<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [Fee Required]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the transition period from ________________to_______________
Commission file number 0-17576
WINDSOR PARK PROPERTIES 6, A CALIFORNIA LIMITED PARTNERSHIP
-----------------------------------------------------------
(Exact name of small business issuer in its charter)
California 33-0299846
---------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 W. Grand Avenue, Suite 202, Escondido, California 92025
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (619) 746-2411
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g)
of the Exchange Act: Units of Limited Partnership Interest
-------------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $883,600
DOCUMENTS INCORPORATED BY REFERENCE: None
1
<PAGE>
TABLE OF CONTENTS
-----------------
PART I
------
Page
----
Item 1. Description of Business 3
Item 2. Description of Properties 5
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II
-------
Item 5. Market for the Partnership's Units and Related Security
Holder Matters 7
Item 6. Management's Discussion and Analysis 7
Item 7. Financial Statements 10
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 22
PART III
--------
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of The
Exchange Act 22
Item 10. Executive Compensation 23
Item 11. Security Ownership of Certain Beneficial Owners and
Management 23
Item 12. Certain Relationships and Related Transactions 23
Item 13. Exhibits and Reports on Form 8-K 24
SIGNATURES 25
2
<PAGE>
PART I
------
Item 1. DESCRIPTION OF BUSINESS
-----------------------
Business Development
- --------------------
Windsor Park Properties 6, a California Limited Partnership (the Partnership),
was formed in June 1988 pursuant to the provisions of the California Uniform
Limited Partnership Act. The General Partners of the Partnership are The
Windsor Corporation, a California corporation, and John A. Coseo, Jr., chief
executive officer, president and principal stockholder of The Windsor
Corporation. The Partnership term is set to expire in December 1999; however,
the Partnership may either be dissolved earlier or extended under certain
circumstances. The Partnership may be extended at the recommendation of the
General Partners with approval of a majority of Limited Partners.
The Partnership was organized to acquire and hold existing manufactured home
communities for investment. Its principal investment objectives are to provide
to its Limited Partners: (i) distributions of cash from operations,
(ii) preservation, protection and eventual return of the Limited Partners'
investment, and (iii) realization of appreciation in the value of the properties
acquired.
The Partnership was funded through a public offering of 300,000 limited
partnership units (Units). A total of 299,325 Units were sold with gross
proceeds aggregating $29,932,500. The offering commenced in September 1988
and terminated in March 1990. The net proceeds from the offering were
originally expended for the acquisition of undivided interests in nine
fully-developed manufactured home communities located in Arizona, Nevada,
Montana, Indiana, Florida, and Kansas. The Partnership paid all cash for
these properties.
In August 1993, the Partnership sold its interests in five manufactured home
communities for net proceeds of $16,412,300.
In February 1995, through a proxy vote of the limited partners, an amendment to
the Agreement of Limited Partnership was approved permitting the financing of
currently owned manufactured home communities and the reinvestment of financing
proceeds into newly acquired manufactured home communities to be purchased with
permanent mortgage financing. Overall Partnership mortgage financing will not
exceed 55% of the value of existing and newly acquired properties.
Subsequent to the approval of the financing and reinvestment proposal discussed
above, the Partnership obtained three loans collateralized by interests in
currently owned manufactured home communities. The proceeds from these loans
were used as partial consideration to purchase interests in three additional
manufactured home communities. The remaining consideration was obtained from
permanent mortgage financing.
In June 1995, the Partnership and an affiliated limited partnership jointly
obtained a $3,479,800 loan collateralized by the Carefree Village manufactured
home community, a jointly owned property. The Partnership's share of this loan
is $1,531,100. In September 1995, the Partnership and a separate affiliated
limited partnership jointly obtained a $1,550,000 loan, collateralized by the
Town and Country Estates community, a jointly owned property. The Partnership's
share of this loan is $899,000. In September 1995, the Partnership obtained a
$1,340,000 loan, collateralized by the Chisholm Creek and Circle K communities.
In August 1995, the Partnership purchased a 31% undivided interest in the Garden
Walk manufactured home community located in Palm Beach Gardens, Florida. The
remaining undivided interest in the community was acquired by an affiliated
limited partnership. The Partnership's cost of its equity
3
<PAGE>
interest in the community was $1,114,000. The Partnership and the affiliated
limited partnership jointly obtained a $5,700,000 loan, collateralized by the
community, in connection with the purchase. The Partnership's share of this loan
is $1,767,000.
In September 1995, the Partnership purchased a 41% interest in the Rancho
Margate manufactured home community located in Margate, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $1,189,700.
In connection with the purchase, the joint venture assumed a mortgage note of
the seller, with an initial balance of $3,737,100. The note is collateralized
by the community. The Partnership's share of the initial note assumed was
$1,532,200.
In October 1995, the Partnership purchased a 41% interest in the Winter Haven
manufactured home community located in Winter Haven, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $779,000.
In connection with the purchase, the joint venture assumed a mortgage note of
the seller, with an initial balance of $1,641,600. The note is collateralized
by the community. The Partnership's share of the initial note assumed was
$673,100.
The Partnership owns interests in the following manufactured home communities
at December 31, 1996:
<TABLE>
<CAPTION>
Date
Name of Property Ownership Acquired Location
- ---------------- --------- -------- --------
<S> <C> <C> <C>
Circle K 100% May 1989 Las Vegas, Nevada
Chisholm Creek 100% July 1989 Wichita, Kansas
Town and Country Estates 58% January 1989 Tucson, Arizona
Carefree Village 44% July 1990 Tampa, Florida
Garden Walk 31% August 1995 Palm Beach Gardens, Florida
Rancho Margate 41% September 1995 Margate, Florida
Winter Haven 41% October 1995 Winter Haven, Florida
</TABLE>
No further property financings or investment property acquisitions are planned
by the General Partners.
The overall occupancy of the Partnership's seven communities was approximately
93% at December 31, 1996. The General Partners continue to maintain the
properties in good condition and promote them to improve occupancy. There are
no current plans to dispose of any of these properties.
Business of Issuer
- ------------------
The Partnership is currently in the business of managing, holding for
investment, and eventually selling the existing manufactured home communities.
Competitors of the Partnership include other public and private limited
partnerships, individuals, corporations, and other entities engaged in real
estate investment activities. Competition for such properties varies with
changes in the supply or demand for similar or competing properties in a given
area, changes in interest rates and the availability of mortgage funds, and
changes in tax, real estate, environmental, and zoning laws.
Partnership profitability depends in part on maximizing occupancy and rental
rates in its manufactured home communities. Rents and occupancy rates are
affected by both changes in general economic conditions and changes in local
conditions such as levels of employment, supply of other comparable units or
competitive housing alternatives, zoning laws, and the availability and cost of
energy and transportation.
4
<PAGE>
All of the Partnership's properties are located in or near large urban areas.
Accordingly, they compete for rentals not only with other manufactured home
communities but with apartments and any other form of low-cost housing that
might exist.
The Partnership's profitability also depends on the minimization of both
property and partnership administration expenses. Expenses are affected by
changes in general economic trends and changes in local conditions such as
prevailing wages, utility rates, insurance costs, and real estate taxation
practices.
The Partnership has no employees. Partnership administrative services are
provided by The Windsor Corporation, which is reimbursed for costs incurred on
behalf of the Partnership. An independent property management company employs
all of the properties' on-site personnel and is reimbursed by the Partnership
for all such costs.
Item 2. DESCRIPTION OF PROPERTIES
-------------------------
The Partnership owns interests in seven properties. The Partnership operates
the properties as manufactured home communities, renting space to manufactured
home tenants on a month-to-month basis. The properties compete for rentals with
other manufactured home communities and apartments in their local markets. All
of the properties are encumbered. It is the General Partners' opinion that the
properties are in good condition and are adequately insured.
<TABLE>
<CAPTION>
Town and Country Garden Walk
Estates ----------- Circle K
------- Palm Beach --------
Tucson, Gardens, Las Vegas,
Location Arizona Florida Nevada
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Percentage of Ownership 58% 31% 100%
Date Acquired 1/89 8/95 5/89
Acreage 38 71 5
Number of Spaces 320 484 59
Monthly Rents (1) $202 $351 $275
Occupancy Level:
December 31, 1996 97% 91% 100%
Real Estate Taxes $32,600 $163,400 $4,600
Federal Tax Basis (3) $2,103,300 $2,750,900 $729,800
Mortgate Information:
Balance payable $1,550,000 $5,700,000 $1,340,000
Interest rate 8.47% 8.47% 8.47%
Amortization period -- -- --
Maturity date 9/02 8/02 9/02
Balance due at maturity $1,550,000 $5,700,000 $1,340,000
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Item 2. DESCRIPTION OF PROPERTIES (continued)
Rancho Chisholm
Winter Haven Margate Creek
------------ ------- -----
Winter Haven Margate, Wichita,
Location Florida, Florida Kansas
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Percentage of Ownership 41% 41% 100%
Date Acquired 10/95 9/95 7/89
Acreage 30 29 45
Number of Spaces 238 245 251
Monthly Rents (1) $211 $351 $147
Occupancy Level:
December 31, 1996 98% 98% 94%
Real Estate Taxes $35,600 $144,900 $30,000
Federal Tax Basis (3) $1,375,100 $2,642,200 $1,668,200
Mortgate Information:
Balance payable $1,625,500 $3,698,100 (2)
Interest rate 9.04% 9.04% (2)
Amortization period 30 yr. 30 yr. (2)
Maturity date 6/23 7/23 (2)
Balance due at maturity $0 $0 (2)
</TABLE>
<TABLE>
<CAPTION>
Carefree
Village
-------
Tampa,
Location Florida
- --------------------------------------------------------------------------------------------------------
<S> <C>
Percentage of Ownership 44%
Date Acquired 7/90
Acreage 58
Number of Spaces 406
Monthly Rents (1) $263
Occupancy Level:
December 31, 1996 87%
Real Estate Taxes $113,800
Federal Tax Basis (3) $2,374,200
Mortgate Information:
Balance payable $3,479,800
Interest rate 8.47%
Amortization period --
Maturity date 6/02
Balance due at maturity $3,479,800
</TABLE>
(1) Average rental rates in effect on December 31, 1996.
(2) Same mortgage note payable as Circle K
(3) For income tax purposes, the properties and their components are
depreciated using both straight-line and accelerated methods over useful
lives ranging from 5 to 40 years.
6
<PAGE>
Item 3. LEGAL PROCEEDINGS
-----------------
There are no pending legal proceedings, other than ordinary routine litigation
incidental to the business, to which the Partnership is a party or of which any
of its properties is the subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
There were no matters submitted to security holders for a vote during the fourth
quarter of the fiscal year covered by this report.
PART II
-------
Item 5. MARKET FOR THE PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS
----------------------------------------------------------------------
A public market for the Partnership's units does not exist and is not likely to
develop. As of December 31, 1996, there were approximately 3,700 persons
holding an aggregate of 295,791 Units.
Cash distributions paid to limited partners since December 31, 1994 are as
follows:
<TABLE>
<CAPTION>
Per $1,000
Date Paid Amount (1) Invested (2)
- --------- --------- --------------
<S> <C> (C)
February 1997 $300,000 $10.02
August 1996 $300,000 $10.02
February 1996 $300,000 $10.02
August 1995 $150,000 $ 5.01
May 1995 $150,000 $ 5.01
February 1995 $150,000 $ 5.01
</TABLE>
(1) Amounts exclude General Partner participation.
(2) Computed based on $29,932,500 original investment.
Cash distributions paid to the General Partners since December 31, 1994 were
$10,500. The General Partners expect that the Partnership will make cash
distributions on a semi-annual basis in the future.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
a) Liquidity and Capital Resources
-------------------------------
The Partnership's primary sources of cash during the years ended December 31,
1996 and 1995 were from the operations of its investment properties, cash
distributions from joint ventures and proceeds from a mortgage note payable.
The primary uses of cash during the same period were for investments in joint
ventures, debt service and cash distributions to partners.
In February 1995, through a proxy vote of the limited partners, an amendment to
the Agreement of Limited Partnership was approved permitting the financing of
currently owned manufactured home communities and the reinvestment of financing
proceeds into newly acquired manufactured home
7
<PAGE>
communities to be purchased with permanent mortgage financing. Overall
Partnership mortgage financing will not exceed 55% of the value of existing and
newly acquired properties.
Subsequent to the approval of the financing and reinvestment proposal discussed
above, the Partnership obtained three loans collateralized by interests in
currently owned manufactured home communities. The proceeds from these loans
were used as partial consideration to purchase interests in three additional
manufactured home communities. The remaining consideration was obtained from
permanent mortgage financing.
In June 1995, the Partnership and an affiliated limited partnership jointly
obtained a $3,479,800 loan collateralized by the Carefree Village manufactured
home community, a jointly owned property. The Partnership's share of this loan
is $1,531,100. In September 1995, the Partnership and a separate affiliated
limited partnership jointly obtained a $1,550,000 loan, collateralized by the
Town and Country Estates community, a jointly owned property. The Partnership's
share of this loan is $899,000. In September 1995, the Partnership obtained a
$1,340,000 loan, collateralized by the Chisholm Creek and Circle K communities.
All of these loans are payable in monthly interest only installments bearing
interest at 90 day LIBOR plus 2.95% (8.47% at December 31, 1996) and are due in
2002. The Partnership and the affiliated partnerships are contingently liable
for the full amounts of the loans.
In August 1995, the Partnership purchased a 31% interest in Garden Walk
manufactured home community located in Palm Beach Gardens, Florida. The
remaining undivided interest in the community was acquired by an affiliated
limited partnership. The Partnership's cost of its equity interest in the
community was $1,114,000. The Partnership and the affiliated limited
partnership jointly obtained a $5,700,000 loan, collateralized by the community,
in connection with the purchase. The Partnership's share of the loan is
$1,767,000. The loan is payable in monthly interest only installments bearing
interest at 90 day LIBOR plus 2.95% (8.47% at December 31, 1996) and is due in
2002. The Partnership and the affiliated limited partnership are both
contingently liable for the full amount of the loan.
In September 1995, the Partnership purchased a 41% interest in the Rancho
Margate manufactured home community located in Margate, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $1,189,700.
In connection with the purchase, the joint venture assumed a mortgage note of
the seller. The note, which is collateralized by the property, is payable in
monthly installments, including interest at 50% of six month LIBOR plus 6.26%
(9.04% at December 31, 1996) until June 2003. Thereafter, the interest rate
increases to 50% of six month LIBOR plus 7.26%, until the note matures in July
2023. At December 31, 1996, the outstanding balance on this note is
$3,698,100 (the Partnership's share is $1,516,200).
In October 1995, the Partnership purchased a 41% interest in the Winter Haven
manufactured home community located in Winter Haven, Florida. The remaining
interests in the community were acquired by affiliated limited partnerships.
The Partnership's cost of its equity interest in the community was $779,000. In
connection with the purchase, the joint venture assumed a mortgage note of the
seller. The note, which is collateralized by the property, is payable in
monthly installments, including interest at 50% of six month LIBOR plus
6.26% (9.04% at December 31, 1996) until May 2003. Thereafter, the interest
rate increases to 50% of six month LIBOR plus 7.26%, until the note matures in
June 2023. At December 31, 1996, the outstanding balance on this note is
$1,625,500 (the Partnership's share is $666,500).
At December 31, 1996, the Partnership's total mortgage debt, including its
proportionate share of joint venture debt, was $7,719,800, consisting entirely
of variable rate debt. The average rate of interest
8
<PAGE>
on the variable rate debt was 8.6% at December 31, 1996.
The Partnership owns interests in the following manufactured home communities
at December 31, 1996:
<TABLE>
<CAPTION>
Date
Name of Property Ownership % Acquired Location
- ---------------- ---------- -------- --------
<S> <C> <C> <C>
Circle K 100% May 1989 Las Vegas, Nevada
Chisholm Creek 100% July 1989 Wichita, Kansas
Town and Country Estates 58% January 1989 Tucson, Arizona
Carefree Village 44% July 1990 Tampa, Florida
Garden Walk 31% August 1995 Palm Beach Gardens, Florida
Rancho Margate 41% September 1995 Margate, Florida
Winter Haven 41% October 1995 Winter Haven, Florida
</TABLE>
No further property financings or investment property acquisitions are planned
by the General Partners.
As discussed in Note 9 to the financial statements, pursuant to the Partnership
Agreement, net profits from the sale of Partnership properties should be
allocated first to each partner with a negative capital account balance in an
amount equal to the amount of the negative capital account of each partner.
Subsequent to the issuance of the 1995 financial statements, the general
partners determined that the financial statements did not properly reflect the
income allocation provisions of the Partnership Agreement. Accordingly,
partners' equity at December 31, 1994, has been restated from the amounts
previously reported to properly allocate net profits from the sale of
Partnership properties among the partners in accordance with the provisions of
the Partnership Agreement.
The future sources of cash for the Partnership will be provided from property
operations, cash reserves, and ultimately from the sale of property. The future
uses of cash will be for Partnership administration, capital expenditures, cash
distributions to partners and debt service. The General Partners believe that
the future sources of cash are sufficient to meet the working capital
requirements of the Partnership for the foreseeable future.
b) Results of Operations
---------------------
The results of operations for the years ended December 31, 1996 and 1995 are not
directly comparable due to the purchases of interests in the Garden Walk, Rancho
Margate and Winter Haven manufactured home communities in August 1995, September
1995 and October 1995, respectively. Net income for the years ended December
31, 1996 and 1995 was $187,600 and $198,300, respectively. Net income per
limited partnership unit was $0.63 in 1996 and $0.66 in 1995.
Rent and utilities revenues increased from $513,100 in 1995 to $571,200 in 1996.
The overall occupancy of the Partnership's two wholly owned properties increased
from 91% at December 31, 1995 to 95% at December 31, 1996. In addition, rent
increases of $14 and $11 per month were implemented at Circle K in May 1996 and
May 1995, respectively; and increases of $8 and $5 per month were implemented at
Chisholm Creek in June 1996 and June 1995, respectively.
Equity in earnings of joint ventures represents the Partnership's share of the
net income of the Carefree Village and Town and Country Estates manufactured
home communities, and since their purchase, the Garden Walk, Rancho Margate
and Winter Haven manufactured home communities. Equity in earnings of joint
ventures increased from $247,000 in 1995, to $250,700 in 1996. The increase is
attributable to the purchases of Garden Walk, Rancho Margate and Winter Haven
offset by increased interest
9
<PAGE>
expense at the Carefree Village and Town and Country Estates communities
relating to the loans obtained in 1995, as previously discussed. The overall
occupancy of the Partnership's five joint venture properties was 93% at December
31, 1996 compared to 95% at December 31, 1995. Recent rent increases implemented
include $8 and $12 per month at Town and Country effective May 1996 and May
1995, respectively; $10, $10 and $13 per month at Garden Walk, Winter Haven, and
Rancho Margate, respectively, effective January 1996; and $5 and $10 per month
at Carefree effective September 1996 and 1995, respectively.
Property operating costs decreased slightly from $277,100 in 1995 to $276,600 in
1996. The overall decrease is attributable mainly to higher utilities costs
offset by lower promotional expenses.
Interest expense increased from $39,100 in 1995 to $124,100 in 1996 due to the
$1,340,000 mortgage note payable obtained by the Partnership in September 1995,
as discussed previously.
General and administrative expenses decreased slightly from $121,400 in 1995 to
$120,600 in 1996.
Item 7. FINANCIAL STATEMENTS
--------------------
The following financial statements are filed as a part of this report:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 11
Balance Sheet at December 31, 1996 12
Statements of Operations for the years ended
December 31, 1996 and 1995 13
Statements of Partners' Equity for the years
ended December 31, 1996 and 1995 14
Statements of Cash Flows for the years ended
December 31, 1996 and 1995 15
Notes to Financial Statements 16
</TABLE>
10
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
Windsor Park Properties 6
(A California Limited Partnership)
Escondido, California
We have audited the accompanying balance sheet of Windsor Park Properties 6 (the
Partnership) as of December 31, 1996 and the related statements of operations,
partners' equity and cash flows for each of the two years in the period ended
December 31, 1996. 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, such financial statements present fairly, in all material
respects, the financial position of Windsor Park Properties 6 as of December
31, 1996 and the results of its operations and its cash flows for each of the
two years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.
As discussed in Note 9, partners' equity at December 31, 1994 has been restated.
Deloitte & Touche LLP
Costa Mesa, California
February 28, 1997
11
<PAGE>
WINDSOR PARK PROPERTIES 6
-------------------------
(A California Limited Partnership)
BALANCE SHEET
-------------
<TABLE>
<CAPTION>
December 31, 1996
-----------------
ASSETS
- ------
<S> <C>
Property held for investment, net $2,669,000
Investments in joint ventures 5,543,300
Cash and cash equivalents 530,200
Deferred financing costs 59,800
Other assets 41,000
----------
$8,843,300
==========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Liabilities:
Mortgage note payable $1,340,000
Accounts payable 6,100
Accrued expenses 46,800
Tenant deposits and other liabilities 48,000
----------
1,440,900
----------
Partners' equity:
Limited partners 7,390,400
General partners 12,000
----------
7,402,400
----------
$8,843,300
==========
</TABLE>
See accompanying notes to financial statements.
12
<PAGE>
<TABLE>
<CAPTION>
WINDSOR PARK PROPERTIES 6
-------------------------
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
------------------------
For The Year Ended December 31,
------------------------------
1996 1995
---------- -----------
<S> <C> <C>
REVENUES
- --------
Rent and utilities $571,200 $513,100
Equity in earnings of joint ventures 250,700 247,000
Interest 23,700 27,900
Other 38,000 19,700
-------- --------
883,600 807,700
-------- --------
COSTS AND EXPENSES
- ------------------
Property operating 276,600 277,100
Depreciation and amortization 174,700 171,800
Interest 124,100 39,100
General and administrative:
Related parties 77,500 69,200
Other 43,100 52,200
-------- -------
696,000 609,400
-------- --------
Net income $187,600 $198,300
======== ========
Net income - general partners $ 1,900 $ 2,000
======== ========
Net income - limited partners $185,700 $196,300
======== ========
Net income per limited partnership unit $ 0.63 $ 0.66
======== ========
</TABLE>
See accompanying notes to financial statements.
13
<PAGE>
<TABLE>
<CAPTION>
WINDSOR PARK PROPERTIES 6
-------------------------
(A California Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
----------------------------------------------
General Partners Limited Partners Total
---------------- ---------------- ---------
<S> <C> <C> <C>
Balance at December 31, 1994
- as previously reported $(183,700) $8,304,900 $8,121,200
Reallocation of partners' equity
(Note 9) 202,300 (202,300)
--------- ---------- ----------
Balance at December 31, 1994,
- as restated 18,600 8,102,600 8,121,200
Cash distributions (4,500) (450,000) (454,500)
Net income 2,000 196,300 198,300
Repurchase of limited partnership
units (23,800) (23,800)
--------- ---------- ----------
Balance at December 31, 1995 16,100 7,825,100 7,841,200
Cash distributions (6,000) (600,000) (606,000)
Net income 1,900 185,700 187,600
Repurchase of limited partnership
units (20,400) (20,400)
--------- ---------- ----------
Balance at December 31, 1996 $ 12,000 $7,390,400 $7,402,400
========= ========== ==========
</TABLE>
See accompanying notes to financial statements.
14
<PAGE>
WINDSOR PARK PROPERTIES 6
-------------------------
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------
1996 1995
-------------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 187,600 $ 198,300
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 174,700 171,800
Equity in earnings of joint ventures (250,700) (247,000)
Joint ventures' cash distributions 250,700 247,000
Amortization of deferred financing costs 10,400
Changes in operating assets and liabilities:
Other assets 20,100 15,300
Accounts payable (2,400) (2,800)
Accrued expenses (1,400) 18,500
Tenant deposits and other liabilities (22,200) 1,700
--------- -----------
Net cash provided by operating activities 366,800 402,800
--------- -----------
Cash flows from investing activities:
Joint ventures' cash distributions 162,100 2,356,300
Increase in property held for investment (25,000) (65,000)
Investments in joint ventures (3,082,700)
--------- -----------
Net cash provided by (used in) investing activities 137,100 (791,400)
--------- -----------
Cash flows from financing activities:
Cash distributions (606,000) (454,500)
Repurchase of limited partnership units (20,400) (23,800)
Payment of deferred financing costs (200) (73,100)
Proceeds from mortgage note payable 1,340,000
--------- -----------
Net cash (used in) provided by financing activities (626,600) 788,600
--------- -----------
Net (decrease) increase in cash and cash equivalents (122,700) 400,000
Cash and cash equivalents at beginning of year 652,900 252,900
--------- -----------
Cash and cash equivalents at end of year $ 530,200 $ 652,900
========= ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest (none capitalized) $ 114,200 $ 25,900
========= ===========
</TABLE>
See accompanying notes to financial statements.
15
<PAGE>
WINDSOR PARK PROPERTIES 6
-------------------------
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------------
The Partnership
- ---------------
Windsor Park Properties 6, A California Limited Partnership (the Partnership),
was formed in June 1988 for the purpose of acquiring and holding existing
manufactured home communities for investment. The General Partners of the
Partnership are The Windsor Corporation, a California corporation, and John A.
Coseo, Jr., chief executive officer, president, and principal stockholder of
The Windsor Corporation (TWC).
The Partnership was funded through a public offering of 300,000 limited
partnership units at $100 per unit which commenced in September 1988 and
terminated in March 1990. The Partnership term is set to expire in December
1999; however, the Partnership may either be dissolved earlier or extended
under certain circumstances. The Partnership may be extended at the
recommendation of the General Partners with approval of a majority of the
Limited Partners.
The following is a summary of the Partnership's significant accounting policies:
Property Held for Investment
- ----------------------------
Property held for investment is recorded at the lower of cost or estimated net
realizable value after disposition costs and depreciated over various estimated
useful lives (buildings and improvements - 10 to 20 years; fixtures and
equipment - 3 to 5 years) using the straight-line method. When assets are sold
or otherwise disposed of, the cost and related accumulated depreciation are
removed from the accounts, and any gain or loss is included in net income.
Repairs and maintenance are charged to operations as incurred.
In 1996, the Partnership adopted Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of". Accordingly, property held for investment
is reviewed for impairment annually or whenever events or changes in
circumstances indicate that the carrying values of the properties may not be
recoverable. Impairment is measured as the difference between the carrying
value of the property and its fair value. The adoption of SFAS No. 121 did not
have an effect on the 1996 financial statements of the Partnership.
Investments in Joint Ventures
- -----------------------------
The investments in joint ventures are accounted for by the equity method as the
Partnership does not exercise control over the ventures.
Financing Costs
- ---------------
Financing costs are amortized to interest expense over the life of the note
using the level yield method.
Income Taxes
- ------------
Under provisions of the Internal Revenue Code and the California Revenue and
Taxation Code, partnerships are generally not subject to income taxes. The
tax effect of any income or loss accrues
16
<PAGE>
to the individual partners.
Net Income per Limited Partnership Unit
- ---------------------------------------
Net income per limited partnership unit is calculated based on the weighted
average number of limited partnership units outstanding during the year and the
net income allocated to the Limited Partners. The weighted average number of
limited partnership units outstanding during the years ended December 31, 1996
and 1995 was 296,583 and 298,214, respectively.
Statements of Cash Flows
- ------------------------
For purposes of the statements of cash flows, the Partnership considers all
highly-liquid investments purchased with an original maturity of three months
or less to be cash equivalents.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 2. PARTNERSHIP AGREEMENT
---------------------
In accordance with the Partnership Agreement, the maximum liability of the
Limited Partners is the amount of their capital contributions. The number of
limited partnership units outstanding at December 31, 1996 and 1995 was
295,791 and 297,119, respectively, which represented capital contributions of
$29,579,100 and $29,711,900, respectively. During the years ended December 31,
1996 and 1995, the Partnership repurchased 1,328 units and 1,468 units,
respectively, for $20,400 and $23,800, respectively. The General Partners
owned 10 units at both December 31, 1996 and 1995.
The General Partners are entitled to receive from the Partnership various fees
and compensation which are summarized as follows:
Operational Stage
- -----------------
The profits, losses and cash distributions of the Partnership during the
operational stage are allocated 99% to the Limited Partners and 1% to the
General Partners.
The Partnership reimburses TWC for certain direct expenses, and employee,
executive and administrative time incurred on the Partnership's behalf. The
Partnership was charged $90,300 and $79,100 for such costs during the years
ended December 31, 1996 and 1995, respectively. These costs are included in
property operating and general and administrative expenses in the accompanying
statements of operations.
Liquidation Stage
- -----------------
The General Partners receive 1% of profits, losses and cash distributions from
the sale or financing of Partnership properties. This participation increases
to 15% after the Limited Partners have received their original invested
capital plus a 9% cumulative, non-compounded annual return.
The General Partners generally receive 1% of profits and losses from the sale of
Partnership properties.
17
<PAGE>
However, if applicable, profits on sale will be first allocated 100% to the
General Partners to the extent of their negative capital account.
During the years ended December 31, 1996 and 1995, the General Partners received
cash distributions of $6,000 and $4,500, respectively.
NOTE 3. PROPERTY HELD FOR INVESTMENT
----------------------------
Property held for investment consists of two manufactured home communities
summarized as follows:
<TABLE>
<CAPTION>
Name of Property Date Acquired Location
---------------- ------------- --------
<S> <C> <C>
Circle K May 19, 1989 Las Vegas, Nevada
Chisholm Creek July 27, 1989 Wichita, Kansas
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
-----------------
<S> <C>
Land $ 508,800
Buildings and improvements 3,406,300
Fixtures and equipment 23,900
-----------
3,939,000
Less accumulated depreciation (1,270,000)
-----------
$ 2,669,000
===========
</TABLE>
NOTE 4. INVESTMENTS IN JOINT VENTURES
-----------------------------
The Partnership's investments in joint ventures consist of interests in five
manufactured home communities summarized as follows:
<TABLE>
<CAPTION>
Ownership
Name of Property Percentage Date Acquired Location
- ---------------- ---------- ------------- --------
<S> <C> <C>
Town and Country Estates 58% January 17, 1989 Tucson, Arizona
Carefree Village 44% July 31, 1990 Tampa, Florida
Garden Walk 31% August 15, 1995 Palm Beach Gardens, Florida
Rancho Margate 41% September 20, 1995 Margate, Florida
Winter Haven 41% October 11, 1995 Winter Haven, Florida
</TABLE>
The remaining interests in the communities are owned by affiliated California
limited partnerships, which have the same General Partners as the Partnership.
In June 1995, the Partnership and an affiliated limited partnership jointly
obtained a $3,479,800 loan collateralized by the Carefree Village community, a
jointly-owned property. The Partnership's share of this loan is $1,531,100.
The loan is payable in monthly interest only installments bearing interest at
90-day LIBOR plus 2.95% (8.47% at December 31, 1996) and is due in June 2002.
The Partnership and the affiliated limited partnership are both contingently
liable for the full amount of the loan.
18
<PAGE>
In September 1995, the Partnership and an affiliated limited partnership jointly
obtained a $1,550,000 loan collateralized by the Town and Country Estates
community, a jointly-owned property. The Partnership's share of the loan is
$899,000. The loan is payable in monthly interest only installments bearing
interest at 90-day LIBOR plus 2.95% (8.47% at December 31, 1996) and is due in
September 2002. The Partnership and the affiliated limited partnership are both
contingently liable for the full amount of the loan.
In August 1995, the Partnership purchased a 31% interest in the Garden Walk
community for a cost of $1,114,000. In connection with the purchase, the
Partnership and an affiliated limited partnership jointly obtained a $5,700,000
loan, collateralized by the community. The Partnership's share of the loan is
$1,767,000. The loan is payable in monthly interest only installments bearing
interest at 90-day LIBOR plus 2.95% (8.47% at December 31, 1996) and is due in
August 2002. The Partnership and the affiliated limited partnership are both
contingently liable for the full amount of the loan.
In September 1995, the Partnership purchased a 41% interest in the Rancho
Margate community for a cost of $1,189,700. In connection with the purchase,
the joint venture assumed a mortgage note of the seller. The note, which is
collateralized by the community, is payable in monthly installments, including
interest at 50% of six-month LIBOR plus 6.26% (9.04% at December 31, 1996)
until June 2003. Thereafter, the interest rate increases to 50% of six-month
LIBOR plus 7.26%, until the note matures in July 2023. At December 31, 1996,
the outstanding balance on this note is $3,698,100 (the Partnership's share
is $1,516,200).
In October 1995, the Partnership purchased a 41% interest in the Winter Haven
community for a cost of $779,000. In connection with the purchase, the joint
venture assumed a mortgage note of the seller. The note, which is
collateralized by the community, is payable in monthly installments, including
interest at 50% of six-month LIBOR plus 6.26% (9.04% at December 31, 1996) until
May 2003. Thereafter, the interest rate increases to 50% of six-month LIBOR
plus 7.26%, until the note matures in June 2023. At December 31, 1996, the
outstanding balance on this note is $1,625,500 (the Partnership's share is
$666,500).
The combined condensed financial position and results of operations of the joint
ventures (including Garden Walk, Rancho Margate and Winter Haven since their
purchase) follow:
<TABLE>
<CAPTION>
Financial Position December 31, 1996
- ------------------ -----------------
<S> <C>
Property held for investment, net $ 28,663,200
Cash 76,600
Other assets 768,500
------------
Total assets $ 29,508,300
============
Mortgage notes payable $ 16,053,400
Accounts payable 54,400
Other liabilities 175,800
------------
Total liabilities 16,283,600
Partners' equity 13,224,700
------------
$ 29,508,300
============
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
For The Year Ended December 31,
-------------------------------
Results of Operations 1996 1995
- --------------------- ---------- ----------
<S> <C> <C>
Property revenues $5,406,400 $2,983,200
---------- ----------
Expenses:
Property operating 2,468,600 1,346,600
Interest 1,454,900 550,800
Depreciation 843,900 517,900
---------- ----------
4,767,400 2,415,300
---------- ----------
Net income $ 639,000 $ 567,900
========== ==========
</TABLE>
NOTE 5. MORTGAGE NOTE PAYABLE
---------------------
In September 1995, the Partnership obtained a $1,340,000 mortgage loan
collateralized by the Chisholm Creek and Circle K communities. The loan is
payable in monthly interest only installments bearing interest at 90-day
LIBOR plus 2.95% (8.47% at December 31, 1996) and is due in September 2002.
NOTE 6. DISTRIBUTIONS TO LIMITED PARTNERS
---------------------------------
Distributions to limited partners in excess of net income allocated to limited
partners are considered a return of capital. A breakdown of cash distributions
to the Limited Partners for the years ended December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
1996 1995
---------------------- ----------------------
Per Amount Per
Amount Unit Unit
------ ---- ----
<S> <C> <C> <C> <C>
Net income
- Limited Partners $185,700 $0.63 $196,300 $0.66
Return of capital 414,300 1.39 253,700 0.85
-------- ----- -------- -----
$600,000 $2.02 $450,000 $1.51
======= ===== ======== =====
</TABLE>
20
<PAGE>
NOTE 7. INCOME TAXES
------------
Certain transactions of the Partnership are reported in different periods for
financial and tax reporting purposes. A reconciliation between amounts reported
for financial statement and federal tax return purposes as of December 31, 1996
and 1995 and for the years then ended follows:
<TABLE>
<CAPTION>
1996 1995
------------------------------- ---------------------------
Net Partners' Net Partners'
Income Equity Income Equity
------------ --------------- ----------- ------------
<S> <C> <C> <C>
Per financial
statements $ 187,600 $ 7,402,400 $198,300 $ 7,841,200
Syndication costs 3,434,600 3,434,600
Gain on sale of
property held for
investment (25,400) 455,400 480,800
Depreciation (54,800) (978,600) (52,200) (923,800)
Other (77,600) (50,000) (900) 27,600
--------- ----------- -------- -----------
Per Partnership
tax return $ 29,800 $10,263,800 $145,200 $10,860,400
========= =========== ======== ===========
</TABLE>
NOTE 8. FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
The carrying amounts of cash and cash equivalents, accounts payable, accrued
expenses and other liabilities approximate fair value because of the short
maturity of the financial instruments. The mortgage note payable bears interest
at a variable rate indexed to LIBOR; therefore, the General Partners believe
the carrying value of the note approximates fair value.
NOTE 9. RESTATEMENT OF PARTNERS' EQUITY
-------------------------------
Pursuant to the Partnership Agreement, net profits from the sale of Partnership
properties should be allocated first to each partner with a negative capital
account balance in an amount equal to the amount of the negative capital account
of each partner. Subsequent to the issuance of the 1995 financial statements,
the General Partners determined that the financial statements did not properly
reflect the income allocation provisions of the Partnership Agreement.
Accordingly, partners' equity at December 31, 1994 has been restated from the
amounts previously reported to properly allocate net profits from the sale of
Partnership properties among the partners in accordance with the provisions of
the Partnership Agreement. The effect of this restatement on the Partnership's
financial statements is summarized below:
<TABLE>
<CAPTION>
As Previously
Reported As Restated
------------- -----------
Equity Balance
- --------------
<S> <C> <C>
General Partners $ (183,700) $ 18,600
Limited Partners $8,304,900 $8,102,600
</TABLE>
21
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
-------------------
There were no disagreements over accounting or financial disclosure with the
independent accountants for the Partnership.
PART III
--------
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
The original general partners of the Partnership were The Windsor Corporation
(Windsor), and John A. Coseo, Jr. Mr. Coseo, his wife Patricia Ann Coseo and
their children owned a majority of the stock of Windsor.
In July 1994, Windsor merged into Windsor Group, Inc., a majority-owned
subsidiary. In conjunction with the merger, Windsor Group, Inc. changed its
name to The Windsor Corporation (Wincorp). Subsequent to the merger, Mr. Coseo,
his wife Patricia Ann Coseo and their children own a majority of the stock of
Wincorp.
Windsor and Wincorp were incorporated in 1977 and 1992, respectively, to engage
in the real estate syndication business. Since 1979 they have concentrated
solely on the acquisition, management, and sale of fully-developed manufactured
home communities through the investment programs which they sponsor.
The executive officers of Windsor and Wincorp do not receive direct compensation
from the Partnership in these capacities and are only required to spend such
time on the Partnership's affairs as is deemed necessary. Substantial amounts
of these officers' time is expected to be spent on matters unrelated to the
Partnership, particularly after the completion of its offering and acquisition
stages.
The names, ages, and nature of the positions held by the directors and executive
officers of Wincorp follow:
<TABLE>
<CAPTION>
Name Age Office
------------------- ------ -----------------------------------------
<S> <C> <C>
John A. Coseo, Jr. 58 Chairman of the Board and Chief Executive
Officer
Patricia A. Coseo 55 Secretary and Director
</TABLE>
A brief background of the directors and executive officers follows.
John A. Coseo, Jr. (58) was the founder of Windsor in 1974 and has been actively
involved in all facets of the manufactured housing business since that time.
From 1979 to the present, Mr. Coseo has acted as general partner or advisor in
the acquisition and management of 56 manufactured home communities throughout
the United States. Mr. Coseo is the Chairman and chief executive officer of
Wincorp. Mr. Coseo is a general partner of seven limited partnerships which
have registered their securities under the Securities and Exchange Act of 1934.
Mr. Coseo is also Chairman, chief executive officer, and a trustee of Wincorp's
first sponsored real estate investment trust, Windsor Real Estate Investment
Trust 8. Mr. Coseo is the husband of Patricia A. Coseo.
22
<PAGE>
Patricia A. Coseo (55) is and has been the Secretary and a Director of Windsor
and Wincorp for the past ten years. She is involved in corporate planning and
development, and is the spouse of John A. Coseo, Jr.
Item 10. EXECUTIVE COMPENSATION
----------------------
The Partnership has not paid and does not propose to pay any remuneration or
retirement benefits to the directors or executive officers of The Windsor
Corporation. Refer to Item 12 (Certain Relationships and Related Transactions)
for cash distributions and expense reimbursements paid to The Windsor
Corporation by the Partnership.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
No person is known by the Partnership to be the beneficial owner of
more than 5% of the limited partnership units.
(b) Security Ownership of Management
The following table presents certain information regarding the number of
units owned, directly or indirectly, by (i) each General Partner and
(ii) all General Partners as a group as of December 31, 1996:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Units of Limited John A. Coseo, Jr.,
Partnership Interest a General Partner 10 .003%
-- ----
Units of Limited All General Partners as
Partnership Interest a group 10 .003%
== ====
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The following table reflects all compensation accrued or paid to the General
Partners during the years ended December 31, 1996 and 1995.
<TABLE>
<CAPTION>
Form of Compensation and Entity Receiving 1996 1995
- ----------------------------------------- ---- ----
<S> <C> <C>
Expense reimbursement - The Windsor Corporation $90,300 $79,100
Cash distributions - The Windsor Corporation 6,000 $ 4,500
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
Item 13. EXHIBITS AND REPORTS ON 8-K
----------------------------
<C> <S>
(a) Exhibits and Index of Exhibits
(3) - Certificate and Agreement of Limited Partnership filed
as Exhibit A to Registration Statement No. 33-23183 and
incorporated herein by reference.
(27) - Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last
quarter of the period covered by this Form 10-KSB.
</TABLE>
24
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 26th day of
March, 1997.
WINDSOR PARK PROPERTIES 6
A California Limited Partnership
By: /s/ John A. Coseo, Jr.
-----------------------
JOHN A. COSEO, JR.
Individual General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John A. Coseo, Jr. General Partner and Chairman of the March 26, 1997
- ---------------------
JOHN A. COSEO, JR. Board of The Windsor Corporation
(Principal Executive Officer of The
Windsor Corporation)
/s/ Patricia A. Coseo Director of The Windsor Corporation March 26, 1997
- ---------------------
PATRICIA A. COSEO
</TABLE>
25
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF WINDSOR PARK PROPERTIES 6 AS OF DECEMBER 31, 1996 AND THE RELATED
STATEMENTS OF OPERATIONS, PARTNER'S EQUITY AND CASH FLOWS FOR THE YEAR THEN
ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 530,200
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,939,000
<DEPRECIATION> 1,270,000
<TOTAL-ASSETS> 8,843,300
<CURRENT-LIABILITIES> 0
<BONDS> 1,340,000
0
0
<COMMON> 0
<OTHER-SE> 7,402,400<F1>
<TOTAL-LIABILITY-AND-EQUITY> 8,843,300
<SALES> 0
<TOTAL-REVENUES> 883,600
<CGS> 0
<TOTAL-COSTS> 276,600
<OTHER-EXPENSES> 295,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 124,100
<INCOME-PRETAX> 187,600
<INCOME-TAX> 0
<INCOME-CONTINUING> 187,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 187,600
<EPS-PRIMARY> 0.63<F2>
<EPS-DILUTED> 0
<FN>
<F1>LIMITED AND GENERAL PARTNERS EQUITY.
<F2>NET INCOME PER LIMITED PARTNERSHIP UNIT
</FN>
</TABLE>
