<PAGE> 1
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 March 31, 1997
-------------------------------------------------
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.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 86-0653603
----------------------- -------------------
(State of organization) (I.R.S. Employer
Identification No.)
410 17th Street
Suite 400
Denver, Colorado 80202
--------------------- ----------
(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 .
--- ---
<PAGE> 2
Fiduciary Capital Pension Partners, L.P.
Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 1997
Table of Contents
Page
----
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited) 3
Schedule of Investments -
March 31, 1997 3
Balance Sheets - March 31, 1997 and
December 31, 1996 5
Statements of Operations for the three months
ended March 31, 1997 and 1996 6
Statements of Cash Flows for the three months
ended March 31, 1997 and 1996 7
Statements of Changes in Net Assets for the
three months ended March 31, 1997 and
for the year ended December 31, 1996 8
Selected Per Unit Data and Ratios 9
Notes to Financial Statements 10
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 12
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 6. Exhibits and Reports on Form 8-K 16
2
<PAGE> 3
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
SCHEDULE OF INVESTMENTS
MARCH 31, 1997
(unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Principal
Amount/ Investment Amortized % of Total
Shares Investment Date Cost Value Investments
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <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 8,170 436,623
- ---------------------------------------------------------------------------------------------------------------------------
8,170 436,623 2.7
- ---------------------------------------------------------------------------------------------------------------------------
62,606 sh. ar accessories group,
incorporated, Warrants
to Purchase Class B
Common Stock(2)* 07/30/92 85,909 1
22,608 sh. ar accessories group,
incorporated, Class A
Common Stock(2)* 07/30/92 226,080 214,775
- ---------------------------------------------------------------------------------------------------------------------------
311,989 214,776 1.3
- ---------------------------------------------------------------------------------------------------------------------------
$5,023,926 Elgin National Industries, Inc.,
13.00% Senior Subordinated
Notes due 9/01/01(3) 09/24/93 4,939,486 4,939,486
5,876.1 sh. ENI Holding Corp.,
10.00% Preferred Stock
due 12/31/01 09/24/93 587,610 794,252
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
- ---------------------------------------------------------------------------------------------------------------------------
5,609,633 5,816,275 36.3
- ---------------------------------------------------------------------------------------------------------------------------
$816,480 LMC Operating Corp.,
12.00% Senior Subordinated
Revolving Notes
due 10/31/00(4)* 11/01/96 816,480 816,480
239,600 sh. LMC Operating Corp., 7.00%
Cumulative Redeemable
Preferred Stock* 06/10/94 2,389,210 2,384,408
22.72 sh. LMC Operating Corp.,
Common Stock* 02/09/96 454,399 1
47.92 sh. LMC Credit Corp.,
Common Stock* 02/09/96 1 1
- ---------------------------------------------------------------------------------------------------------------------------
3,660,090 3,200,890 20.0
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes to financial statements are an
integral part of this schedule.
3
<PAGE> 4
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1997
(unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Principal
Amount/ Investment Amortized % of Total
Shares Investment Date Cost Value Investments
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1,327 sh. Mobile Technology, Inc., 07/06/94 &
Common Stock* 12/28/94 187,698 37,567
3,527 sh. Mobile Technology, Inc.,
Warrants to Purchase 07/06/94 &
Common Stock(5)* 12/28/94 49,929 8,729
- ---------------------------------------------------------------------------------------------------------------------------
237,627 46,296 0.3
- ---------------------------------------------------------------------------------------------------------------------------
$1,290,000 R.B.M. Precision Metal
Products, Inc., 13.00%
Senior Subordinated
Secured Notes due
5/24/02(6) 05/24/95 1,214,583 1,214,583
9,072.7 sh. R.B.M. Precision Metal
Products, Inc., Warrants
to Purchase Common
Stock* 05/24/95 73,295 73,295
- ---------------------------------------------------------------------------------------------------------------------------
1,287,878 1,287,878 8.0
- ---------------------------------------------------------------------------------------------------------------------------
$3,265,920 Atlas Environmental, Inc.,
13.50% Senior Subordinated
Secured Notes due 1/19/03(7) 01/25/96 3,170,895 2,224,960
338,423 sh. Atlas Environmental, Inc.,
Warrants to Purchase
Common Stock(7)* 01/25/96 33,842 1
- ---------------------------------------------------------------------------------------------------------------------------
3,204,737 2,224,961 13.9
- ---------------------------------------------------------------------------------------------------------------------------
Total Investments in Managed Companies (84.4% of net assets) 14,599,041 13,227,701 82.5
- ---------------------------------------------------------------------------------------------------------------------------
TEMPORARY INVESTMENTS:
$2,800,000 Cargill, Inc., 5.03%
Notes due 4/01/97 03/18/97 2,800,000 2,800,000
- ---------------------------------------------------------------------------------------------------------------------------
Total Temporary Investments ( 17.9% of net assets) 2,800,000 2,800,000 17.5
- ---------------------------------------------------------------------------------------------------------------------------
Total Investments (102.3% of net assets) $17,399,041 $16,027,701 100.0%
===========================================================================================================================
</TABLE>
(1) The KEMET Corporation common stock trades on the NASDAQ National Market
System.
(2) Amity Leather Products Co. changed its corporate name to ar accessories
group, incorporated during 1996.
(3) The notes will amortize in eight equal quarterly installments of $627,991
commencing on November 30, 1999.
(4) The Fund has committed to provide up to $1,632,960 of subordinated debt
financing pursuant to the terms of these notes.
(5) The warrants have exercise prices of $20.00 per share (1,058 shares) and
$35.00 per share (2,469 shares).
(6) The notes will amortize in three equal annual installments of $430,000
commencing on May 24, 2000.
(7) The notes will amortize in five equal annual installments of $653,184
commencing on January 19, 1999. The accrual of interest on the note was
discontinued by the Fund effective April 20, 1996.
(8) 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.
4
<PAGE> 5
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(unaudited)
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
ASSETS:
Investments:
Portfolio investments, at value:
Managed companies (amortized cost -
$14,599,041 and $14,590,345,
respectively) $ 13,227,701 $ 14,007,043
Temporary investments, at amortized cost 2,800,000 3,097,761
------------ ------------
Total investments 16,027,701 17,104,804
Cash and cash equivalents 321,375 234,305
Accrued interest receivable 100,173 95,207
Other assets 1,850 6,646
------------ ------------
Total assets $ 16,451,099 $ 17,440,962
============ ============
LIABILITIES:
Payable to affiliates (Notes 2, 3 and 4) $ 44,966 $ 47,368
Accounts payable and accrued liabilities 404,632 418,781
Distributions payable to partners 334,812 334,812
------------ ------------
Total liabilities 784,410 800,961
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 5)
NET ASSETS:
Managing General Partner (32,958) (23,225)
Limited Partners (equivalent to $14.21
and $15.08, respectively, per limited
partnership unit based on 1,104,881
units outstanding) 15,699,647 16,663,226
------------ ------------
Net assets 15,666,689 16,640,001
------------ ------------
Total liabilities and net assets $ 16,451,099 $ 17,440,962
============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of these
financial statements.
5
<PAGE> 6
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
INVESTMENT INCOME:
<S> <C> <C>
Income:
Interest $ 278,205 $ 400,352
----------- -----------
Total investment income 278,205 400,352
----------- -----------
Expenses:
Investment advisory fees (Note 2) 19,304 41,540
Professional fees 44,445 39,498
Fund administration fees (Note 3) 29,582 29,582
Administrative expenses (Note 3) 17,224 17,224
Independent General Partner fees
and expenses (Note 4) 11,626 15,562
Other expenses 6,486 14,985
----------- -----------
Total expenses 128,667 158,391
----------- -----------
NET INVESTMENT INCOME 149,538 241,961
----------- -----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments -- (3,099,731)
Net change in unrealized (loss) gain
on investments (788,038) 3,217,982
----------- -----------
Net (loss) gain on investments (788,038) 118,251
----------- -----------
NET (DECREASE) INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ (638,500) $ 360,212
=========== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of these
financial statements.
6
<PAGE> 7
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net (decrease) increase in net assets resulting from operations $ (638,500) $ 360,212
Adjustments to reconcile net (decrease) increase in
net assets resulting from operations to net cash
provided by operating activities:
Accreted discount on portfolio investments (8,696) (10,834)
Change in assets and liabilities:
Accrued interest receivable (4,966) (48,067)
Other assets 4,796 214
Payable to affiliates (2,402) 4,706
Accounts payable and accrued liabilities (14,149) 31,813
Net realized loss on investments -- 3,099,731
Net change in unrealized loss (gain)
on investments 788,038 (3,217,982)
----------- -----------
Net cash provided by operating activities 124,121 219,793
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of portfolio investments -- (3,655,003)
Proceeds from dispositions of portfolio investments -- 1,089,896
Sale of temporary investments, net 297,761 2,854,729
----------- -----------
Net cash provided by investing activities 297,761 289,622
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions paid to partners (334,812) (362,595)
----------- -----------
Net cash used in financing activities (334,812) (362,595)
----------- -----------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 87,070 146,820
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 234,305 175,768
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 321,375 $ 322,588
=========== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of these
financial statements.
7
<PAGE> 8
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
AND FOR THE YEAR ENDED DECEMBER 31, 1996
(unaudited)
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Increase in net assets from operations:
Net investment income $ 149,538 $ 772,453
Net realized loss on investments -- (3,453,919)
Net change in unrealized (loss) gain
on investments (788,038) 2,311,373
------------ ------------
Net decrease in net assets
resulting from operations (638,500) (370,093)
Repurchase of limited partnership units -- (1,440,340)
Distributions to partners from -
Net investment income (149,538) (956,739)
Realized gain on investments -- (465,859)
Return of capital (185,274) --
------------ ------------
Total decrease in net assets (973,312) (3,233,031)
Net assets:
Beginning of period 16,640,001 19,873,032
------------ ------------
End of period (including no undistributed
net investment income ) $ 15,666,689 $ 16,640,001
============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of these
financial statements.
8
<PAGE> 9
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
SELECTED PER UNIT DATA AND RATIOS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(unaudited)
<TABLE>
<CAPTION>
1997 1996
------------- -------------
Per Unit Data:
<S> <C> <C>
Investment income $ .25 $ .33
Expenses (.12) (.13)
------------- -------------
Net investment income .13 .20
Net realized loss on investments -- (2.56)
Net change in unrealized (loss) gain
on investments (.70) 2.66
Distributions declared to partners (.30) (.30)
------------- -------------
Net decrease in net asset value (.87) --
Net asset value:
Beginning of period 15.08 16.61
------------- -------------
End of period $ 14.21 $ 16.61
============= =============
Ratios (annualized):
Ratio of expenses to average net assets 3.19% 3.19%
Ratio of net investment income to
average net assets 3.70% 4.87%
Number of limited partnership units at end of period 1,104,881 1,196,564
</TABLE>
The accompanying notes to financial statements are an integral part of these
selected per unit data and ratios.
9
<PAGE> 10
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
(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 March 31, 1997 and the results of its operations, changes in
net assets and its cash flows for the period 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, 1996.
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
$19,304 were paid by the Fund for the three months ended March 31, 1997.
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 $29,582 were paid by the Fund for the three months ended March 31, 1997. 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 $17,224 for the three months
ended March 31, 1997.
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 three months ended March 31, 1997 totaled $11,626.
5. CONTINGENCIES
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 sought 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
objected to Finova's secured claim against Canadian's,
10
<PAGE> 11
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
(unaudited)
which was guaranteed by Benson Selzer and Joseph Eiger, and sought 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 during 1996 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. On March 19, 1997, the Bankruptcy Court
denied the Fund's claim.
FCM believes that any potential liability to the Fund resulting from
Canadian's outstanding sales tax liabilities will not have any material adverse
effect on the Fund's financial condition, beyond the reserve that has been
established.
11
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1997, the Fund held portfolio investments in eight
Managed Companies, with an aggregate cost of approximately $14.6 million. The
value of these portfolio investments, which were made from net offering
proceeds and the reinvestment of proceeds from the sale of other portfolio
investments, represents approximately 84.4% 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 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 March 31, 1997, 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.
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 1997
repurchase offer will be mailed to the Limited Partners during October 1997.
The actual redemption of tendered Units will occur on November 20, 1997.
During the three months ended March 31, 1997, the Fund paid a cash
distribution pertaining to the fourth quarter of 1996, in the amount of
$334,812. The distribution for the first quarter of 1997 will be paid on May
15, 1997. Both of 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. This will impact the amount of the Fund's quarterly
distributions for 1997 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.
See Note 5 to the financial statements for a discussion of litigation
associated with the Canadian's Chapter 11 bankruptcy case. FCM believes that
any potential liability to the Fund resulting from Canadian's outstanding
sales tax liabilities will not have any material adverse effect on the Fund's
financial condition, beyond the reserve that has been established.
12
<PAGE> 13
RESULTS OF OPERATIONS
Investment Income and Expenses
The Fund's net investment income was $149,538 for the three months
ended March 31, 1997 as compared to net investment income of $241,961 for the
corresponding period of the prior year. Net investment income per limited
partnership unit decreased from $.20 to $.13 and the ratio of net investment
income to average net assets decreased from 4.87% to 3.70% for the three months
ended March 31, 1997 as compared to the corresponding period of the prior year.
Net investment income for the three months ended March 31, 1997
decreased primarily as a result of a decrease in investment income. The
decrease in net investment income was partially offset by a decrease in total
expenses.
Investment income decreased $122,147, or 30.5%, for the three months
ended March 31, 1997, as compared to the corresponding period of the prior
year. This decrease resulted primarily from the Atlas Environmental, Inc.
("Atlas") Chapter 11 bankruptcy filing and the related decision to discontinue
accruing the interest due on the Atlas notes held by the Fund. The Fund's total
investments also decreased as a result of the Fund's repurchase of 7.66% of its
Units during the fourth quarter of 1996.
Total expenses decreased $29,724, or 18.8%, for the three months ended
March 31, 1997 as compared to the corresponding period of the prior year. This
decrease resulted primarily from decreases in investment advisory fees,
Independent General Partner fees and expenses and other expenses. These
decreases were partially offset by an increase in professional fees.
The investment advisory fees paid to FCM decreased as a result of (i)
the direct receipt by FCM of consulting fees from LMC Operating Corp. ("LMC"),
one of the Fund's portfolio companies, (ii) the repurchase of Units by the Fund
during the fourth quarter of 1996 and (iii) the realization during February
1996 of the loss on the Fund's Canadian's investment. Pursuant to the terms of
the Fund's investment advisory agreement with FCM, the investment advisory fees
payable to FCM by the Fund are reduced by the amount of any fees that FCM
receives directly from any of the Fund's portfolio companies. 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 are
calculated.
Independent General Partner fees and expenses declined because one of
the Fund's three Independent General Partners resigned during the fourth
quarter of 1996 and has not been replaced. Other expenses decreased primarily
because of expenses incurred during the prior year in connection with the
Canadian's bankruptcy proceedings. The increase in professional fees was
primarily the result of legal and consulting fees incurred during the three
months ended March 31, 1997 in connection with the Atlas bankruptcy
proceedings.
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
13
<PAGE> 14
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, 1996, the Fund had recorded $1,321,710 of
unrealized gain and $1,905,012 of unrealized loss on investments. Therefore, as
of December 31, 1996, the Fund had recorded a total net unrealized loss on
investments of $583,302.
The net increase in unrealized gain (loss) of investments during the
three and nine month periods ended March 31, 1997 and the cumulative net
unrealized gain on investments as of March 31, 1997, consisted of the following
components:
<TABLE>
<CAPTION>
Unrealized Gain (Loss) Recorded
-------------------------------
During the Three
Months Ended As of
Portfolio Company March 31, 1997 March 31, 1997
- ---------------------------- ---------------- --------------
<S> <C> <C>
Neodata $ -- $ (278,915)
KEMET (95,106) 428,453
ar accessories (703,412) (97,213)
Elgin / ENI 14,690 206,642
LMC -- (459,200)
MTI (4,210) (191,331)
Atlas -- (979,776)
----------- -----------
$ (788,038) $(1,371,340)
=========== ===========
</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 previously provided for the accrual, rather than current
payment, of interest, the Company's debt has grown to a level which exceeds the
Fund's valuation.
KEMET completed an IPO of its common stock during 1992. The stock,
which trades on the NASDAQ National Market System, closed at $18.9375 (an
average of the closing bid and ask prices) on March 31, 1997. This price is
down from the closing price of $23.0625 on December 31, 1996. Based on the
$18.9375 closing trading price of the common stock, the 23,056 shares of common
stock that the Fund held at March 31, 1997 had a market value of $436,623.
ar accessories group, incorporated ("AAG") reported significantly
reduced earnings and cash flow from operations for its most recent fiscal year.
In addition, the price earnings ratios of comparable companies in its industry
have declined recently. As a result of these factors, the AAG warrants and
common stock were written down in value by $703,412 at March 31, 1997.
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.
14
<PAGE> 15
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's investment was converted from debt
securities to equity securities, the Fund wrote its LMC investment down by
$459,200 during 1995.
The MTI common stock was written down in value during 1994 based upon
an independent third party valuation of the company that was obtained by MTI's
management. During August 1996, MTI 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 valuation of its MTI investment
was increased by $19,010 following the restructuring based upon an analysis of
MTI's earnings and cash flows. The Fund's valuation was reduced by $4,210 at
March 31, 1997 based upon MTI's reported results for 1996.
The companies that Atlas acquired during 1996 with the proceeds of the
Fund's subordinated debt investment have not performed as well as expected. As
a result, Atlas defaulted on certain financial covenants in its agreements with
its senior lender and with the Fund. The senior lender, the Bank of New York,
reacted to the covenant defaults by limiting Atlas' availability under its
revolving credit facility and by instructing Atlas not to pay the quarterly
interest payments that were due on the Fund's subordinated debt, beginning in
July 1996. In accordance with the intercreditor agreement between the Fund and
the Bank of New York, the bank could block payments on the Fund for up to 180
days.
During August 1996, Atlas entered into a letter of intent, under the
terms of which some of the company's businesses would be sold for cash. 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 was unable to reach a revised agreement with the purchaser and
Atlas remained in default on its debt. On January 17, 1997, Atlas filed for
Chapter 11 bankruptcy protection. Atlas is currently developing a plan of
reorganization for submission to the bankruptcy court that provides for the
continued operation of its businesses, following a series of strategic asset
acquisitions and dispositions.
As a result of these developments, the Fund stopped accruing interest
on its Atlas investment affective April 20, 1996 and recorded a $979,776
writedown in the carrying value of the investment during the fourth quarter of
1996.
FCM continually monitors both the Fund's portfolio companies and the
markets, and continually evaluates the decision to hold or sell its traded
securities.
15
<PAGE> 16
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings pending directly against the
Fund.
As discussed in prior filings, a class action lawsuit was filed during
1994 against PaineWebber and a number of its affiliates concerning the sale of
various limited partnership and other direct investment programs, including the
offering of the Units.
In 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. A definitive settlement was agreed to in
July 1996 and in March 1997, the District Court approved the settlement as fair
and reasonable. Under the terms of the settlement, PaineWebber agreed to pay
$125 million and additional consideration to class members. The investors who
had objected to the settlement have recently appealed the District Court's
approval to the United States Court of Appeals for the Second Circuit.
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.
27.1 Financial Data Schedule.
(b) The Registrant did not file any reports on Form 8-K during
the first quarter of the fiscal year ending December 31, 1997.
16
<PAGE> 17
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: May 12, 1997 By: /s/ Donald R. Jackson
----------------------------
Donald R. Jackson
Chief Financial Officer
17
<PAGE> 18
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
11.1 Statement of Computation of Net Investment Income
Per Limited Partnership Unit.
27.1 Financial Data Schedule.
E-1
<PAGE> 1
EXHIBIT 11.1
FIDUCIARY CAPITAL PENSION PARTNERS, L.P.
STATEMENT OF COMPUTATION OF NET
INVESTMENT INCOME PER LIMITED
PARTNERSHIP UNIT
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Net Investment Income $ 149,538 $ 241,961
Percentage Allocable to Limited Partners 99% 99%
---------- ----------
Net Investment Income Allocable
to Limited Partners $ 148,043 $ 239,541
========== ==========
Weighted Average Number of Limited
Partnership Units Outstanding 1,104,881 1,196,564
========== ==========
Net Investment Income Per Limited
Partnership Unit $ .13 $ .20
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 17,399,041
<INVESTMENTS-AT-VALUE> 16,027,701
<RECEIVABLES> 100,173
<ASSETS-OTHER> 1,850
<OTHER-ITEMS-ASSETS> 321,375
<TOTAL-ASSETS> 16,451,099
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 784,410
<TOTAL-LIABILITIES> 784,410
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 1,104,881
<SHARES-COMMON-PRIOR> 1,104,881
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,371,340)
<NET-ASSETS> 15,666,689
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 278,205
<OTHER-INCOME> 0
<EXPENSES-NET> 128,667
<NET-INVESTMENT-INCOME> 149,538
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (788,038)
<NET-CHANGE-FROM-OPS> (638,500)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 149,538
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 185,274
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (973,312)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 19,304
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 128,667
<AVERAGE-NET-ASSETS> 16,153,345
<PER-SHARE-NAV-BEGIN> 15.08
<PER-SHARE-NII> .13
<PER-SHARE-GAIN-APPREC> (.70)
<PER-SHARE-DIVIDEND> .13
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> .17
<PER-SHARE-NAV-END> 14.21
<EXPENSE-RATIO> 3.19
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
