<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 1996
COMMISSION FILE NUMBER 33-64546
- --------------------------------------------------------------------------------
NEW WORLD TELEVISION INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 59-2813891
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3200 WINDY HILL ROAD
SUITE 1100 - WEST
ATLANTA, GEORGIA 30339
(Address of principal executive offices)
(770) 955-0045
(Registrant's telephone number, including area code)
----------------------------
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 AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS: YES X NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
INDICATE BY CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS
AND REPORTS REQUIRED TO BE FILED BY SECTION 12, 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 SUBSEQUENT TO THE DISTRIBUTION OF SECURITIES UNDER A PLAN
CONFIRMED BY A COURT. YES X NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
AS OF AUGUST 8, 1996 THE REGISTRANT HAD 100 SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE, OUTSTANDING, ALL OF WHICH WERE INDIRECTLY HELD BY
NEW WORLD COMMUNICATIONS GROUP INCORPORATED.
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<PAGE> 2
NEW WORLD TELEVISION INCORPORATED
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
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<S> <C> <C>
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet
June 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . . I-1
Condensed Consolidated Statement of Operations
Three months ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . I-2
Condensed Consolidated Statement of Operations
Six months ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . I-3
Consolidated Statement of Stockholder's Equity . . . . . . . . . . . . . I-4
Condensed Consolidated Statement of Cash Flows
Six months ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . I-5
Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . I-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . I-9
</TABLE>
<PAGE> 3
PART II. OTHER INFORMATION
<TABLE>
<CAPTION>
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<S> <C> <C>
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . II-1
Item 4. Submission of Matters to a
Vote of Security-Holders . . . . . . . . . . . . . . . . . . . . . . . . II-1
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-1
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . II-1
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II-2
</TABLE>
<PAGE> 4
NEW WORLD TELEVISION INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEET
(IN THOUSANDS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------ -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . $ 19,201 $ 20,391
Receivables . . . . . . . . . . . . . . . . . . . . . . 63,056 62,062
Television program contract rights . . . . . . . . . . . 7,317 15,529
Prepaid expenses . . . . . . . . . . . . . . . . . . . . 2,371 1,615
Deferred income taxes . . . . . . . . . . . . . . . . . 3,120 3,120
------------ -------------
Total current assets . . . . . . . . . . . . . . 95,065 102,717
Property, plant and equipment . . . . . . . . . . . . . . . . . . 112,426 114,928
Television program contract rights . . . . . . . . . . . . . . . 3,633 4,134
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . 564,572 576,539
Note receivable from related party and other assets . . . . . . . 28,520 25,608
------------ -------------
$ 804,216 $ 823,926
============ =============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses . . . . . . . . . $ 29,951 $ 27,632
Income taxes payable . . . . . . . . . . . . . . . . . . 3,680 3,978
Payable to related parties . . . . . . . . . . . . . . . - 3,647
Television program contracts payable . . . . . . . . . . 9,412 18,262
Current portion of long-term debt . . . . . . . . . . . 5,967 5,967
------------ -------------
Total current liabilities . . . . . . . . . . . 49,010 59,486
Non-current television program contract payable . . . . . . . . . 3,696 4,499
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . 505,002 509,767
Other non-current liabilities . . . . . . . . . . . . . . . . . . 19,594 20,049
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . 78,718 78,360
Commitments and contingencies
Stockholder's equity:
Common stock, $.01 par value, 40,000,000 shares
authorized, 100 shares issued and outstanding .
Additional paid-in capital . . . . . . . . . . . . . . . 184,696 184,696
Accumulated deficit . . . . . . . . . . . . . . . . . . (36,500) (32,931)
------------ -------------
Total stockholder's equity . . . . . . . . . . . 148,196 151,765
------------ -------------
$ 804,216 $ 823,926
============ =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
I-1
<PAGE> 5
NEW WORLD TELEVISION INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-------------------------------------
1996 1995
------------- --------------
<S> <C> <C>
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 66,771 $ 61,318
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . 37,993 37,821
Depreciation and amortization of intangible assets . . . . . . . 9,016 8,576
Corporate expenses . . . . . . . . . . . . . . . . . . . . . . . 1,799 1,356
------------- --------------
Income from operations . . . . . . . . . . . . . . . . . 17,963 13,565
------------- --------------
Other income (expense):
Interest income . . . . . . . . . . . . . . . . . . . . 704 1,007
Interest expense . . . . . . . . . . . . . . . . . . . . (13,156) (13,519)
Gain on sale of WSBK-TV . . . . . . . . . . . . . . . . - (522)
Other . . . . . . . . . . . . . . . . . . . . . . . . . (29) -
------------- --------------
Other income (expense), net . . . . . . . . . . . . . . (12,481) (13,034)
------------- --------------
Income before income taxes . . . . . . . . . . . . . . . . . . . 5,482 531
Provision for income taxes . . . . . . . . . . . . . . . . . . . (3,454) (1,628)
------------- --------------
Net income (loss) . . . . . . . . . . . . . . . . . . . $ 2,028 $ (1,097)
============= ==============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
I-2
<PAGE> 6
NEW WORLD TELEVISION INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------------------------
1996 1995
-------------- --------------
<S> <C> <C>
Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 120,006 $ 116,411
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . 75,534 82,674
Depreciation and amortization of intangible assets . . . . . . . 17,971 18,077
Corporate expenses . . . . . . . . . . . . . . . . . . . . . . . 3,645 2,990
-------------- --------------
Income from operations . . . . . . . . . . . . . . . . . 22,856 12,670
-------------- --------------
Other income (expense):
Interest income . . . . . . . . . . . . . . . . . . . . 1,512 1,784
Interest expense . . . . . . . . . . . . . . . . . . . . (26,242) (28,709)
Gain on sale of WSBK-TV . . . . . . . . . . . . . . . . - 40,471
Other . . . . . . . . . . . . . . . . . . . . . . . . . (29) 7
-------------- --------------
Other income (expense), net . . . . . . . . . . . . . . (24,759) 13,553
-------------- --------------
Income (loss) before income taxes . . . . . . . . . . . . . . . . (1,903) 26,223
Provision for income taxes . . . . . . . . . . . . . . . . . . . (1,666) (35,509)
-------------- --------------
Net loss . . . . . . . . . . . . . . . . . . . . . . . . $ (3,569) $ (9,286)
============== ==============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
I-3
<PAGE> 7
NEW WORLD TELEVISION INCORPORATED
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN ACCUMULATED
STOCK CAPITAL DEFICIT TOTAL
------------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1995 . . . . . $ $ 184,696 $ (32,931) $ 151,765
Net loss . . . . . . . . . . . . . . . - - (3,569) (3,569)
------------- ------------- --------------- -------------
Balance at June 30, 1996 . . . . . . . $ $ 184,696 $ (36,500) $ 148,196
============= ============= =============== =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
I-4
<PAGE> 8
NEW WORLD TELEVISION INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------------------------
1996 1995
----------- --------------
<S> <C> <C>
Cash flow from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . . . . . . $ (3,569) $ (9,286)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Gain on sale of WSBK-TV . . . . . . . . . . . . . . - (40,471)
Deferred tax provision . . . . . . . . . . . . . . . 1,333 27,890
Depreciation and amortization of intangible assets 17,971 18,077
Television program contract rights
amortization over (under) payments . . . . . . . . (941) 1,045
Noncash interest expense . . . . . . . . . . . . . . 210 471
Increase in receivables and other assets . . . . . . (1,806) (2,559)
Increase (decrease) in liabilities . . . . . . . . . (2,145) 73
----------- -------------
Total adjustments . . . . . . . . . . . . . . . 14,622 4,526
----------- -------------
Net cash provided by (used in) operating activities . . . 11,053 (4,760)
Cash flow from investing activities:
Proceeds from sale of WSBK-TV . . . . . . . . . . . . . . - 107,500
Investment in Program Co. . . . . . . . . . . . . . . . . (3,000) -
Capital expenditures. . . . . . . . . . . . . . . . . . . (4,478) (6,878)
----------- -------------
Net cash provided by (used in) investing activities (7,478) 100,622
Cash flow from financing activities:
Repayment of debt . . . . . . . . . . . . . . . . . . . . (4,765) (104,787)
----------- -------------
Net cash used in financing activities . . . . . . . . . . (4,765) (104,787)
----------- -------------
Net decrease in cash . . . . . . . . . . . . . . . . . . . . (1,190) (8,925)
Cash balance, beginning of period . . . . . . . . . . . . . . 20,391 28,823
----------- -------------
Cash balance, end of period . . . . . . . . . . . . . . . . . $ 19,201 $ 19,898
=========== =============
Supplemental disclosures:
Cash paid for interest . . . . . . . . . . . . . . . . . . $ 25,856 $ 27,966
=========== =============
Purchase of television program contract rights . . . . . . $ 2,816 $ 1,631
=========== =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
I-5
<PAGE> 9
NEW WORLD TELEVISION INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
(unaudited)
New World Television Incorporated ("NW Television" or the "Company"),
is a wholly-owned subsidiary of New World Communications Group Incorporated
("NWCG").
The Company owns the capital stock and other assets of six broadcast
television stations (the "Stations") and certain related companies (the
"Broadcast Subsidiaries").
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INTERIM REPORTING
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles and the rules and regulations of the Securities and
Exchange Commission. In the opinion of management the statements
reflect all adjustments, which are of a normal recurring nature,
necessary to present fairly the Company's financial position, results
of operations and cash flows for the unaudited interim periods
presented. Results for the interim periods presented are not
necessarily indicative of the results which might be expected for the
entire year. The unaudited condensed consolidated financial
statements should be read in conjunction with the audited financial
statements for the year ended December 31, 1995.
2. PROPOSED MERGER WITH NEWS CORP.
NWCG, NWCG (Parent) Holdings Corporation, a Delaware corporation and a
subsidiary of Andrews Group Incorporated ("NWCGP"), NWCG Holdings
Corporation, a Delaware corporation and a subsidiary of NWCGP
("Holdings"), and The News Corporation Limited, a South Australia
corporation ("News Corp."), entered into a binding Memorandum of
Understanding, dated as of July 17, 1996 (the "Agreement") pursuant to
which (a) a subsidiary of News Corp. will merge with and into NWCG
and NWCG will become a subsidiary of News Corp. (the "Merger"), and
each outstanding share of common stock of the Company (other than
shares held by News Corp.) will be converted into the right to receive
1.45 American Depository Receipts ("ADRs") of News Corp., each
representing four Preferred Limited Voting Ordinary Shares of News
Corp. (b) News Corp. will purchase from NWCGP (i) all of the shares of
capital stock of NWCG owned by NWCGP and (ii) all of the
outstanding stock of Holdings for 1.45 ADRs per share of common
stock of NWCG owned in the aggregate by NWCGP and Holdings,
I-6
<PAGE> 10
NEW WORLD TELEVISION INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
(unaudited)
reduced by the amount of certain indebtedness of Holdings, (c) News
Corp. will purchase from an affiliate of NWCGP certain real estate
consisting of an office building that serves as NWCG's headquarters in
Los Angeles, California, and (d) News Corp. will assume all of the
obligations of an affiliate of NWCGP under certain promissory notes
issued in connection with the acquisition of NW Entertainment. In
addition, NWCGP has agreed to vote, or cause to be voted, all of the
shares of capital stock of NWCG beneficially owned by it or its
subsidiaries in favor of the Merger and, if applicable, the other
transactions contemplated by the Agreement.
The Merger and the other transactions are conditioned on one another
and the Merger is subject to certain other conditions, including
regulatory approvals and the approval of the shareholders of NWCG.
There can be no assurance that all of the conditions to the
consummation of the Merger will be satisfied or that, as a condition
to the grant of any approvals by government agencies, changes will not
be required to the terms of the Agreement. No effects of the proposed
merger with News Corp. are reflected in the accompanying unaudited
condensed consolidated financial statements.
3. SALE OF THE BOSTON STATION AND PRO FORMA FINANCIAL INFORMATION
In March 1995 the Company sold its investment in WSBK-TV (the "Boston
Station") for gross proceeds of $107.5 million. The Company repaid
$19.5 million of the Bank Credit Agreement Loans in March 1995 and
$77.3 million of the Step-Up Notes in April 1995 from the net proceeds
of the Boston Station sale.
The following condensed pro-forma financial information gives effect,
as of January 1, 1995, to the sale of the Boston Station and the
repayment of debt with the net proceeds from the sale. The pro forma
financial information does not necessarily reflect the future results
or the results that would have occurred had these transactions
actually occurred on January 1, 1995.
<TABLE>
<CAPTION>
Pro Forma Six
months ended
June 30, 1995
----------------
<S> <C>
Net revenue $ 110,670
Net loss $ (11,334)
</TABLE>
I-7
<PAGE> 11
NEW WORLD TELEVISION INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
(unaudited)
4. PENDING DISPOSITION
In May 1996 the Company entered into an agreement to sell
substantially all of the assets of KNSD-TV (the "San Diego Station")
to National Broadcasting Company, Inc. ("NBC") for $225 million,
subject to certain adjustments. The transaction is subject to various
closing conditions, including regulatory approval.
I-8
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and
results of operations of the Company should be read in conjunction with the
accompanying unaudited condensed consolidated financial statements and related
notes of the Company and its annual report for the year ended December 31,
1995. No effects of the proposed merger with News Corp. are reflected in the
accompanying unaudited condensed consolidated financial statements (Note 2).
RESULTS OF OPERATIONS
Three months ended June 30, 1996 Compared to 1995. Net revenue
increased $5.5 million or 8.9% in 1996 over 1995. The increase for the six
original stations is due to political advertising and the recovery of a portion
of the market share enjoyed prior to the Fox conversion. The Company had
expected the conversion to Fox to result in an initial decline in revenues.
Corporate expenses increased $.4 million or 32.7% due primarily to
increased corporate personnel costs.
Income tax expense increased in 1996 due to higher taxable income.
Utilization of net operating losses to offset taxable income is reflected as a
reduction of excess reorganization value.
Six months ended June 30, 1996 Compared to 1995. Net revenue
increased $3.6 million or 3.1% in 1996 over 1995. The increase reflects an
increase of $9.3 million for the six original stations owned for both periods
offset by a decrease of $5.7 million reflecting the sale of the Boston Station
in March of 1995. The increase for the six original stations is due to
political advertising and the recovery of a portion of the market share enjoyed
prior to the Fox conversion. The Company had expected the conversion to Fox to
result in an initial decline in revenues.
Operating expenses decreased $7.1 million due to a decrease of $6.2
million reflecting the sale of the Boston Station in March 1995 and a decrease
of $.9 million for the original six stations due primarily to lower programming
contract costs in 1996.
Corporate expenses increased $.7 million or 21.9% due primarily to
increased personnel costs.
The decrease in interest expense of $2.5 million reflects the reduced
principal balance of debt due to debt payments.
I-9
<PAGE> 13
The income tax expense in 1995 resulted primarily from the recognition
of income taxes on the sale of the Boston Station. The liability associated
with these taxes was offset by utilization of pre-Plan Effective Date net
operating losses. The utilization was reflected as a reduction of excess
reorganization value.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, the Company has total outstanding debt of $511.0
million. The decrease in debt from December 31, 1995 reflects the repayment of
$4.8 million of the Step-Up Notes as a scheduled payment.
The Company plans to reduce certain of its debt with the proceeds from
the pending sale of the San Diego Station to NBC. The gross proceeds from the
sale of the San Diego Station of $225 million, subject to certain adjustments,
will be used to pay off the Bank Credit Agreement Loans and to offer to
repurchase all of the outstanding Step-Up Notes and a portion of the 11% Notes.
There is no guarantee that the offers made to repurchase the Step-Up Notes and
the 11% Notes will be accepted by all of the holders; any remaining net
proceeds will be available for use by the Company as permitted by its various
debt instruments.
The Merger will result in a change of control under certain of the
Company's debt agreements, which will result in an event of default thereunder
or give the holders of such debt the right to require the Company to repurchase
such indebtedness. No effect of a change in control is reflected in the
accompanying unaudited condensed consolidated financial statements.
The Company's capital budget for 1996 is approximately $11.1 million.
In connection with the broadcast stations' change in affiliation to the Fox
Network, the stations provide more locally-produced programming which requires
additional capital expenditures and operating expenses.
Under the terms of its debt agreements, under certain circumstances,
the Company may invest up to an aggregate of $7.5 million annually in a venture
involved in production of first-run television programming, the syndication of
such programming, the operation of a national sales representative firm or
other television programming and distribution activities. The Company made an
investment of preferred stock and debt in an affiliated company aggregating
$25.5 million as of June 30, 1996.
I-10
<PAGE> 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The registrant and its subsidiaries are defendants in a number of
lawsuits which have arisen in the ordinary course of business. The registrant
is insured for a substantial portion of any potential losses and believes the
ultimate resolution of these matters will not have a material adverse affect on
the registrant.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
(a) Not applicable.
(b) Not applicable.
Item 4. Submission of Matters to a Vote of Security-Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
27 Financial Data Schedule (for SEC use only)
(b) Reports filed on Form 8-K:
May 22, 1996 (Items 5 and 7).
July 17, 1996 (Items 1 and 7).
II-1
<PAGE> 15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
NEW WORLD TELEVISION INCORPORATED
(Registrant)
By: /s/ Joseph P. Page
-------------------------------
Joseph P. Page
Vice President and
Chief Financial Officer
Dated: August 12, 1996
II-2
<PAGE> 16
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule (for SEC use only).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30, 1996 (UNAUDITED) AND THE
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE
30, 1996 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 19,201
<SECURITIES> 0
<RECEIVABLES> 63,056
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 95,065
<PP&E> 112,426
<DEPRECIATION> 0
<TOTAL-ASSETS> 804,216
<CURRENT-LIABILITIES> 49,010
<BONDS> 505,002
0
0
<COMMON> 0
<OTHER-SE> 148,196
<TOTAL-LIABILITY-AND-EQUITY> 804,216
<SALES> 0
<TOTAL-REVENUES> 120,006
<CGS> 0
<TOTAL-COSTS> 0<F1>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,242
<INCOME-PRETAX> (1,903)
<INCOME-TAX> (1,666)
<INCOME-CONTINUING> (3,569)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,569)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>
TOTAL COSTS AND EXPENSES APPLICABLE TO SALES AND REVENUES ARE NOT SEPARATELY
DISCLOSED ON THE CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX
MONTHS ENDED JUNE 30, 1996 (UNAUDITED).
</FN>
</TABLE>
