UNITED STATES
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 June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-16860
EAGLE INSURED L.P.
(Exact names of registrant as specified in its charter)
Delaware 13-3442945
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-5333
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 the past 90 days. Yes _X_ No ___
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EAGLE INSURED L.P.
(a limited partnership)
Statements of Financial Condition
(unaudited)
============ ============
June 30, December 31,
1997 1996
------------ ------------
ASSETS
Investments in mortgage loans $ 27,547,595 $ 27,623,254
Loan receivable from affiliate 3,060,000 3,060,000
Deferred loan origination fees, net 917,261 932,303
Cash and cash equivalents 1,335,418 1,228,487
Interest receivable 206,550 204,387
Other assets 0 6,997
------------ ------------
Total assets $ 33,066,824 $ 33,055,428
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Due to affiliates $ 77,779 $ 47,974
Accrued expenses 40,703 58,033
Distribution payable 39,214 0
------------ ------------
Total liabilities 157,696 106,007
------------ ------------
Contingencies
Partners' capital (deficit):
BUC$holders (2,641,100 BUC$
issued and outstanding) 33,247,378 33,286,865
General partners (338,250) (337,444)
------------ ------------
Total partners' capital 32,909,128 32,949,421
------------ ------------
Total liabilities and partners' capital $ 33,066,824 $ 33,055,428
============ ============
See accompanying notes to financial statements
2
<PAGE>
EAGLE INSURED L.P.
(a limited partnership)
Statements of Financial Condition
(unaudited)
<TABLE>
<CAPTION>
======================= =======================
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
1997 1996 1997 1996
----------------------- -----------------------
<S> <C> <C> <C> <C>
REVENUES
Interest income:
Mortgage loans $ 654,622 $ 692,399 $1,267,306 $1,306,653
Loan receivable from
affiliate 73,482 71,549 144,372 143,756
Temporary investments 15,705 9,999 30,004 21,084
Equity gain 0 41,354 0 56,339
---------- ---------- ---------- ----------
Total revenues 743,809 815,301 1,441,682 1,527,832
---------- ---------- ---------- ----------
EXPENSES
General and administrative 55,447 46,858 108,362 93,818
Amortization of deferred
loan origination fees 7,521 7,521 15,042 15,042
---------- ---------- ---------- ----------
Total expenses 62,968 54,379 123,404 108,860
---------- ---------- ---------- ----------
Net income $ 680,841 $ 760,922 $1,318,278 $1,418,972
========== ========== ========== ==========
ALLOCATION OF NET
INCOME
BUC$holders $ 628,795 $ 707,274 $1,215,053 $1,313,733
========== ========== ========== ==========
General partners:
Special distribution $ 39,214 $ 39,214 $ 78,428 $ 78,428
Other 12,832 14,434 24,797 26,811
---------- ---------- ---------- ----------
$ 52,046 $ 53,648 $ 103,225 $ 105,239
========== ========== ========== ==========
Net income per BUC $ .24 $ .27 $ .46 $ .50
========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
EAGLE INSURED L.P.
(a limited partnership)
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(unaudited)
============================================
General
Total BUC$holders Partners
--------------------------------------------
Partners' capital (deficit) -
January 1, 1997 $ 32,949,421 $ 33,286,865 $ (337,444)
Net income 1,318,278 1,215,053 103,225
Distributions (1,358,571) (1,254,540) (104,031)
------------ ------------ ------------
Partners' capital (deficit) -
June 30, 1997 $ 32,909,128 $ 33,247,378 $ (338,250)
============ ============ ============
See accompanying notes to financial statements
4
<PAGE>
EAGLE INSURED L.P.
(a limited partnership)
STATEMENTS OF CASH FLOWS
(unaudited)
==========================
Six Months Ended
June 30,
--------------------------
1997 1996
--------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Interest received $ 1,439,521 $ 1,418,004
General and administrative expenses paid (88,892) (105,385)
----------- -----------
Net cash provided by operating activities 1,350,629 1,312,619
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Principal payments received on mortgage loans 75,659 66,203
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid to partners (1,319,357) (1,319,357)
----------- -----------
Net increase in cash and cash equivalents 106,931 59,465
Cash and cash equivalents at beginning of the period 1,228,487 1,145,895
----------- -----------
Cash and cash equivalents at end of the period $ 1,335,418 $ 1,205,360
=========== ===========
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
Net income $ 1,318,278 $ 1,418,972
----------- -----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity gain 0 (56,339)
Amortization of deferred loan origination fees 15,042 15,042
Changes in:
Interest receivable (2,163) (53,489)
Other assets 6,997 3,253
Due to affiliates 29,805 (4,528)
Accrued expenses (17,330) (10,292)
----------- -----------
Total adjustments 32,351 (106,353)
----------- -----------
Net cash provided by operating activities $ 1,350,629 $ 1,312,619
=========== ===========
Reconciliation of distributions paid to partners:
Distributions to partners $(1,358,571) $(1,358,571)
Increase in distribution payable 39,214 39,214
----------- -----------
Distributions paid to partners $(1,319,357) $(1,319,357)
=========== ===========
See accompanying notes to financial statements
5
<PAGE>
EAGLE INSURED L.P.
(a limited partnership)
Notes to Financial Statements
June 30, 1997
(unaudited)
NOTE 1 - General
These financial statements have been prepared without audit. In the opinion of
management, the financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the financial position
of Eagle Insured L.P. (the "Partnership") as of June 30, 1997, the results of
operations for the three and six months ended June 30, 1997 and 1996 and cash
flows for the six months ended June 30, 1997 and 1996. However, the operating
results for the interim periods may not be indicative of the results expected
for the full year.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted. It is suggested that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Partnership's Annual Report on Form 10-K/A-2 filed with the Securities and
Exchange Commission for the year ended December 31, 1996.
6
<PAGE>
EAGLE INSURED L.P.
(a limited partnership)
Notes to Financial Statements
June 30, 1997
(unaudited)
NOTE 2 - Investment in Mortgage Loans and Equity Loans to Developers
Information relating to investments in FHA co-insured mortgage loans and equity
loans to developers as of June 30, 1997 and December 31, 1996 is as follows:
<TABLE>
<CAPTION>
Interest Mortgage Mortgage Equity Equity
Funding Final Rate on Loan Loan Loan Loan
Closing Completion Maturity Mortgage Balance at Balance at Balance at Balance at
Project Date Date Date (1) Loan (2) 6/30/97 12/31/96 6/30/97 (4) 12/31/96 (4)
- - ------- ---- ---- -------- -------- ------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cross Creek
Apartments
Charlotte,
NC(3) 06/10/88 2/1/91 1/1/30 8.95% $17,063,666 $17,106,744 $ 0 $ 0
Weatherly Walk
Apartments
Fayetteville,
GA 08/18/88 12/5/89 11/1/29 8.95% 7,534,132 7,553,454 0 0
Woodgate Manor
Gainesville,
FL(3) 12/12/88 12/13/88 1/1/24 8.95% 2,949,797 2,963,056 0 0
----------- ----------- ------ -----
$27,547,595 $27,623,254 $ 0 $ 0
=========== =========== ====== =====
</TABLE>
(1) The Partnership may call for prepayment of the total loan at any time after
the tenth anniversary of the date the mortgage loan funding was completed.
The Partnership, in order to call for prepayment, would be required to
terminate the mortgage insurance contract with FHA (and/or the coinsurer)
not later than the accelerated payment date. Since the exercise of such
option would be at the Partnership's discretion, it is intended to be
exercised only where the Partnership determines that the value of the
Development has increased by an amount which would justify accelerating
payment in full and assuming the risks of foreclosure if the mortgagor
failed to make the accelerated payment. The Partnership presently expects
to dispose of such loans within 10 to 15 years after acquisition.
For a period of five years from the loan closing date, the owners of the
properties did not have the right to prepay the mortgage loans without the
consent of the General Partners. Beginning in the sixth year and
thereafter, any prepayment during one calendar year in an amount in excess
of 15% of the original principal amount of the mortgage loan will be
subject to a prepayment penalty. The prepayment penalty is 5% in the sixth
year and decreases 1% per year thereafter.
(2) Includes a servicing fee of 0.07% paid by the developer to Related Mortgage
Corporation (an affiliate of the Related General Partner); however, does
not include additional interest which may be payable.
(3) The general partnership interest of the project is held by an affiliate of
the Related General Partner.
(4) Equity operating losses have reduced the carrying value of these loans to
zero as of June 30, 1997 and December 31, 1996 without elimination of the
amount due and owing to the Partnership.
<PAGE>
EAGLE INSURED L.P.
(a limited partnership)
Notes to Financial Statements
June 30, 1997
(unaudited)
NOTE 3 - Related Parties
The General Partners and their affiliates perform services for the Partnership
which include, but are not limited to: accounting and financial management;
registrar, transfer and assignment functions; asset management; investor
communications; printing and other administrative services. The General Partners
and their affiliates receive reimbursements for costs incurred in connection
with these services, the amount of which is limited by the provisions of the
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement"). The costs and expenses were:
Three Months Ended Six Months Ended
June 30, June 30,
----------------- -----------------
1997 1996 1997 1996
----------------- -----------------
Prudential-Bache Properties, Inc.
("PBP") and affiliates $15,029 $ 1,201 $24,952 $16,593
Related Federal Insured L.P. (the
"Related General Partner") and
affiliates 13,235 15,000 24,347 30,000
------- ------- ------- -------
$28,264 $16,201 $49,299 $46,593
======= ======= ======= =======
The present owner of the Cross Creek property ("Walsh/Cross Creek L.P.")
acquired title to the property upon the default of the original developer.
Significant interests in Walsh/Cross Creek L.P. are held by affiliates of the
Related General Partner. The Partnership made a loan of $3,060,000 to
Walsh/Cross Creek L.P. (the "Cross Creek Loan") to pay for costs incurred to
complete construction and to fund operating deficits. The Cross Creek Loan bears
interest at the prime rate plus 1.0% and is due on January 1, 2030 or on the
occurrence of other events as more fully described in the loan agreement. The
amount loaned to Walsh/Cross Creek L.P. is classified as a loan receivable from
affiliate and is anticipated to be repaid from cash flows from the property.
Stephen M. Ross holds a majority interest in the Related General Partner and has
guaranteed to the Partnership, subject to certain conditions contained in the
Guarantee Agreement and Amendment to the Guarantee as follows: (i) the
performance of all obligations for the payment of interest on the Cross Creek
Loan when due in accordance with documentation evidencing the Cross Creek Loan;
(ii) the payment of principal on the Cross Creek Loan on or before December 31,
2000; (iii) the repayment on or before December 31, 2000 of the $1,783,900
equity loan (currently recorded at zero) previously made to the original
developer of Cross Creek; and (iv) the payment when due of interest and
principal at an interest rate of 8.95% of the $17,494,100 first mortgage loan
previously made to the original developer.
In accordance with the Guarantee Agreement and Amendment to the Guarantee and
except as otherwise required by HUD, available cash flow or capital proceeds
from the Cross Creek property will be applied first to all expenses of operating
and maintaining the property, debt service and/or satisfaction of the mortgage
loan, equity loan and Cross Creek Loan, then to reimburse Stephen M. Ross for
operating deficit payments which he has made (amounting to $206,012 for the six
months ended June 30, 1997 and $3,388,744 cumulatively), then to additional
interest, default rate and guaranteed rate payments as set forth in the
Subordinated Note and the Additional Interest Guarantee.
Prudential Securities Incorporated ("PSI"), an affiliate of PBP, owns 6,655 BUC$
at June 30, 1997.
8
<PAGE>
EAGLE INSURED L.P.
(a limited partnership)
Notes to Financial Statements
June 30, 1997
(unaudited)
NOTE 4 - Contingencies
Previous quarterly and annual reports by the Partnership have disclosed the
commencement and status of the putative class action captioned Kinnes et al. v.
Prudential Securities Group, Inc. et al. , (CV-93-654) (D.Az.). This putative
class action was transferred, along with certain other cases, by the Judicial
Panel on Multidistrict Litigation to a single judge of the United States
District Court for the Southern District of New York (the "Court") for
consolidated and coordinated pre-trial proceedings under the caption In re
Prudential Securities Incorporated Limited Partnerships Litigation, MDL Docket
1005 (the "Class Action"). As previously disclosed in the last quarterly report,
the Related General Partner and certain of its affiliates entered, in December
1996, into a stipulation of settlement with counsel for plaintiffs to settle the
Class Action against the Related General Partner and certain of its affiliates
(the "Related Settlement").
On June 11, 1997, the Court issued orders that, inter alia, approved the
solicitation statement describing in detail the transactions contemplated
pursuant to the proposed Related Settlement, directed that it be mailed along
with the class notice to the members of the class and rescheduled the settlement
fairness hearing to consider the final approval of the Related Settlement for
August 28, 1997. In accordance with the Court's orders, the solicitation
statement and class notice were mailed to BUC$holders of the Partnership.
There can be no assurance that the conditions to the closing of the proposed
Related Settlement and the reorganization of the Partnership (as disclosed in
previous quarterly and annual reports and in the solicitation statement and
class notice) will be satisfied nor as to the time frame as to which the closing
may occur. In the event that the Related Settlement is not consummated, the
Related General Partner believes it has meritorious defenses to the Class Action
and intends to defend this action vigorously.
NOTE 5 - Subsequent Event
In August 1997, distributions of approximately $627,000 and $52,000 were paid to
the BUC$holders and General Partners, respectively, for the quarter ended
June 30, 1997.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
The Partnership originally invested in four mortgage loans which finance
multifamily residential rental properties, one of which was prepaid in 1994.
All base interest and initially at least 90% in the aggregate of the principal
of the mortgage loans made by the Partnership are coinsured by the FHA (80% of
the 90%) and an affiliate of the Related General Partner (20% of the 90%), with
the remaining 10% of the Partnership's original portfolio comprised of uninsured
non-interest bearing equity loans made directly to the same developers as are
the mortgage investments. With respect to a default on FHA co-insured loans, the
Partnership would bear the risk of loss with respect to uninsured portions of
the loans (10% of the mortgage loan and additional interest), however, these are
secured by the interests in the partnerships owning the underlying properties.
The equity loans to developers are recorded at zero as of June 30, 1997 as a
result of being accounted for under the equity method of accounting without
elimination of the amount due and owing to the Partnership.
The Partnership is entitled to receive additional interest on each mortgage loan
from the annual net cash flow of the development and from a percentage of the
residual value upon sale or refinancing. The receipt of additional interest is
dependent upon the economic performance of the underlying properties. During the
six months ended June 30, 1997 the Partnership received additional interest
payments of approximately $43,000 from Woodgate Manor.
Stephen M. Ross has guaranteed repayment of the principal and interest on a loan
to the Cross Creek developer. See Note 3 to the financial statements for further
information. Mr. Ross remains in compliance with his obligations under the
Guarantee Agreement and Amendment to the Guarantee. However, significant
portions of his assets are in the form of partnership interests and corporate
stock which are pledged or are otherwise illiquid. Furthermore, a significant
portion of the cash flow which Mr. Ross would otherwise be expected to receive
from his business operations is presently pledged to meet other obligations. Mr.
Ross also has contingent liabilities that, if simultaneously called upon, could
result in Mr. Ross having insufficient liquid assets to meet all of his current
liabilities. There can be no assurance that Mr. Ross will have the liquidity
necessary to continue to comply with his obligations under the Guarantee
Agreement and Amendment to the Guarantee. In addition, Mr. Ross has capitalized
the Related General Partner with a demand promissory note and, if called upon to
pay all or a portion of this note, there is no assurance that he will have the
liquidity necessary to meet such demand.
FAI, Ltd. Weatherly Walk Apartments ("Weatherly Walk") and Walsh/Cross Creek
Limited Partnership ("Cross Creek") have in the past experienced recurring
operating losses, working capital deficiencies and negative cash flows which
raised concerns of a potential default on the related mortgage and equity loans.
With respect to Weatherly Walk, the Fayetteville, Georgia market has improved
and the partnership which owns the property is no longer experiencing operating
deficits, working capital deficiencies or negative cash flows and it is
currently meeting its operating obligations including required mortgage
payments. With respect to Cross Creek, which continues to experience recurring
operating losses, as indicated above and in Note 3 to the financial statements,
Stephen M. Ross has guaranteed the performance of all obligations for the
payment of interest (at 8.95%) and principal of the first mortgage together with
the equity loan and has contributed $206,012 during the six months ended June
30, 1997 ($3,388,744 cumulatively) to cover operating losses and working capital
deficiencies, allowing this property to meet all required mortgage payments.
At the beginning of the year, the Partnership had cash and cash equivalents of
approximately $1,228,000. After the receipt of net cash flow from operations of
approximately $1,350,000,
10
<PAGE>
principal payments received on mortgage loans of approximately $76,000 and the
payment of distributions of approximately $1,319,000, the Partnership had
approximately $1,335,000 in cash and cash equivalents at June 30, 1997. The
second quarter distribution of approximately $627,000 was paid to BUC$holders in
August 1997 from adjusted cash flow from operations. Principal and interest
payments from the mortgage loans are anticipated to provide sufficient liquidity
to meet the operating expenditures of the Partnership and to pay distributions
in future years.
For a discussion of the proposed settlement of the Class Action relating to the
Partnership, see Note 4 to the financial statements.
Management is not aware of any trends or events, commitments or uncertainties,
which have not otherwise been disclosed, that will or are likely to impact
liquidity in a material way. All base interest and at least 90% of the principal
of the Partnership's investments in mortgage loans are insured or co-insured by
the FHA and a private mortgage lender (which is an affiliate of the Related
General Partner). The Partnership's investment in unsecured non-interest bearing
equity loans (which represent approximately 10% of the Partnership's original
portfolio) are secured by the interests in the partnerships owning the
underlying properties which are diversified by location so that if one state is
experiencing downturns in the economy, the remaining properties may be
experiencing upswings. However, the geographic diversifications of the portfolio
may not protect against a general downturn in the national economy.
The Partnership anticipates that cash generated currently from the operations of
the properties underlying the Partnership mortgage loans (taking into account
certain guarantees and the current performance of the properties and the
markets) will be sufficient to meet the required debt service payments to the
Partnership.
Results of Operations
The Partnership's net income for the three and six months ended June 30, 1997
decreased by approximately $80,000 and $101,000, respectively, as compared to
1996 for the reasons described below.
Interest income from temporary investments increased approximately $6,000 and
$9,000, respectively, for the three and six months ended June 30, 1997 as
compared to 1996 primarily due to higher cash and cash equivalents balances in
1997.
During the three and six months ended June 30, 1996, the Partnership recorded
equity gains of approximately $41,000 and $56,000, respectively, relating to net
equity gains from the Woodgate Manor property. The reason for not recording any
equity gains (losses) in 1997 was due to the carrying value of the Woodgate
Manor equity loan being reduced to zero by the net equity loss for the full year
1996.
General and administrative expenses increased approximately $9,000 and $15,000,
respectively, for the three and six months ended June 30, 1997 as compared to
1996. The increase during the three months ended June 30, 1997 was primarily due
to an overaccrual of expense reimbursements to the General Partners in the first
quarter of 1996 which was adjusted in the second quarter of 1996. The increase
during the six months ended June 30, 1997 was primarily due to an increase in
legal costs in the first quarter of 1997 as well as an overaccrual of audit fees
at December 31, 1995.
11
<PAGE>
Additional Information
The following table lists the respective occupancy rates at the properties
securing the mortgage loans as of July 6, 1997:
Property Location Occupancy %
- - -------- -------- -----------
Cross Creek Apartments Charlotte, NC 94.7%
Weatherly Walk Apartments Fayetteville, GA 91.7%
Woodgate Manor Gainesville, FL 91.9%
12
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Incorporated by reference to Note 4 to the financial statements filed
herewith in Item 1 of Part I of the Registrant's Quarterly Report.
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information
Thomas F. Lynch, III ceased to serve as President, Chief Executive Officer,
Chairman of the Board of Directors and Director of Prudential-Bache Properties,
Inc. effective May 2, 1997. Effective May 2, 1997, Brian J. Martin was elected
President, Chief Executive Officer, Chairman of the Board of Directors and
Director of Prudential-Bache Properties, Inc.
Solicitation information was mailed to BUC$holders in connection with the
proposed Related Settlement (see Note 4 to the financial statements filed
herewith in Item 1 of Part I of the Registrant's Quarterly Report).
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3(a) and 4(a) Agreement of Limited Partnership, as amended
(incorporated by reference to Exhibits 3(a) and 4(a) to the Partnership's
Prospectus, dated December 11, 1987, filed pursuant to Rule 424(b) under
the Securities Act of 1933, File No. 33-17059).
3(b) and 4(b) Certificate of Limited Partnership, as amended
(incorporated by reference to Exhibits 3(a) and 4(a) to the Registration
Statement on Form S-11, (File No. 33-17059) dated November 17, 1987 and to
Amendment No. 2 to such Registration Statement dated December 2, 1987).
27 Financial Data Schedule (filed herewith).
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
13
<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.
EAGLE INSURED L.P.
By: Related Federal Insured L.P.
A Delaware limited partnership, General Partner
By: RFI Associates, Inc.
A Delaware corporation,
general partner of the General Partner
Date: August 13, 1997 By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Vice President
(Principal Financial Officer)
Date: August 13, 1997 By: /s/ Richard A. Palermo
----------------------
Richard A. Palermo
Treasurer
(Principal Accounting Officer)
By: Prudential-Bache Properties, Inc.
A Delaware corporation, General Partner
Date: August 13, 1997 By: /s/ Eugene D. Burak
-------------------
Eugene D. Burak
Vice President
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from the financial
statements for Eagle Insured L.P. and is qualified in its entirety by reference
to such financial statements
</LEGEND>
<CIK> 0000821203
<NAME> Eagle Insured L.P.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,335,418
<SECURITIES> 0
<RECEIVABLES> 30,814,145
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 33,066,824
<CURRENT-LIABILITIES> 157,696
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 32,909,128
<TOTAL-LIABILITY-AND-EQUITY> 33,066,824
<SALES> 0
<TOTAL-REVENUES> 1,441,682
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 123,404
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,318,278
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,318,278
<EPS-PRIMARY> .46
<EPS-DILUTED> 0
</TABLE>
