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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-17738
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Fiduciary Capital Pension Partners, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 86-0653603
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(State of organization) (I.R.S. Employer
Identification No.)
410 17th Street
Suite 400
Denver, Colorado 80202
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (800) 866-7607
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 .
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Fiduciary Capital Pension Partners, L.P.
Quarterly Report on Form 10-Q for the
Quarter Ended September 30, 1996
Table of Contents
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Page
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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited) 3
Schedule of Investments -
September 30, 1996 3
Balance Sheets - September 30, 1996 and
December 31, 1995 5
Statements of Operations for the three
months ended September 30, 1996 and 1995 6
Statements of Operations for the nine
months ended September 30, 1996 and 1995 7
Statements of Cash Flows for the nine
months ended September 30, 1996 and 1995 8
Statements of Changes in Net Assets for
the nine months ended September 30, 1996 and
for the year ended December 31, 1995 9
Selected Per Unit Data and Ratios 10
Notes to Financial Statements 11
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 14
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 6. Exhibits and Reports on Form 8-K 21
</TABLE>
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FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
(unaudited)
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1996 1995
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ASSETS:
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Investments (Note 5):
Portfolio investments, at value:
Managed companies (amortized cost -
$13,773,097 and $14,272,465,
respectively) $ 14,091,477 $ 11,377,790
Temporary investments, at amortized cost 5,493,828 8,647,334
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Total investments 19,585,305 20,025,124
Cash and cash equivalents 297,014 175,768
Accrued interest receivable (Note 5) 278,439 117,461
Other assets 2,336 3,095
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Total assets $ 20,163,094 $ 20,321,448
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LIABILITIES:
Payable to affiliates (Notes 2, 3 and 4) $ 49,735 $ 54,494
Accounts payable and accrued liabilities 406,607 31,327
Distributions payable to partners 362,595 362,595
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Total liabilities 818,937 448,416
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CONTINGENCIES (Notes 5 and 6)
NET ASSETS:
Managing General Partner (10,587) (5,298)
Limited Partners (equivalent to $16.18
and $16.61, respectively, per limited
partnership unit based on 1,196,564
units outstanding) 19,354,744 19,878,330
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Net assets 19,344,157 19,873,032
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Total liabilities and net assets $ 20,163,094 $ 20,321,448
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</TABLE>
The accompanying notes to financial statements are
an integral part of these financial statements.
5
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FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(unaudited)
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1996 1995
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INVESTMENT INCOME:
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Income:
Interest $ 409,862 $ 634,928
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Total investment income 409,862 634,928
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Expenses:
Investment advisory fees (Note 2) 35,643 49,757
Professional fees 25,883 14,792
Fund administration fees (Note 3) 29,581 29,581
Administrative expenses (Note 3) 17,223 17,223
Independent General Partner fees
and expenses (Note 4) 10,782 10,577
Other expenses 8,963 9,713
Amortization -- 2,625
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Total expenses 128,075 134,268
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NET INVESTMENT INCOME 281,787 500,660
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REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized (loss) gain on investments,
including accrual for potential
litigation settlement (Note 5) (354,188) 528,313
Net change in unrealized gain (loss)
on investments 38,023 (299,523)
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Net (loss) gain on investments (316,165) 228,790
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NET (DECREASE) INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ (34,378) $ 729,450
========= =========
</TABLE>
The accompanying notes to financial statements are
an integral part of these financial statements.
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FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(unaudited)
<TABLE>
<CAPTION>
1996 1995
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INVESTMENT INCOME:
Income:
Interest $ 1,223,987 $ 1,853,671
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Total investment income 1,223,987 1,853,671
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Expenses:
Investment advisory fees (Note 2) 112,827 149,270
Professional fees 94,758 42,948
Fund administration fees (Note 3) 88,745 88,745
Administrative expenses (Note 3) 51,671 51,671
Independent General Partner fees
and expenses (Note 4) 37,918 38,565
Other expenses 38,294 25,949
Amortization -- 7,875
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Total expenses 424,213 405,023
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NET INVESTMENT INCOME 799,774 1,448,648
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REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized (loss) gain on investments,
including accrual for potential
litigation settlement (Note 5) (3,453,919) 2,512,172
Net change in unrealized gain (loss)
on investments 3,213,055 (899,110)
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Net (loss) gain on investments (240,864) 1,613,062
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NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 558,910 $ 3,061,710
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</TABLE>
The accompanying notes to financial statements are
an integral part of these financial statements.
7
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FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(unaudited)
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1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets resulting from operations $ 558,910 $ 3,061,710
Adjustments to reconcile net increase in net assets resulting
from operations to net cash provided by operating activities:
Accreted discount on portfolio investments (35,256) (58,394)
Amortization -- 7,875
Change in assets and liabilities:
Accrued interest receivable (160,978) (176,249)
Other assets 759 (394)
Payable to affiliates (4,759) 5,799
Accounts payable and accrued liabilities 4,653 (5,908)
Prepaid interest income -- (52,635)
Net realized loss (gain) on investments,
including accrual for potential
litigation settlement 3,453,919 (2,512,172)
Net change in unrealized (gain) loss
on investments (3,213,055) 899,110
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Net cash provided by operating activities 604,193 1,168,742
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of portfolio investments (3,655,003) (2,753,876)
Proceeds from dispositions of portfolio investments 1,106,335 3,927,645
Sale (purchase) of temporary investments, net 3,153,506 (915,881)
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Net cash provided by investing activities 604,838 257,888
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CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions paid to partners (1,087,785) (1,375,605)
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Net cash used in financing activities (1,087,785) (1,375,605)
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NET INCREASE IN CASH AND
CASH EQUIVALENTS 121,246 51,025
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 175,768 173,095
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 297,014 $ 224,120
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</TABLE>
The accompanying notes to financial statements are
an integral part of these financial statements.
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FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
AND FOR THE YEAR ENDED DECEMBER 31, 1995
(unaudited)
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<CAPTION>
1996 1995
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Increase in net assets resulting from operations:
Net investment income $ 799,774 $ 1,725,971
Net realized (loss) gain on investments,
including accrual for potential
litigation settlement (3,453,919) 3,790,988
Net change in unrealized gain (loss)
on investments 3,213,055 (6,116,647)
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Net increase (decrease) in net
assets resulting from operations 558,910 (599,688)
Repurchase of limited partnership units -- (1,959,487)
Distributions to partners from -
Net investment income (984,060) (1,541,685)
Realized gain on investments (103,725) --
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Total decrease in net assets (528,875) (4,100,860)
Net assets:
Beginning of period 19,873,032 23,973,892
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End of period (including undistributed
net investment income of $0
and $184,286, respectively) $ 19,344,157 $ 19,873,032
============ ============
</TABLE>
The accompanying notes to financial statements are
an integral part of these financial statements.
9
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FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
SELECTED PER UNIT DATA AND RATIOS
(unaudited)
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For the Three Months For the Nine Months
Ended September 30, Ended September 30,
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1996 1995 1996 1995
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Per Unit Data:
Investment income $ .34 $ .48 $ 1.01 $ 1.42
Expenses (.11) (.10) (.35) (.31)
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Net investment income .23 .38 .66 1.11
Net realized gain (loss) on investments,
including accrual for potential
litigation settlement (.28) .41 (2.85) 1.92
Net change in unrealized (loss) gain
on investments .03 (.23) 2.66 (.69)
Distributions declared to partners (.30) (.30) (.90) (.90)
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Net (decrease) increase in net asset value (.32) .26 (.43) 1.44
Net asset value:
Beginning of period 16.50 19.65 16.61 18.47
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End of period $ 16.18 $ 19.91 $ 16.18 $ 19.91
============= ============= ============= =============
Ratios (annualized):
Ratio of expenses to average net assets 2.62% 2.09% 2.87% 2.17%
Ratio of net investment income to
average net assets 5.77% 7.80% 5.41% 7.75%
Number of limited partnership units at end of period 1,196,564 1,296,999 1,196,564 1,296,999
</TABLE>
The accompanying notes to financial statements are an
integral part of these selected per unit data and ratios.
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FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996
(unaudited)
1. GENERAL
The accompanying unaudited interim financial statements include all
adjustments (consisting solely of normal recurring adjustments) which are, in
the opinion of FCM Fiduciary Capital Management Company ("FCM"), the Managing
General Partner of the Fund, necessary to fairly present the financial position
of the Fund as of September 30, 1996 and the results of its operations, changes
in net assets and its cash flows for the periods then ended.
These financial statements should be read in conjunction with the
Significant Accounting Policies and other Notes to Financial Statements
included in the Fund's annual audited financial statements for the year ended
December 31, 1995.
2. INVESTMENT ADVISORY FEES
As compensation for its services as investment adviser, FCM receives a
subordinated monthly fee at the annual rate of 1% of the Fund's available
capital, as defined in the Partnership Agreement. Investment advisory fees of
$112,827 were paid by the Fund for the nine months ended September 30, 1996.
3. FUND ADMINISTRATION FEES
As compensation for its services as fund administrator, FCM receives a
monthly fee at the annual rate of .45% of net proceeds available for
investment, as defined in the Partnership Agreement. Fund administration fees
of $88,745 were paid by the Fund for the nine months ended September 30, 1996.
FCM is also reimbursed, subject to various limitations, for administrative
expenses incurred in providing accounting and investor services to the Fund.
The Fund reimbursed FCM for administrative expenses of $51,671 for the nine
months ended September 30, 1996.
4. INDEPENDENT GENERAL PARTNER FEES AND EXPENSES
As compensation for services rendered to the Fund, each of the
Independent General Partners receives from the Fund and Fiduciary Capital
Partners, L.P., an affiliated fund, (collectively, the "Funds") an annual fee
of $30,000, payable monthly in arrears, together with all out-of-pocket
expenses. Each Fund's allocation of these fees and expenses is based on the
relative number of outstanding Units. Fees and expenses paid by the Fund for
the nine months ended September 30, 1996 totaled $37,918.
5. PORTFOLIO INVESTMENTS
Canadian's Holdings, Inc. On October 3, 1996, the Fund commenced an
adversary proceeding in the Canadian's Holdings, Inc. ("Canadian's) Chapter 11
bankruptcy case against Finova Capital Corporation ("Finova"), Benson Selzer
and Joseph Eiger. The complaint seeks a declaratory judgment that sales taxes
collected by Canadian's and turned over to Finova were "trust funds" collected
by Canadian's on behalf of various state tax authorities. Through the
complaint, the Fund has objected to Finova's secured claim against Canadian's,
which was guaranteed by Benson Selzer and Joseph Eiger, and
11
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FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996
(unaudited)
seeks to recover the sales tax and certain other amounts for the benefit of
Canadian's bankruptcy estate.
As a result of this litigation and the issues involved, the Fund
accrued $370,627 for legal costs and possible payments that may be required to
settle the litigation or to fund the payment of Canadian's outstanding sales
tax liabilities. This accrued amount was recorded as a realized loss in the
Fund's Statements of Operations.
Atlas Environmental, Inc. The companies which Atlas Environmental,
Inc. ("Atlas") acquired with the proceeds of the Fund's subordinated debt
investment have not performed as well as expected, and as a consequence, Atlas
has defaulted on certain financial covenants in its agreements with its senior
lender and with the Fund. The senior lender, the Bank of New York, has reacted
to the covenant defaults by limiting Atlas' availability under its revolving
credit facility and by instructing Atlas not to pay the $111,450 quarterly
interest payments that were due on the Fund's subordinated debt during July and
October 1996. In accordance with the intercreditor agreement between the Fund
and the Bank of New York, the bank can block payments to the Fund for up to 180
days. During August 1996, the company entered into a letter of intent, under
the terms of which some of the company's businesses would be sold for cash.
This sale, if consummated, would provide cash to pay the Fund's interest. As a
result, the Fund accrued the interest due on the subordinated debt as of
September 30, 1996.
On November 5, 1996, the purchaser notified Atlas that it wanted to
renegotiate the terms of the transaction, including a reduction in the purchase
price. Atlas management has advised the Fund that they do not expect to be able
to reach agreement with the purchaser and therefore Atlas will remain in
default. Meetings with the Bank of New York have been scheduled for the week of
November 11, 1996 and will include Atlas management and representatives of
Fiduciary Capital. As a result of these developments, it has now become
unlikely that the Fund will collect the accrued interest due on its
subordinated debt investment in the near term. The accrued interest totaled
$202,079 as of September 30, 1996 and the Fund reversed the accrual of this
interest on November 5, 1996.
LMC Operating Corp. The Fund has committed to provide up to
$1,632,960 of additional subordinated debt to LMC Operating Corp. ("LMC"), of
which $816,480 was advanced on November 1, 1996.
6. CONTINGENCIES
FCM was named as a defendant in a class action lawsuit brought in
March 1995 against PaineWebber Incorporated ("PaineWebber") and a number of its
affiliates concerning the sale of 70 different limited partnerships and other
direct investment programs. During May 1995, the Court entered an order
certifying the class and dismissing the class action against FCM without
prejudice.
During January 1996, PaineWebber signed a memorandum of understanding
with the plaintiffs in the class action outlining the terms under which the
parties agreed to settle the case. Pursuant to that memorandum of
understanding, PaineWebber irrevocably deposited $125 million into an escrow
fund under the supervision of the United States District Court for the Southern
District of New York to be used to resolve the litigation. On July 17, 1996,
PaineWebber and the class plaintiffs submitted a definitive settlement
12
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agreement, which has been preliminarily approved by the Court. The agreement
provides for the complete resolution of the class action litigation, including
releases in favor of the Fund and FCM, and the allocation of the $125 million
settlement fund among investors in the various partnerships at issue in the
case. As part of the settlement, PaineWebber also agreed to provide class
members with certain financial guarantees relating to some of the partnerships,
including the Fund. The details of the settlement were described in a notice
mailed directly to class members at the direction of the Court. A final hearing
on the proposed settlement is scheduled to continue during November 1996.
A similar, though smaller, suit was filed against PaineWebber and
various affiliated entities (not including FCM) during February 1996 in a
California state court.
FCM believes that this litigation will be resolved without any
material adverse effect on the Fund's financial condition.
13
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1996, the Fund held portfolio investments in eight
Managed Companies, with an aggregate cost of approximately $13.8 million.
These portfolio investments, which were made from net offering proceeds and the
reinvestment of proceeds from the sale of other portfolio investments,
represent approximately 72.8% of the Fund's net assets. When acquired, these
portfolio investments generally consisted of high-yield subordinated debt,
linked with an equity participation or a comparable participation feature in
middle market companies. These securities were typically issued in private
placement transactions and were subject to certain restrictions on transfer or
sale, thereby limiting their liquidity. A number of the portfolio companies
have prepaid their subordinated debt that the Fund held. In addition, three of
the portfolio companies have successfully completed initial public offerings
("IPOs") of their stock. The Fund has sold the stock it held in these three
companies, except for a portion of its KEMET Corporation ("KEMET") stock.
As of September 30, 1996, the Fund's remaining assets were invested in
short-term commercial paper. These funds are available to fund follow-on
investments, for distribution to the partners or to fund the annual repurchase
offer.
During January 1996, the Fund invested $3,200,602 in Atlas. The
investment consists of $3,265,920 of 13.5% Senior Subordinated Secured Notes
due January 19, 2003, with warrants to acquire 338,423 shares of common stock.
The warrants have an exercise price of $8.00 per share. The Atlas common stock
is currently traded over the counter on a limited basis with quotations
provided via the OTC Bulletin Board under the symbol "ATEV".
See Note 5 to the financial statements for a discussion of significant
recent developments concerning this investment, including the fact that Atlas
is in default on its interest payments to the Fund. As a result of these
developments, this subordinated debt investment was placed on non-accrual
status on November 5, 1996.
During February 1996, the Fund sold its Huntington Holdings, Inc.
("Huntington") warrants. As discussed below, the Fund has received $1,106,335
of proceeds from this transaction. These proceeds have been reserved by the
Managing General Partner to partially fund either the Fund's 1996 repurchase
offer or any additional follow-on investments that the Fund may make in
existing portfolio companies.
During June 1994, the Fund invested $2,348,080 in LMC. The investment
consisted of $2,396,000 of 13.00% Senior Subordinated Notes due May 31, 1999
with warrants to acquire common stock.
During 1995, LMC's majority owner requested that the Fund participate
in a financial restructuring of LMC. The Fund agreed to the proposed
restructuring, which was consummated during February 1996. As part of the
restructuring, the Fund converted its existing LMC subordinated debt and
warrants into preferred stock and made a follow-on investment for the purchase
of $454,400 of new common stock.
While LMC has experienced significant operating difficulties since the
Fund acquired its LMC investment during 1994, it appears to be progressing
satisfactorily under the guidance of its new management team. The major
accomplishment has been the re-engineering and modernization of the product
line. Initial responses from customers and other industry sources have been
positive. LMC is optimistic about the prospects for sales of its "utility"
models and is hopeful about fleet grooming sales.
14
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LMC is attempting to diversify its product line to reduce the
seasonality of its business and increase the utilization of its manufacturing
facility. It is concentrating on vehicles with low ground pressure in order to
utilize the engineering and manufacturing expertise gained from snow grooming
equipment. The major project currently underway is the internal development of
a tracked utility vehicle designed for use by landscape and other contractors.
This project and other product developments necessitated an additional
follow-on investment by the Fund. LMC is exploring other possible acquisitions,
including one which would result in a reverse merger into a small public
company and a public listing for LMC shares. Any such merger or acquisition
will also require additional Fund investment. The Fund has committed to provide
up to $1,632,960 of additional subordinated debt to LMC, of which $816,480 was
advanced on November 1, 1996. The Fund currently owns 23% of LMC and our
affiliate, Fiduciary Capital Partners, owns 27%.
Pursuant to the terms of the Fund's periodic unit repurchase policy that
was adopted by the Fund's Limited Partners during 1993, the Fund annually
offers to purchase from its Limited Partners up to 7.5% of its outstanding
Units for an amount equal to the current net asset value per Unit, net of a fee
(not to exceed 2%) to be retained by the Fund to offset expenses incurred in
connection with the repurchase offer. If the number of tendered Units in any
year exceeds 7.5% of the outstanding Units, the Fund's General Partners may
vote to repurchase up to an additional 2% of the outstanding Units. The 1996
repurchase offer was mailed to the Limited Partners on October 7, 1996. Limited
Partners tendered 275,741 Units for repurchase. The Fund anticipates
repurchasing approximately 7.64% of the tendered Units, or approximately 91,395
Units, at the Fund's net asset value per Unit as of November 14, 1996. The
actual redemption of tendered Units will occur on November 21, 1996.
Accrued interest receivable increased $160,978 from $117,461 at
December 31, 1995 to $278,439 at September 30, 1996. This increase resulted
primarily from the accrual of interest due on the Atlas notes that were
acquired during January 1996. (See discussion above regarding delinquent status
of the interest payments due from Atlas and the reversal of this accrual
subsequent to September 30, 1996.) This increase was partially offset by a
decrease, to zero, in the accrued interest receivable attributable to the
Fund's Canadian's investment.
Accounts payable and accrued liabilities increased $375,280 from
$31,327 at December 31, 1995 to $406,607 at September 30, 1996. This increase
resulted primarily from the accrual of $370,627 for possible legal costs and
other payments that may be required to settle the Canadian's litigation or to
fund the payment of Canadian's outstanding sales tax liabilities. (See further
discussion below.)
During the nine months ended September 30, 1996, the Fund paid cash
distributions pertaining to the fourth quarter of 1995 and the first and second
quarters of 1996, each in the amount of $362,595. The distribution for the
third quarter of 1996 will be paid on November 15, 1996. These quarterly
distributions are equal to $.30 per Unit and represent an annualized rate equal
to 6.0% of contributed capital.
The Fund's investment period ended on December 31, 1995. Although the
Fund is permitted to make additional investments in existing portfolio
companies after 1995, the Fund is no longer permitted to acquire investments in
new portfolio companies, except to fund commitments made prior to December 31,
1995. This will impact the amount of the Fund's quarterly distributions for
1996 and subsequent years because all proceeds from dispositions or maturities
of investments will be distributed to investors, except to the extent the cash
is needed to fund the annual repurchase offer or to fund any follow-on
investments that the Fund may make in existing portfolio companies.
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<PAGE> 14
As of December 31, 1995, the Fund had committed to make three new
portfolio investments. In addition, the Fund had agreed in principle to the
financial restructuring of LMC. As discussed above, one of the committed
investments, Atlas, was acquired during January 1996 and the LMC financial
restructuring was consummated during February 1996. The other two committed
investments have been abandoned. The portion of the Fund's available capital
that was reserved for these abandoned investments is now reserved to fund
either the Fund's 1996 repurchase offer or any additional follow-on investments
that the Fund may make in existing portfolio companies.
See Note 6 to the financial statements for a discussion of litigation
involving PaineWebber and a number of its affiliates concerning the sale of
limited partnerships and other direct investment programs.
RESULTS OF OPERATIONS
Investment Income and Expenses
The Fund's net investment income was $281,787 for the three months
ended September 30, 1996 as compared to net investment income of $500,660 for
the corresponding period of the prior year. Net investment income per limited
partnership unit decreased from $.38 to $.23 and the ratio of net investment
income to average net assets decreased from 7.80% to 5.77% for the three months
ended September 30, 1996 as compared to the corresponding period of the prior
year.
The Fund's net investment income was $799,774 for the nine months
ended September 30, 1996 as compared to net investment income of $1,448,648 for
the corresponding period of the prior year. Net investment income per limited
partnership unit decreased from $1.11 to $.66 and the ratio of net investment
income to average net assets decreased from 7.75% to 5.41% for the nine months
ended September 30, 1996 as compared to the corresponding period of the prior
year.
Net investment income for both the three and nine month periods ended
September 30, 1996 decreased primarily as a result of decreases in investment
income.
Investment income decreased $225,066 and $629,684, or 35.4% and 34.0%,
for the three and nine month periods ended September 30, 1996, respectively, as
compared to the corresponding periods of the prior year. These decreases
resulted primarily from the conversion of the Fund's LMC debt securities into
non-dividend paying equity securities and the Canadian's bankruptcy. (Both of
these items are discussed elsewhere in this Report.) The Fund's total
investments also decreased as a result of the Fund's repurchase of 7.74% of its
Units during the fourth quarter of 1995.
Total expenses decreased $6,193, or 4.6%, for the three months ended
September 30, 1996 as compared to the corresponding period of the prior year.
This decrease resulted primarily from decreases in investment advisory fees and
amortization expense. These decreases were partially offset by an increase in
professional fees.
Total expenses increased $19,190, or 4.7%, for the nine months ended
September 30, 1996 as compared to the corresponding period of the prior year.
This increase resulted primarily from increases in professional fees and other
expenses. These increases were partially offset by decreases in investment
advisory fees and amortization expense.
For both the three and nine month periods ended September 30, 1996,
the increases in professional fees and other expenses were primarily the result
of legal fees and other costs incurred in connection with Canadian's bankruptcy
proceedings. The investment
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advisory fees decreased as a result of the repurchase of Units by the Fund
during the fourth quarter of 1995 and the realization during February 1996 of
the loss on the Fund's Canadian's investment. Both the repurchase of Units and
the realization of the Canadian's loss decreased the amount of the Fund's
available capital (as defined in the Partnership Agreement), which is the base
with respect to which the investment advisory fees are calculated. The Fund
amortized its organization costs over a five year period beginning with the
inception of the Fund in 1990. Therefore, these costs became fully amortized
during 1995.
Net Realized Gain (Loss) on Investments
Canadian's was a women's specialty retailer, which had 53 stores on
the East Coast, including stores in the New York City and Philadelphia
metropolitan areas. As widely reported in the business press, retailers almost
universally experienced extremely disappointing sales during the 1995 holiday
season. Women's specialty retailers were especially hard hit. This situation
was exacerbated by severe winter weather which hampered store operations from
Boston to Washington, D.C. As a result, a number of apparel retailers filed for
bankruptcy.
Canadian's did not escape the retailing downturn and experienced
significant operating problems. These problems culminated in Canadian's filing
for Chapter 11 bankruptcy protection on February 21, 1996 and ceasing all
operations during March 1996. As discussed in the Fund's previous filings,
Canadian's had embarked on a significant cost cutting program during the fall
of 1995, which included closing marginal stores and reducing general and
administrative costs. However, these measures were not sufficient to offset the
negative impact of the unusually bad holiday season.
As a result of these developments, it became evident that the Fund
will not recover any of its Canadian's investment. Accordingly, the Fund
recognized the $4,103,949 loss on its Canadian's investment as a realized loss
during the three months ended March 31, 1996. This loss recognition did not
significantly affect the Fund's total net gain (loss) on investments for the
nine months ended September 30, 1996 because all but $5 of the loss was
recorded as an unrealized loss during 1995.
On October 3, 1996, the Fund commenced an adversary proceeding in the
Canadian's Chapter 11 bankruptcy case against Finova, Benson Selzer and Joseph
Eiger. The complaint seeks a declaratory judgment that sales taxes collected by
Canadian's and turned over to Finova were "trust funds" collected by Canadian's
on behalf of various state tax authorities. Through the complaint, the Fund has
objected to Finova's secured claim against Canadian's, which was guaranteed by
Benson Selzer and Joseph Eiger, and seeks to recover the sales tax and certain
other amounts for the benefit of Canadian's bankruptcy estate.
As a result of this litigation and the issues involved, the Fund
accrued $370,627 for legal costs and possible payments that may be required to
settle the litigation or to fund the payment of Canadian's outstanding sales
tax liabilities. This accrued amount was recorded as a realized loss in the
Fund's Statements of Operations.
During December 1995, Huntington entered into a letter of intent,
under the terms of which all Huntington stock would be sold for cash. The sale
was consummated during February 1996. The Fund's share of the actual sales
proceeds totaled $1,247,229 of which $1,089,896 was received during February
1996 and $16,439 was received during September 1996. A portion of the escrowed
funds were used to pay various transaction expenses. The balance is still being
held in escrow to fund potential contingent purchase price adjustments, and as
collateral for potential claims of the buyer with respect to representations
made by the selling shareholders, including the Fund. While the remaining
portion of the escrow amount must be maintained for a two year period, certain
of the sellers' representationswill survive for longer periods of time, which
could result in the
17
<PAGE> 16
Fund being required to reimburse the purchaser for certain costs and expenses
after the escrow is released.
The Fund recognized a realized gain of $1,004,218 from this
transaction when it was consummated during February 1996. The Fund did not
assign any value to its $157,333 share of the escrow at that time because it
was uncertain how much, if any, of the escrowed funds would ultimately be
received by the Fund. During September 1996, the Fund received a distribution
of $16,439 of the escrowed funds and recognized a corresponding amount of
additional realized gain. Additional gain will be recognized if the Fund
actually receives a distribution of any of the remaining escrowed funds.
Net Unrealized Gain (Loss) on Investments
FCM values the Fund's portfolio investments on a weekly basis
utilizing a variety of methods. For securities that are publicly traded and for
which market quotations are available, valuations are set by the closing sales,
or an average of the closing bid and ask prices, as of the valuation date.
Fair value for securities that are not traded in any liquid public
markets or that are privately held are determined pursuant to valuation
policies and procedures that have been approved by the Independent General
Partners and subject to their supervision. There is a range of values that are
reasonable for such investments at any particular time. Each such investment is
valued initially based upon its original cost to the Fund ("cost method"). The
cost method is used until significant developments affecting the portfolio
company provide a basis for use of an appraisal valuation. Appraisal valuations
are based upon such factors as the portfolio company's earnings, cash flow and
net worth, the market prices for similar securities of comparable companies and
an assessment of the portfolio company's future financial prospects. In a case
of unsuccessful operations, the appraisal may be based upon liquidation value.
Appraisal valuations are necessarily subjective. The Fund also may use, when
available, third-party transactions in a portfolio company's securities as the
basis of valuation ("private market method"). The private market method is used
only with respect to completed transactions or firm offers made by
sophisticated, independent investors.
As of December 31, 1995, the Fund had recorded $2,153,515 of
unrealized gain and $5,048,190 of unrealized loss on investments. Therefore, as
of December 31, 1995, the Fund had recorded a total net unrealized loss on
investments of $2,894,675.
The net increase in unrealized gain (loss) of investments during the
three and nine month periods ended September 30, 1996 and the cumulative net
unrealized gain on investments as of September 30, 1996, consisted of the
following components:
<TABLE>
<CAPTION>
Unrealized Gain (Loss) Recorded
-------------------------------
During the Three During the Nine
Months Ended Months Ended As of
Portfolio Company September 30, 1996 September 30, 1996 September 30, 1996
- ------------------------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C>
Unrealized net loss recorded during
prior periods with respect to
investments disposed of during
the period $ -- $ 3,348,623 $ --
Neodata -- -- (278,915)
KEMET 4,323 (85,020) 460,155
AAG -- (113,629) 606,199
Elgin / ENI 14,690 44,071 177,262
LMC -- -- (459,200)
MTI II 19,010 19,010 (187,121)
---------------- ---------------- ----------------
$ 38,023 $ 3,213,055 $ 318,380
================ ================ ================
</TABLE>
18
<PAGE> 17
The Neodata Corporation ("Neodata") stock was written down to a
negligible amount during 1995. The Partnership has consistently valued this
investment based upon a multiple of Neodata's cash flow. Because Neodata's
long-term debt presently provides for the accrual, rather than current payment,
of interest, the Company's debt has grown to a level which exceeds the
Partnership's valuation.
KEMET completed an IPO of its common stock during 1992. The stock,
which trades on the NASDAQ National Market System, closed at $20.3125 (an
average of the closing bid and ask prices) on September 30, 1996. This price is
down from the closing price of $34.125 on December 31, 1995 and up slightly
from the closing price of $20.125 on June 30, 1996. Based on the $20.3125
closing trading price of the common stock, the 23,056 shares of common stock
that the Fund held at September 30, 1996 had a market value of $468,325.
Amity Leather Products Co. recently changed its corporate name to ar
accessories group, incorporated ("AAG"). The AAG warrants and common stock were
written down in value at March 31, 1996 to bring AAG's valuation more in line
with the valuation of other comparable companies in its industry.
The ENI Holding Corp. preferred stock is being written up in value
quarterly to reflect the amount of the cumulative 10% preferential dividend
that has accrued with respect to the preferred stock.
LMC experienced significant operating problems after the Fund acquired
its LMC investment during 1994 and the Fund was involved in a restructuring of
its LMC investment during 1995. In the restructuring, the Fund's existing LMC
subordinated debt and warrants were converted into preferred stock and the Fund
purchased $454,400 of new common stock. As a result of LMC's operational
difficulties and the fact that the Fund now owns equity securities rather than
debt securities, the Fund wrote its LMC investment down by $459,200 during
1995.
The MTI II investment was written down in value during 1994 based upon
an independent third party valuation of the company that was obtained by MTI
II's management. During August 1996, MTI II consummated a financial
restructuring pursuant to which a substantial amount of its corporate debt was
converted to equity. In the restructuring, the existing shareholders, including
the Fund, received a reduced number of shares of common stock, along with
warrants to purchase additional common stock. The Fund's investment in MTI II
was written up in value at September 30, 1996 by $19,010 based upon an analysis
of MTI II's earnings and cash flows.
FCM continually monitors both the Fund's portfolio companies and the
markets, and continually evaluates the decision to hold or sell its traded
securities.
19
<PAGE> 18
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings pending directly against the
Fund.
As previously reported, FCM, the Managing General Partner of the Fund,
was named as a defendant in a class action lawsuit against PaineWebber and a
number of its affiliates concerning its sale of 70 different limited
partnerships and other direct investment programs, including the offering of
the Units. Plaintiffs in the lawsuit allege, among other things, that the
defendants violated federal securities laws and committed common law fraud in
the marketing of direct investments.
On May 30, 1995, the United States District Court for the Southern
District of New York entered an order certifying the class and dismissing the
class action against FCM without prejudice. PaineWebber and Mezzanine Capital
Corporation, a minority general partner in FCM and an affiliate of PaineWebber,
remain as defendants.
During January 1996, PaineWebber signed a memorandum of understanding
with the plaintiffs in the class action outlining the terms under which the
parties have agreed to settle the case. Pursuant to that memorandum of
understanding, PaineWebber irrevocably deposited $125 million into an escrow
fund under the supervision of the United States District Court for the Southern
District of New York to be used to resolve the litigation. On July 17, 1996,
PaineWebber and the class plaintiffs submitted a definitive settlement
agreement, which has been preliminarily approved by the Court. The agreement
provides for the complete resolution of the class action litigation, including
releases in favor of the Fund and FCM, and the allocation of the $125 million
settlement fund among investors in the various partnerships at issue in the
case. As part of the settlement, PaineWebber also agreed to provide class
members with certain financial guarantees relating to some of the partnerships,
including the Fund. The details of the settlement were described in a notice
mailed directly to class members at the direction of the Court. A final hearing
on the proposed settlement is scheduled to continue during November 1996.
During February 1996, approximately 150 plaintiffs filed an action in
Sacramento, California Superior Court against PaineWebber and various
affiliated entities concerning the plaintiffs' purchase of various limited
partnership interests. The complaint alleges, among other things, that
PaineWebber and its related entities committed fraud by selling or promoting
limited partnership investments that were unsuitable for the plaintiffs and by
overstating the benefits, understating the risks and failing to state material
facts concerning the investments. The complaint seeks compensatory damages of
$15 million, plus punitive damages. During September 1996, the Court dismissed
many of the plaintiffs' claims as barred by the applicable statutes of
limitations.
The Fund was not named as a defendant in either lawsuit. However,
pursuant to certain contractual arrangements between FCM and PaineWebber in
connection with the offering of the Units, the Fund may be required to
indemnify PaineWebber and its affiliates for their costs and liability in
connection with any class action claims relating to the Fund. FCM believes that
the Fund's exposure with respect to the indemnity will not have any material
adverse effect on the Fund's financial condition.
On October 3, 1996, Fiduciary commenced an adversary proceeding in the
Canadian's Chapter 11 bankruptcy case in the United States Bankruptcy Court for
the Southern District of New York, case nos. 96 B 40891 through 40907, against
Finova, Benson Selzer and Joseph Eiger. The complaint in the proceeding seeks,
inter alia, a declaratory judgment that sales taxes collected by Canadian's and
turned over to Finova in the amount of approximately $1.8 million during the
period January 1, 1995 through February 21, 1996 were "trust funds" collected
by Canadian's on behalf of various state tax authorities.
20
<PAGE> 19
Through the complaint, Fiduciary has objected to Finova's secured
claim against Canadian's, which was guaranteed by Benson Selzer and Joseph
Eiger, and seeks to recover the sales taxes and certain other amounts for the
benefit of Canadian's bankruptcy estate based upon various legal theories,
including preferential transfers prohibited by the Bankruptcy Code, unjust
enrichment, lender liability, breach of fiduciary duty, equitable
subordination, and the like. The defendants have not yet responded to the
complaint.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits and Reports to be filed:
Exhibit No. Description
11.1 Statement of Computation of Net Investment
Income Per Limited Partnership Unit.
19.1 Reports Furnished to Securities Holders.
27.1 Financial Data Schedule.
(b) The Registrant did not file any reports on Form 8-K during
the third quarter of the fiscal year ending December 31,
1996.
21
<PAGE> 20
SIGNATURE
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.
Fiduciary Capital Pension Partners, L.P.
(Registrant)
By: FCM Fiduciary Capital Management
Company Managing General Partner
Date: November 12, 1996 By: /s/ Donald R. Jackson
------------------------------
Donald R. Jackson
Chief Financial Officer
22
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
11.1 Statement of Computation of Net Investment Income Per
Limited Partnership Unit.
19.1 Report Furnished to Securities Holders.
27.1 Financial Data Schedule.
</TABLE>
E-1
<PAGE> 1
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENT OF COMPUTATION OF NET
INVESTMENT INCOME PER LIMITED
PARTNERSHIP UNIT
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended Septembere 30,
------------------------ ------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Investment Income $ 281,787 $ 500,660 $ 799,774 $1,448,648
Percentage Allocable to Limited Partners 99% 99% 99% 99%
---------- ---------- ---------- ----------
Net Investment Income Allocable
to Limited Partners $ 278,969 $ 495,653 $ 791,776 $1,434,162
========== ========== ========== ==========
Weighted Average Number of Limited
Partnership Units Outstanding 1,196,564 1,296,999 1,196,564 1,296,999
========== ========== ========== ==========
Net Investment Income Per Limited
Partnership Unit $ .23 $ .38 $ .66 $ 1.11
========== ========== ========== ==========
</TABLE>
<PAGE> 1
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
---------------------
SECOND QUARTER REPORT
1996
<PAGE> 2
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
MESSAGE TO INVESTORS
Dear Investors:
The Fund's net asset value per Unit was $16.50 at June 30, 1996. This net
asset value is down slightly from the net asset value of $16.61 at both
December 31, 1995 and March 31, 1996.
At June 30, 1996, the Fund held portfolio investments in eight companies.
These portfolio investments represented approximately 71.1% of the Fund's net
assets. The Fund's remaining assets were invested in high quality, short-term
commercial paper. These funds are available to fund follow-on investments, for
distribution to the partners or to fund the annual repurchase offer.
INVESTMENT UPDATE
During January 1996, the Fund invested $3,200,602 in Atlas Environmental,
Inc. ("Atlas"). The investment consists of $3,265,920 of 13.5% Senior
Subordinated Secured Notes due January 19, 2003, with warrants to acquire
338,423 shares of common stock. The warrants have an exercise price of $8.00
per share. The Atlas common stock is currently traded over the counter on a
limited basis with quotations provided via the OTC Bulletin Board under the
symbol "ATEV".
The companies which Atlas acquired with the proceeds of the Fund's
subordinated debt investment have not performed as well as expected, and as a
consequence, Atlas has defaulted on certain financial covenants in its
agreements with its senior lender and with the Fund. The senior lender, the
Bank of New York, has reacted to the covenant defaults by limiting Atlas'
availability under its revolving credit facility and by instructing Atlas not
to pay the interest on the Fund's subordinated debt that was payable on July
19, 1996 in the amount of $111,450. In accordance with the intercreditor
agreement between the Fund and the Bank of New York, the bank can block
payments to the Fund for up to 180 days. During August 1996, the company
entered into a letter of intent, under the terms of which some of the company's
businesses would be sold. The sale is scheduled to close by
-----------------
ONE
<PAGE> 3
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
September 30, 1996 and, if consummated, would provide the cash to pay the
Fund's interest. As a result, the Fund accrued the interest due on the
subordinated debt as of June 30, 1996.
CASH DISTRIBUTIONS
The distribution for the second quarter of 1996 was paid on August 15,
1996 in an amount equal to $.30 per Unit, or an annualized rate equal to 6.0%
of contributed capital. This distribution consisted of both current and
accumulated net investment income and realized gain on investments. We expect
the remaining 1996 distributions to be made at the same 6.0% rate or greater.
The Fund's investment period ended on December 31, 1995. Although the Fund
is permitted to make additional investments in existing portfolio companies
after 1995, the Fund is no longer permitted to acquire investments in new
portfolio companies. This will impact the amount of the Fund's quarterly
distributions for subsequent years because all proceeds from future
dispositions or maturities of investments will be distributed to investors,
except to the extent the cash is needed to fund the annual repurchase offer or
to fund any additional follow-on investments that the Fund may make in existing
portfolio companies.
PERIODIC UNIT REPURCHASE POLICY
Pursuant to the terms of the periodic unit repurchase policy that was
adopted by the Fund's investors during 1993, the Fund annually offers to
repurchase from investors, up to 7.5% of its outstanding Units for an amount
equal to the current net asset value per Unit, net of a fee (not to exceed 2%)
to be retained by the Fund to offset expenses incurred in connection with the
repurchase offer. If the number of tendered Units in any year exceeds 7.5% of
the outstanding Units, the Fund's General Partners may vote to repurchase up to
an additional 2% of the outstanding Units.
The next opportunity to have the Fund repurchase your Units will occur
during the fourth quarter of 1996. The repurchase offer will be
-----------------
TWO
<PAGE> 4
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
mailed to investors on October 7, 1996, and the deadline for tendering Units
for repurchase will be October 31, 1996. The repurchase price will be based on
the net asset value per Unit on November 14, 1996 and payment for tendered
Units will be made on November 21, 1996.
* * * * * * * *
If you have any questions regarding your investment in the Fund, please
call us at 800-866-7607.
Sincerely,
Paul Bagley, Chairman
FCM Fiduciary Capital Management Company
W. Duke DeGrassi, President
FCM Fiduciary Capital Management Company
August 22, 1996
-----------------
THREE
<PAGE> 5
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS
<TABLE>
<CAPTION>
JUNE 30, 1996 (UNAUDITED)
- -------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT/ INVESTMENT AMORTIZED % OF TOTAL
SHARES INVESTMENT DATE COST VALUE INVESTMENTS
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MANAGED COMPANIES:
150,584.07 sh.Neodata Corporation,
10.00% Class A Convertible 12/27/90 &
Preferred Stock - Series 2* 09/30/92 $278,916 $ 1
8,754.89 sh. Neodata Corporation, 12/27/90 &
Common Stock* 09/30/92 1 1
- -------------------------------------------------------------------------------------------------------------
278,917 2 0.0%
- -------------------------------------------------------------------------------------------------------------
23,056 sh KEMET Corporation,
Common Stock(1)* 07/11/91 8,170 464,002
- -------------------------------------------------------------------------------------------------------------
8,170 464,002 2.3
- -------------------------------------------------------------------------------------------------------------
62,606 sh Amity Leather Products Co.,
Warrants to Purchase Class
B Common Stock* 07/30/92 85,909 674,584
22,608 sh Amity Leather Products Co.,
Class A Common Stock* 07/30/92 226,080 243,604
- -------------------------------------------------------------------------------------------------------------
311,989 918,188 4.6
- -------------------------------------------------------------------------------------------------------------
$5,023,926 Elgin National Industries, Inc.,
13.00% Senior Subordinated
Notes due 9/01/01(2) 09/24/93 4,924,656 4,924,656
5,876.1 sh ENI Holding Corp.,
10.00% Preferred Stock
due 12/31/01 09/24/93 587,610 750,182
403.81 sh ENI Holding Corp.,
Class B Common Stock* 09/24/93 40,381 40,381
421.6 sh ENI Holding Corp.,
Warrants to Purchase
Class B Common Stock* 09/24/93 42,156 42,156
- -------------------------------------------------------------------------------------------------------------
5,594,803 5,757,375 29.2
- -------------------------------------------------------------------------------------------------------------
239,600 sh LMCOperating Corp., 7.00%
Cumulative Redeemable
Preferred Stock* 06/10/94 2,389,210 2,384,408
22.72 sh LMCOperating Corp.,
Common Stock* 02/09/96 454,399 1
47.92 sh LMCCredit Corp.,
Common Stock* 02/09/96 1 1
- -------------------------------------------------------------------------------------------------------------
2,843,610 2,384,410 12.1
- -------------------------------------------------------------------------------------------------------------
34,996 sh MTIHoldings II, Inc., 07/06/94 &
Common Stock* 12/28/94 237,627 31,496
- -------------------------------------------------------------------------------------------------------------
237,627 31,496 0.2
- -------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes to financial statements are an
integral part of this schedule.
-----------------
FOUR
<PAGE> 6
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
JUNE 30, 1996 (UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT/ INVESTMENT AMORTIZED % OF TOTAL
SHARES INVESTMENT DATE COST VALUE INVESTMENTS
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 1,290,000 R.B.M. Precision Metal
Products, Inc., 13.00%
Senior Subordinated
Secured Notes due
5/24/02(3) 05/24/95 1,204,213 1,204,213
439.694 sh. R.B.M. Precision Metal
Products, Inc., Warrants
to Purchase Common
Stock* 05/24/95 73,295 73,295
- ---------------------------------------------------------------------------------------------------------------------
1,277,508 1,277,508 6.5
- ---------------------------------------------------------------------------------------------------------------------
$ 3,265,920 Atlas Environmental, Inc.,
13.50% Senior Subordinated
Secured Notes due
1/19/03(4) 01/25/96 3,174,206 3,174,206
338,423 sh. Atlas Environmental, Inc.,
Warrants to Purchase
Common Stock(5)* 01/25/96 33,842 33,842
- ---------------------------------------------------------------------------------------------------------------------
3,208,048 3,208,048 16.2
- ---------------------------------------------------------------------------------------------------------------------
Total Investments in Managed
Companies (71.1% of net assets) 13,760,672 14,041,029 71.1
- ---------------------------------------------------------------------------------------------------------------------
TEMPORARY INVESTMENTS:
$ 2,850,000 Cargill, Inc.,
5.06% Notes due 7/03/96 06/19/96 2,849,199 2,849,199
$ 2,850,000 International Business
Machines Corporation
5.10% Notes due 7/03/96 06/19/96 2,849,192 2,849,192
- ---------------------------------------------------------------------------------------------------------------------
Total Temporary Investments (28.9% of net assets) 5,698,391 5,698,391 28.9
- ---------------------------------------------------------------------------------------------------------------------
Total Investments (100.0% of net assets) $19,459,063 $19,739,420 100.0%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The KEMET Corporation common stock trades on the NASDAQ National Market
System.
(2) The notes will amortize in eight equal quarterly installments of $627,991
commencing on 11/30/99.
(3) The notes will amortize in three equal annual installments of $430,000
commencing on 5/24/00.
(4) The notes will amortized in five equal annual installments of $653,184
commencing on 1/19/99. (Note 5)
(5) The Atlas Environmental, Inc. common stock trades over the counter on a
limited basis with quotations provided via the OTC Bulletin Board. The
warrants have an exercise price of $8.00 per share.
* Non-income producing security.
The accompanying notes to financial statements are an
integral part of this schedule.
-----------------
FIVE
<PAGE> 7
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, 1996 AND DECEMBER 31, 1995 (UNAUDITED)
- -------------------------------------------------------------------------------
1996 1995
- -------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investments (Note 5):
Portfolio investments, at value:
Managed companies (amortized cost -
$13,760,672 and $14,272,465,
respectively) $ 14,041,029 $ 11,377,790
Temporary investments, at amortized cost 5,698,391 8,647,334
- -------------------------------------------------------------------------------
Total investments 19,739,420 20,025,124
Cash and cash equivalents 286,977 175,768
Accrued interest receivable (Note 5) 163,979 117,461
Other assets 1,497 3,095
- -------------------------------------------------------------------------------
Total assets $ 20,191,873 $ 20,321,448
- -------------------------------------------------------------------------------
LIABILITIES:
Payable to affiliates (Notes 2, 3 and 4) $ 43,926 $ 54,494
Accounts payable and accrued liabilities 44,222 31,327
Distributions payable to partners 362,595 362,595
- -------------------------------------------------------------------------------
Total liabilities 450,743 448,416
- -------------------------------------------------------------------------------
CONTINGENCIES (NOTE 6)
NET ASSETS:
Managing General Partner (6,617) (5,298)
Limited Partners (equivalent to $16.50
and $16.61, respectively, per limited
partnership unit based on 1,196,564
units outstanding) 19,747,747 19,878,330
- -------------------------------------------------------------------------------
Net assets 19,741,130 19,873,032
- -------------------------------------------------------------------------------
Total liabilities and net assets $ 20,191,873 $ 20,321,448
- -------------------------------------------------------------------------------
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
-----------------
SIX
<PAGE> 8
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
- ---------------------------------------------------------------------------------------------------
1996 1995 1996 1995
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Income:
Interest $ 413,773 $ 619,678 $ 814,125 $ 1,218,743
- ---------------------------------------------------------------------------------------------------
Total investment income 413,773 619,678 814,125 1,218,743
- ---------------------------------------------------------------------------------------------------
Expenses:
Investment advisory fees (Note 2) 35,644 49,756 77,184 99,513
Professional fees 29,377 13,695 68,875 28,156
Fund administration fees (Note 3) 29,582 29,582 59,164 59,164
Administrative expenses (Note 3) 17,224 17,224 34,448 34,448
Independent General Partner fees
and expenses (Note 4) 11,574 11,964 27,136 27,988
Other expenses 14,346 10,340 29,331 16,236
Amortization -- 2,625 -- 5,250
- ---------------------------------------------------------------------------------------------------
Total expenses 137,747 135,186 296,138 270,755
- ---------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME 276,026 484,492 517,987 947,988
- ---------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss)
on investments -- 1,720,694 (3,099,731) 1,983,859
Net change in unrealized (loss)
gain on investments (42,950) (637,675) 3,175,032 (599,587)
- ---------------------------------------------------------------------------------------------------
Net (loss) gain on investments (42,950) 1,083,019 75,301 1,384,272
- ---------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 233,076 $ 1,567,511 $ 593,288 $ 2,332,260
- ---------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
-----------------
SEVEN
<PAGE> 9
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (UNAUDITED)
- -------------------------------------------------------------------------------------
1996 1995
- -------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets resulting from operations $ 593,288 $ 2,332,260
Adjustments to reconcile net increase
in net assets resulting from operations
to net cash provided by operating activities:
Accreted discount on portfolio investments (22,831) (37,254)
Amortization -- 5,250
Change in assets and liabilities:
Accrued interest receivable (46,518) (125,919)
Other assets 1,598 2,135
Payable to affiliates (10,568) 1,107
Accounts payable and accrued liabilities 12,895 (8,346)
Prepaid interest income -- (52,635)
Net realized loss (gain) on investments 3,099,731 (1,983,859)
Net change in unrealized (gain) loss
on investments (3,175,032) 599,587
- -------------------------------------------------------------------------------------
Net cash provided by operating activities 452,563 732,326
- -------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of portfolio investments (3,655,003) (1,382,146)
Proceeds from dispositions of portfolio investments 1,089,896 3,393,724
Sale (purchase) of temporary investments, net 2,948,943 (1,809,057)
- -------------------------------------------------------------------------------------
Net cash provided by investing activities 383,836 202,521
- -------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions paid to partners (725,190) (982,575)
- -------------------------------------------------------------------------------------
Net cash used in financing activities (725,190) (982,575)
- -------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 111,209 (47,728)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 175,768 173,095
- -------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 286,977 $ 125,367
- -------------------------------------------------------------------------------------
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
-----------------
EIGHT
<PAGE> 10
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND FOR
THE YEAR ENDED DECEMBER 31, 1995 (UNAUDITED)
- -------------------------------------------------------------------------------------
1996 1995
- -------------------------------------------------------------------------------------
<S> <C> <C>
Increase in net assets resulting from operations:
Net investment income $ 517,987 $ 1,725,971
Net realized (loss) gain on investments (3,099,731) 3,790,988
Net change in unrealized gain (loss) on investments 3,175,032 (6,116,647)
- -------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from operations 593,288 (599,688)
Repurchase of limited partnership units -- (1,959,487)
Distributions to partners from-
Net investment income (702,273) (1,541,685)
Realized gain on investments (22,917) --
- -------------------------------------------------------------------------------------
Total decrease in net assets (131,902) (4,100,860)
Net assets:
Beginning of period 19,873,032 23,973,892
- -------------------------------------------------------------------------------------
End of period (including undistributed
net investment income of $0
and $184,286, respectively) $ 19,741,130 $ 19,873,032
- -------------------------------------------------------------------------------------
</TABLE>
The accompanying notes to financial statements are an
integral part of these financial statements.
-----------------
NINE
<PAGE> 11
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
SELECTED PER UNIT DATA AND RATIOS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
- --------------------------------------------------------------------------------------------------------------------------------
1996 1995 1996 1995
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PER UNIT DATA:
Investment income $ .34 $ .47 $ .67 $ .93
Expenses (.11) (.10) (.24) (.21)
- --------------------------------------------------------------------------------------------------------------------------------
Net investment income .23 .37 .43 .72
Net realized gain (loss) on investments -- 1.31 (2.56) 1.52
Net change in unrealized (loss) gain
on investments (.04) (.49) 2.62 (.46)
Distributions declared to partners (.30) (.30) (.60) (.60)
- --------------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in net asset value (.11) .89 (.11) 1.18
Net asset value:
Beginning of period 16.61 18.76 16.61 18.47
- --------------------------------------------------------------------------------------------------------------------------------
End of period $ 16.50 $ 19.65 $ 16.50 $ 19.65
================================================================================================================================
RATIOS (ANNUALIZED):
Ratio of expenses to average net assets 2.78% 2.17% 2.99% 2.20%
Ratio of net investment income to
average net assets 5.57% 7.77% 5.22% 7.70%
Number of limited partnership units at
end of period 1,196,564 1,296,999 1,196,564 1,296,999
</TABLE>
The accompanying notes to financial statements
are an intergral part of these selected
per unit data and ratios.
-----------------
TEN
<PAGE> 12
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996 (UNAUDITED)
1. GENERAL
The accompanying unaudited interim financial statements include all
adjustments (consisting solely of normal recurring adjustments) which are, in
the opinion of FCM Fiduciary Capital Management Company ("FCM"), the Managing
General Partner of the Fund, necessary to fairly present the financial position
of the Fund as of June 30, 1996 and the results of its operations, changes in
net assets and its cash flows for the periods then ended.
These financial statements should be read in conjunction with the
Significant Accounting Policies and other Notes to Financial Statements
included in the Fund's annual audited financial statements for the year ended
December 31, 1995.
2. INVESTMENT ADVISORY FEES
As compensation for its services as investment adviser, FCM receives a
subordinated monthly fee at the annual rate of 1% of the Fund's available
capital, as defined in the Partnership Agreement. Investment advisory fees of
$77,184 were paid by the Fund for the six months ended June 30, 1996.
3. FUND ADMINISTRATION FEES
As compensation for its services as fund administrator, FCM receives a
monthly fee at the annual rate of .45% of net proceeds available for
investment, as defined in the Partnership Agreement. Fund administration fees
of $59,164 were paid by the Fund for the six months ended June 30, 1996. FCM is
also reimbursed, subject to various limitations, for administrative expenses
incurred in providing accounting and investor services to the Fund. The Fund
reimbursed FCM for administrative expenses of $34,448 for the six months ended
June 30, 1996.
4. INDEPENDENT GENERAL PARTNER FEES AND EXPENSES
As compensation for services rendered to the Fund, each of the Independent
General Partners receives from the Fund and Fiduciary Capital Partners, L.P.,
an affiliated fund, (collectively, the "Funds") an annual fee of $30,000,
payable monthly in arrears, together with all out-of-pocket expenses. Each
Fund's allocation of these fees and expenses is based on the relative number of
outstanding Units. Fees and expenses paid by the Fund for the six months ended
June 30, 1996 totaled $27,136.
-----------------
ELEVEN
<PAGE> 13
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. PORTFOLIO INVESTMENTS
The companies which Atlas Environmental, Inc. ("Atlas") acquired with
the proceeds of the Fund's subordinated debt investment have not performed as
well as expected, and as a consequence, Atlas has defaulted on certain
financial covenants in its agreements with its senior lender and with the Fund.
The senior lender, the Bank of New York, has reacted to the covenant defaults
by limiting Atlas' availability under its revolving credit facility and by
instructing Atlas not to pay the interest on the Fund's subordinateddebt that
was payable on July 19, 1996 in the amount of $111,450. In accordance with the
intercreditor agreement between the Fund and the Bank of New York, the bank can
block payments to the Fund for up to 180 days. During August 1996, the company
entered into a letter of intent, under the terms of which some of the company's
businesses would be sold for cash. This sale, if consummated, would provide
cash to pay the Fund's interest. As a result, the Fund accrued the interest due
on the subordinated debt as of June 30, 1996.
6. CONTINGENCIES
FCM was named as a defendant in a class action lawsuit brought in March
1995 against PaineWebber Incorporated ("PaineWebber") and a number of its
affiliates concerning the sale of 70 different limited partnerships and other
direct investment programs. During May 1995, the Court entered an order
certifying the class and dismissing the class action against FCM without
prejudice.
During January 1996, PaineWebber signed a memorandum of understanding with
the plaintiffs in the class action outlining the terms under which the parties
agreed to settle the case. Pursuant to that memorandum of understanding,
PaineWebber irrevocably deposited $125 million into an escrow fund under the
supervision of the United States District Court for the Southern District of
New York to be used to resolve the litigation. On July 17, 1996, PaineWebber
and the class plaintiffs submitted a definitive settlement agreement, which has
been preliminarily approved by the Court. The agreement provides for the
complete resolution of the class action litigation, including releases in favor
of the Fund and FCM, and the allocation of the $125 million settlement fund
among investors in the various partnerships at issue in the case. As part of
the settlement, PaineWebber also agreed to provide class members with certain
financial guarantees relating to some of the partnerships, including the Fund.
The details of the settlement are described in a notice mailed directly to
class members at the direction of the Court. A final hearing on the fairness of
the proposed settlement has been scheduled for October 25, 1996.
A similar, though smaller, suit was filed against PaineWebber and various
affiliated entities (not including FCM) during February 1996 in a California
state court.
FCM believes that this litigation will be resolved without any material
adverse effect on thr Fund's financial condition.
-----------------
TWELVE
<PAGE> 14
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1996, the Fund held portfolio investments in eight Managed
Companies, with an aggregate cost of approximately $13.8 million. These
portfolio investments, which were made from net offering proceeds and the
reinvestment of proceeds from the sale of other portfolio investments,
represent approximately 71.1% of the Fund's net assets. When acquired, these
portfolio investments generally consisted of high-yield subordinated debt,
linked with an equity participation or a comparable participation feature in
middle market companies. These securities were typically issued in private
placement transactions and were subject to certain restrictions on transfer or
sale, thereby limiting their liquidity. A number of the portfolio companies
have prepaid their subordinated debt that the Fund held. In addition, three of
the portfolio companies have successfully completed initial public offerings
("IPOs") of their stock. The Fund has sold the stock it held in these three
companies, except for a portion of its KEMET Corporation ("KEMET") stock.
As of June 30, 1996, the Fund's remaining assets were invested in
short-term commercial paper. These funds are available to fund follow-on
investments, for distribution to the partners or to fund the annual repurchase
offer.
During January 1996, the Fund invested $3,200,602 in Atlas Environmental,
Inc. ("Atlas"). The investment consists of $3,265,920 of 13.5% Senior
Subordinated Secured Notes due January 19, 2003, with warrants to acquire
338,423 shares of common stock. The warrants have an exercise price of $8.00
per share. The Atlas common stock is currently traded over the counter on a
limited basis with quotations provided via the OTC Bulletin Board under the
symbol "ATEV".
The companies which Atlas acquired with the proceeds of the Fund's
subordinated debt investment have not performed as well as expected, and as a
consequence, Atlas has defaulted on certain financial covenants in its
agreements with its senior lender and with the Fund. The senior lender, the
Bank of New York, has reacted to the covenant defaults by limiting Atlas'
availability under its revolving credit facility and by instructing Atlas not
to pay the interest on the Fund's subordinated debt that was payable on July
19, 1996 in the amount of $111,450. In accordance with the intercreditor
agreement between the Fund and the Bank of New York, the bank can block
payments to the Fund for up to 180 days. During August 1996, the company
entered into a letter of intent, under the terms of which some of the company's
businesses would be sold for cash. This sale, if consummated, would provide
cash to pay the Fund's interest. As a result, the Fund accrued the interest due
on the subordinated debt as of June 30, 1996.
-----------------
THIRTEEN
<PAGE> 15
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
During February 1996, the Fund sold its Huntington Holdings, Inc.
("Huntington") warrants. As discussed below, the Fund received $1,089,896 of
proceeds from this transaction. These proceeds have been reserved by the
Managing General Partner to partially fund either the Fund's 1996 repurchase
offer or any additional follow-on investments that the Fund may make in
existing portfolio companies.
During June 1994, the Fund invested $2,348,080 in LMC Operating Corp.
("LMC"). The investment consisted of $2,396,000 of 13.00% Senior Subordinated
Notes due May 31, 1999 with warrants to acquire common stock.
While LMC has experienced significant operating difficulties since the
Fund acquired its LMC investment during 1994, it is now progressing quite
satisfactorily under the guidance of its new management team. The major
accomplishment has been the re-engineering and modernization of the product
line. Initial responses from customers and other industry sources have been
positive. LMC is optimistic about the prospects for sales of its "utility"
models and are hopeful about fleet grooming sales.
LMC is also trying to diversify its product line to reduce the seasonality
of its business and increase the utilization of its manufacturing facility. It
is concentrating on vehicles with low ground pressure in order to utilize the
engineering and manufacturing expertise gained from snow grooming equipment.
The projects currently underway are a joint venture with AEBI, a Swiss company
that manufactures grooming equipment utilized on golf courses and highways, and
the internal development of a tracked utility vehicle designed for use by
landscape and other contractors. Both projects are progressing satisfactorily.
These projects may necessitate additional follow-on investments by the
Fund. We are also exploring other possible acquisitions, including one which
would result in a reverse merger into a small public company and a public
listing for LMC shares. Any such merger or acquisition may also require
additional Fund investment. The Fund currently owns 23% of LMC and our
affiliate, Fiduciary Capital Partners, owns 27%.
Pursuant to the terms of the Fund's periodic unit repurchase policy that
was adopted by the Fund's Limited Partners during 1993, the Fund will annually
offer to purchase from its Limited Partners up to 7.5% of its outstanding Units
for an amount equal to the current net asset value per Unit, net of a fee (not
to exceed 2%) to be retained by the Fund to offset expenses incurred in
connection with the repurchase offer. If the number of tendered Units in any
year exceeds 7.5% of the outstanding Units, the Fund's General Partners may
vote to repurchase up to an additional 2% of the outstanding Units. The 1996
repurchase offer will be mailed to the Limited Partners during October 1996.
The actual redemption of tendered Units will occur on November 21, 1996.
Accrued interest receivable increased $46,518 from $117,461 at December
31, 1995 to $163,979 at June 30, 1996. This increase resulted primarily from
the accrual of interest due on the Atlas notes that were acquired during
January 1996. This increase was par-
-----------------
FOURTEEN
<PAGE> 16
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
tially offset by a decrease, to zero, in the accrued interest receivable
attributable to the Fund's Canadian's investment.
During the six months ended June 30, 1996, the Fund paid cash
distributions pertaining to the fourth quarter of 1995 and the first quarter of
1996, each in the amount of $362,595. The distribution for the second quarter
of 1996 will be paid on August 15, 1996. These quarterly distributions are
equal to $.30 per Unit and represent an annualized rate equal to 6.0% of
contributed capital.
The Fund's investment period ended on December 31, 1995. Although the Fund
is permitted to make additional investments in existing portfolio companies
after 1995, the Fund is no longer permitted to acquire investments in new
portfolio companies, except to fund commitments made prior to December 31,
1995. This will impact the amount of the Fund's quarterly distributions for
1996 and subsequent years because all proceeds from dispositions or maturities
of investments will be distributed to investors, except to the extent the cash
is needed to fund the annual repurchase offer or to fund any follow-on
investments that the Fund may make in existing portfolio companies.
As of December 31, 1995, the Fund had committed to make three new
portfolio investments. In addition, the Fund had agreed in principle to the
financial restructuring of LMC. As discussed above, one of the committed
investments, Atlas, was acquired during January 1996 and the LMC financial
restructuring was consummated during February 1996. The other two committed
investments have been abandoned. The portion of the Fund's available capital
that was reserved for these abandoned investments is now reserved to fund
either the Fund's 1996 repurchase offer or any additional follow-on investments
that the Fund may make in existing portfolio companies.
FCM was named as a defendant in a class action lawsuit brought in March
1995 against PaineWebber and a number of it affiliates concerning the sale of
70 different limited partnerships and other direct investment programs. During
May 1995, the Court entered an order certifying the class and dismissing the
class action against FCM without prejudice.
During January 1996, PaineWebber signed a memorandum of understanding with
the plaintiffs in the class action outlining the terms under which the parties
agreed to settle the case. Pursuant to that memorandum of understanding,
PaineWebber irrevocably deposited $125 million into an escrow fund under the
supervision of the United States District Court for the Southern District of
New York to be used to resolve the litigation. On July 17, 1996, PaineWebber
and the class plaintiffs submitted a definitive settlement agreement, which has
been preliminarily approved by the Court. The agreement provides for the
complete resolution of the class action litigation, including releases in favor
of the Fund and FCM, and the allocation of the $125 million settlement fund
among investors in the various partnerships at issue in the case. As part of
the settlement, PaineWebber also agreed to provide class members with certain
financial guarantees relating to some of the partnerships, including the Fund.
The details of the settlement are described in a
-----------------
FIFTEEN
<PAGE> 17
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
notice mailed directly to class members at the direction of the Court. A final
hearing on the fairness of the proposed settlement has been scheduled for
October 25, 1996.
A similar, though smaller, suit was filed against PaineWebber and various
affiliated entities (not including FCM) during February 1996 in a California
state court.
FCM believes that this litigation will be resolved without any material
adverse effect on the Fund's financial condition.
RESULTS OF OPERATIONS
INVESTMENT INCOME AND EXPENSES
The Fund's net investment income was $276,026 for the three months ended
June 30, 1996 as compared to net investment income of $484,492 for the
corresponding period of the prior year. Net investment income per limited
partnership unit decreased from $.37 to $.23 and the ratio of net investment
income to average net assets decreased from 7.77% to 5.57% for the three months
ended June 30, 1996 as compared to the corresponding period of the prior year.
The Fund's net investment income was $517,987 for the six months ended
June 30, 1995 as compared to net investment income of $947,988 for the
corresponding period of the prior year. Net investment income per limited
partnership unit decreased from $.72 to $.43 and the ratio of net investment
income to average net asserts decreased from 7.70% to 5.22% for the six months
ended June 30, 1996 as compared to the corresponding period of the prior year.
Net investment income for both the three and six month periods ended June
30, 1996 decreased primarily as a result of decreases in investment income.
Investment income decreased $205,905 and $404,618, or 33.2% and 33.2%, for
the three and six month periods ended June 30, 1996, respectively, as compared
to the corresponding periods of the prior year. These decreases resulted
primarily from the conversion of the Fund's LMC debt securities into
non-dividend paying equity securities and the Canadian's bankruptcy. (Both of
these items are discussed elsewhere in this Report.) The Fund's total
investments also decreased as a result of the Fund's repurchase of 7.74% of its
Units during the fourth quarter of 1995.
Total expenses increased $2,561 and $25,383, or 1.9% snd 9.4%, for the
three and six month periods ended June 30, 1996, respectively, as compared to
the corresponding periods of the prior year. These increases resulted primarily
from increases in professional fees and other expenses. These increases were
primarily the result of legal fees and other costs incurred in connection with
Canadian's bankruptcy proceedings. The increases in professional fees and other
expenses were partially offset by decreases in investment advi-
-----------------
SIXTEEN
<PAGE> 18
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
sory fees and amortization expense. The investment advisory fees decreased as a
result of the repurchase of Units by the Fund during the fourth quarter of 1995
and the realization during February 1996 of the loss on the Fund's Canadian's
investment. Both the repurchase of Units and the realization of the Canadian's
loss decreased the amount of the Fund's available capital (as defined in the
Partnership Agreement), which is the base with respect to which the investment
advisory fees are calculated. The Fund amortized its organization costs over a
five year period beginning with the inception of the Fund in 1990. Therefore,
these costs became fully amortized during 1995.
NET REALIZED GAIN (LOSS) ON INVESTMENTS
Canadian's was a women's specialty retailer, which had 53 stores on the
East Coast, including stores in the New York City and Philadelphia metropolitan
areas. As widely reported in the business press, retailers almost universally
experienced extremely disappointing sales during the 1995 holiday season.
Women's specialty retailers were especially hard hit. This situation was
exacerbated by severe winter weather which hampered store operations from
Boston to Washington, D.C. As a result, a number of apparel retailers filed for
bankruptcy.
Canadian's did not escape the retailing downturn and experienced
significant operating problems. These problems culminated in Canadian's filing
for Chapter 11 bankruptcy protection on February 21, 1996 and ceasing all
operations during March 1996. As discussed in the Fund's previous filings,
Canadian's had embarked on a significant cost cutting program during the fall
of 1995, which included closing marginal stores and reducing general and
administrative costs. However, these measures were not sufficient to offset the
negative impact of the unusually bad holiday season.
As a result of these developments, it became evident that the Fund will
not recover any of its Canadian's investment. Accordingly, the Fund recognized
the $4,103,949 loss on its Canadian's investment as a realized loss during the
three months ended March 31, 1996. This loss recognition did not significantly
affect the Fund's total net gain (loss) on investments for the six months ended
June 30, 1996 because all but $5 of the loss was recorded as an unrealized loss
during 1995.
During December 1995, Huntington entered into a letter of intent, under
the terms of which all Huntington stock would be sold for cash. The sale was
consummated during February 1996. The Fund's share of the actual sales proceeds
totaled $1,247,229, of which $1,089,896 was received during February 1996. The
balance is being held in escrow to fund various transaction expenses and
potential contingent purchase price adjustments, and as collateral for
potential claims of the buyer with respect to representations made by the
selling shareholders, including the Fund. While the escrow amount must be
maintained for a two year period, certain of the sellers' representations will
survive for longer periods of time, which could result in the Fund being
required to reimburse the purchaser for certain costs and expenses after the
escrow is released. The Fund val-
-----------------
SEVENTEEN
<PAGE> 19
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
ued the Huntington warrants at December 31, 1995 at an amount approximately
equal to 75% of the ultimate sales proceeds (not including the Fund's share of
the escrow) due to the inherent uncertainty that existed at that time as to
whether the sale would actually be consummated.
The Fund recognized a realized gain of $1,004,218 from this transaction
during February 1996. The Fund has not assigned any value to its $157,333 share
of the escrow because it is uncertain how much, if any, of the escrowed funds
will ultimately be received by the Fund. Additional gain will be recognized if
the Fund actually receives a distribution of any of the escrowed funds.
NET UNREALIZED GAIN (LOSS) ON INVESTMENTS
FCM values the Fund's portfolio investments on a weekly basis utilizing a
variety of methods. For securities that are publicly traded and for which
market quotations are available, valuations are set by the closing sales, or an
average of the closing bid and ask prices, as of the valuation date.
Fair value for securities that are not traded in any liquid public markets
or that are privately held are determined pursuant to valuation policies and
procedures that have been approved by the Independent General Partners and
subject to their supervision. There is a range of values that are reasonable
for such investments at any particular time. Each such investment is valued
initially based upon its original cost to the Fund ("cost method"). The cost
method is used until significant developments affecting the portfolio company
provide a basis for use of an appraisal valuation. Appraisal valuations are
based upon such factors as the portfolio company's earnings, cash flow and net
worth, the market prices for similar securities of comparable companies and an
assessment of the portfolio company's future financial prospects. In a case of
unsuccessful operations, the appraisal may be based upon liquidation value.
Appraisal valuations are necessarily subjective. The Fund also may use, when
available, third-party transactions in a portfolio company's securities as the
basis of valuation ("private market method"). The private market method is used
only with respect to completed transactions or firm offers made by
sophisticated, independent investors.
As of December 31, 1995, the Fund had recorded $2,153,515 of unrealized
gain and $5,048,190 of unrealized loss on investments. Therefore, as of
December 31, 1995, the Fund had recorded a total net unrealized loss on
investments of $2,894,675.
The net increase in unrealized gain (loss) of investments during the three
and six month periods ended June 30, 1996 and the cumulative net unrealized
gain on investments as of June 30, 1996, consisted of the following components:
-----------------
EIGHTEEN
<PAGE> 20
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Unrealized Gain (Loss) Recorded
- ----------------------------------------------------------------------------------------
During the Three During the Six
Months Ended Months Ended As of
Portfolio Company June 30, 1996 June 30, 1996 June 30, 1996
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Unrealized net loss recorded during
prior periods with respect to
investments disposed of during
the period $ -- $ 3,348,623 $ --
Neodata -- -- (278,915)
KEMET (57,641) (89,343) 455,832
Amity -- (113,629) 606,199
Elgin / ENI 14,691 29,381 162,572
LMC -- -- (459,200)
MTI II -- -- (206,131)
- ----------------------------------------------------------------------------------------
$ (42,950) $ 3,175,032 $ 280,357
========================================================================================
</TABLE>
The Neodata Corporation ("Neodata") stock was written down to a negligible
amount during 1995. The Partnership has consistently valued this investment
based upon a multiple of Neodata's cash flow. Because Neodata's long-term debt
presently provides for the accrual, rather than current payment, of interest,
the Company's debt has grown to a level which exceeds the Partnership's
valuation.
KEMET completed an IPO of its common stock during 1992. The stock, which
trades on the NASDAQ National Market System, closed at $20.125 (an average of
the closing bid and ask prices) on June 30, 1996. This price is down from the
closing prices of $34.125 on December 31, 1995 and $22.625 on March 31, 1996.
Based on the $20.125 closing trading price of the common stock, the 23,056
shares of common stock that the Fund held at June 30, 1996 had a market value
of $464,002.
The Amity warrants and common stock were written down in value at March
31, 1996 to bring Amity's valuation more in line with the valuation of other
comparable companies in its industry.
The ENI Holding Corp. preferred stock is being written up in value
quarterly to reflect the amount of the cumulative 10% preferential dividend
that has accrued with respect to the preferred stock.
LMC experienced significant operating problems after the Fund acquired its
LMC investment during 1994 and the Fund was involved in a restructuring of its
LMC investment during 1995. In the restructuring, the Fund's existing LMC
subordinated debt and warrants were converted into preferred stock and the Fund
purchased $454,400 of new common stock. As a result of LMC's operational
difficulties and the fact that the Fund
-----------------
NINETEEN
<PAGE> 21
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
- -------------------------------------------------------------------------------
now owns equity securities rather than debt securities, the Fund wrote its LMC
investment down by $459,200 during 1995.
The MTI II common stock was written down in value during 1994 based upon
an independent third party valuation of the company that was obtained by MTI
II's management.
FCM continually monitors both the Fund's portfolio companies and the
markets, and continually evaluates the decision to hold or sell its traded
securities.
-----------------
TWENTY
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 19,266,925
<INVESTMENTS-AT-VALUE> 19,585,305
<RECEIVABLES> 278,439
<ASSETS-OTHER> 2,336
<OTHER-ITEMS-ASSETS> 297,014
<TOTAL-ASSETS> 20,163,094
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
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</TABLE>
