 are as follows:
1995 1994
Land $ 3,641,360 3,641,360
Land improvements 333,077 333,077
________ ________
3,974,437 3,974,437
======== ========
Aggregate cost for federal income tax
purposes for the land held for investment was
$3,974,437 and $3,954,370 at December 31,
1995 and 1994, respectively.
During 1994, the Partnership entered into a
purchase and sale agreement for the sale of
approximately 114 acres of the land in Macon,
Georgia held for investment. The proposed
sales price is $50,000 per acre or $5,700,000
in total. The closing of this transaction is
subject to various terms and conditions.
(3) Related Party Transactions
________________________
The General Partner and its affiliates have
been actively involved in managing the
property. Affiliates of the General Partner
receive fees as consideration for performing
certain services. Expenses incurred for
these services during the years ended
December 31, 1995, 1994 and 1993 are as
follows:
1995 1994 1993
Program management $14,000 14,000 14,000
fees
Accounting fees 2,000 2,000 2,250
===== ===== =====
(Continued)
<PAGE>
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Notes to Financial Statements
The receivable from affiliate totaling
$40,628 at December 31, 1995 and $42,476 at
December 31, 1994, consists of property
development costs incurred at the Lebanon
property that will be reimbursed as sales by
the affiliate occur. Accounts payable
totaling $10,499 at December 31, 1995 and
1994 was payable to an affiliate for
commissions on the sale of property.
(4) General Partner Bankruptcy
________________________
On February 25, 1991, W. Gerald Ezell, a
former general partner of 222 LMR, Ltd.,
elected to file for reorganization under
Chapter 11 of the United States Bankruptcy
Code. This election is designed to allow Mr.
Ezell to satisfy his personal creditors in an
orderly manner. The filing has no impact on
the legal standing of the Partnership.
On April 6, 1994, Mr. Ezell sold his general
partnership interest in 222 LMR, Ltd. in
accordance with bankruptcy court approved
plan to liquidate his assets and satisfy his
creditors. In accordance with the
partnership agreement, Mr. Ezell's interest
in 222 LMR, Ltd. was converted into a special
limited partnership interest and his general
partner responsibilities were transferred to
222 Partners, Inc., the remaining general
partner. W. Gerald Ezell remains on the
Board of 222 Partners, Inc.
(5) Distributions
____________
For the year ended December 31, 1993, the
Partnership made a distribution to its
limited partners in the amount of $900,000 or
$120 per unit. There were no distributions
in 1995 or 1994.
(6) Fair Value of Financial Statements
______________________________
At December 31, 1995, the Partnership had
financial instruments including cash and cash
equivalents of $484,893, receivable from
affiliate of $40,628, and accrued liabilities
of $135,356. The carrying amounts of these
financial instruments approximate fair value
because of the short maturity of such
instruments.
<PAGE>
Independent Auditors' Report
______________________________
The Partners
LMR Land Company, Ltd.:
Under date of January 19, 1996, we reported
on the balance sheets of LMR Land Company,
Ltd. as of December 31, 1995 and 1994, and
the related statements of operations,
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. This
financial statement schedule is the
responsibility of the Partnership's
management. Our responsibility is to
express an opinion on this financial
statement schedule based on our audit.
In our opinion, such financial statement
schedule, when considered in relation to the
basic financial statements taken as a whole,
presents fairly, in all material respects,
the information set forth therein.
KPMG Peat Marwick LLP
Nashville, Tennessee
January 19, 1996
S-1
<PAGE>
Schedule XI
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Real Estate and Accumulated Depreciation
December 31, 1995
Initial cost to Partnership
Building and
Description Encumbrances Land improvements
164 acres of undeveloped land in
Lebanon, Tennessee and $ - 6,201,635 -
Macon, Georgia
1995 1994 1993
(1) Balance at beginning $3,974,437 3,967,223 5,206,377
of Period
Additions during period:
Other acquisitions 70,000
Improvements - 19,999 68,000
-------- -------- --------
- 19,999 138,000
-------- -------- --------
Deductions during period:
Cost of real estate sold - 12,785 1,377,154
-------- -------- --------
- 12,785 1,377,154
-------- -------- --------
Balance at end of period $3,974,437 3,974,437 3,967,233
======== ======== ========
(2) Aggregate cost for Federal
income tax purposes $3,974,437 3,954,370 3,947,015
======== ======== ========
See accompanying independent auditors' report.
S-2
<PAGE>
Schedule XI
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Real Estate and Accumulated Depreciation
December 31, 1995
Cost Gross
capitalized subsequent amount at which carried
to acquisition at close of period
Building &
Improve- Carrying improve-
Description ments costs Land ments Total
164 acres of undeveloped land in
Lebanon, Tennessee 614,092 357,985 3,641,360 333,077 3,974,437
and Macon, Georgia
<PAGE>
Schedule XI
LMR LAND COMPANY, LTD.
(A Limited Partnership)
Real Estate and Accumulated Depreciation
December 31, 1995
Accumulated Date of Date
Description depreciation* construction acquired
164 acres of undeveloped land in - - 4/27/87
Lebanon, Tennessee and Macon, Georgia 9/8/93
*Life on which depreciation in latest income statement is
computed is not applicable.(A Limited Partnership)
<PAGE>
Exhibits filed pursuant to Item 14(a)(3):
LMR LAND COMPANY, 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
April 1, 1987 filed pursuant to Rule
424(b) of the Securities and Exchange
Commission.
22 Subsidiaries-Registrant has no
subsidiaries.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMAITON EXTRACTED FROM THE
CONCOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED dECEMBER 31, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 484,893
<SECURITIES> 0
<RECEIVABLES> 40,628
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,974,437
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,499,958
<CURRENT-LIABILITIES> 35,356
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 4,364,602
<TOTAL-LIABILITY-AND-EQUITY> 4,499,958
<SALES> 0
<TOTAL-REVENUES> 57,641
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 105,232
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (47,591)
<INCOME-TAX> 0
<INCOME-CONTINUING> (47,591)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (47,591)
<EPS-PRIMARY> (6.35)
<EPS-DILUTED> (6.35)
</TABLE>
