UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the fiscal year ended
December 31, 1999
or
[ ] Transition Report to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the transition period from _______to_______
Commission File Number
33-26327-A
RAINES LENDERS, L.P.
(Exact name of Registrant as specified in its charter)
Delaware 62-1375240
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number.)
One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville,
Tennessee 37205
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (615) 292-1040
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
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 at least the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
[X]
The aggregate sales price of the Units of Limited Partnership
Interest to non-affiliates was $5,625,000 as of February 28, 1999.
This does not reflect market value, but is the price at which these
Units of Limited Partnership Interest were sold to the public.
There is no current market for these Units.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference in Part IV:
Prospectus of Registrant, dated April 3, 1989, as filed pursuant to
Rule 424(b) of the Securities and Exchange Commission.
<PAGE>
PART I
Item 1. Business
Raines Lenders, L.P. ("Registrant"), is a Delaware limited
partnership organized on December 16, 1988, pursuant to the
provisions of the Delaware Revised Uniform Limited Partnership Act,
Sections 17-101 - 17-1109, Title 6. The General Partner of the
Registrant is 222 Raines, Ltd., a Tennessee limited partnership,
whose general partners are Steven D. Ezell, Michael A. Hartley and
222 Partners, Inc.
The Registrant's primary business is to lend monies to Raines
Road, L.P. an affiliated partnership, which is engaged primarily in
the business of acquiring, developing and disposing of certain
undeveloped real estate in Memphis, Tennessee (the "Property").
The Registrant's investment objectives are preservation of capital
and capital appreciation through lending with a participating
interest in a partnership that invests in real estate which is
expected to appreciate through the passage of time, growth in the
surrounding areas, and the development of the Property prior to
resale.
Financial Information about Industry Segments
The Registrant's activity is within one industry segment and
geographical area. Therefore, financial data relating to the
industry segment and geographical area is included in Item 6 -
Selected Financial Data.
Narrative Description of Business
The Registrant issued a $4,700,000 participating mortgage note
(the "Lender Financing"), maturing on December 31, 2001 to Raines
Road, L.P., (the "Borrower") an affiliated partnership sharing the
same General Partner. The proceeds of the Lender Financing were
used by the Borrower, together with the available equity proceeds,
to acquire the Property and fund reserves. The Lender Financing
entitles the Registrant to receive a priority return of interest
and principal, and 50% of the "Net Revenues", if any from sale
proceeds of land collateralizing the debt. Net revenues, as
defined by the participating Loan Agreement, represent the
difference between cash proceeds earned and the following, in this
order: 1) accrued but unpaid interest and "Applicable Principal
Balances"; 2) accrued preferred return (12% on the net offering
proceeds of the Registrant) and 3) the "Applicable Equity Balance".
The "Applicable Principal Balance" is a fixed dollar amount
assigned in the loan agreement to the Property on a per acre basis
to represent a portion of the original principal amount of the
Lender Financing. From property sales in 1990, 1991, 1994 and
1997, the cumulative "Applicable Principal Balance" due to the
Registrant is $1,677,707 and is payable from future sale proceeds,
after all accrued interest is paid.
Due to changes in management's estimates as a result of
changes in general economic conditions relating to the property
securing the Lender Financing, during the fourth quarter of 1998,
the Registrant established an impairment reserve against the
balance due on the Lender financing and reversed all interest
previously taken into income in 1999. The Lender financing has
been placed on non-accrual status in accordance with the
Registrant's policy for impaired notes. For further discussion
regarding the Registrant's policy for impaired notes, refer to Note
1(d) of the Financial Statements included herein. This policy was
accepted upon the recommendation of the Registrant's principal
accountants. These adjustments to interest income and the
receivable balance are for financial reporting purposes only.
Interest income of approximately $564,000 a year will be recognized
for loan payment purposes.
The Property securing the Lender Financing consists of
approximately 200 acres of partially developed land on Raines Road
in Memphis, Tennessee, adjacent to the Memphis International
Airport. The Property is zoned for a wide variety of light
industrial, warehouse, office-warehouse and distribution uses. All
utilities, including water, sewer, electricity and natural gas, are
available to the Property.
Competition
Because the Registrant is under agreement to loan all proceeds
raised, less operating reserves, to Raines Road, L.P., the
Registrant is not involved in activities subject to competition.
The General Partner believes that the Property securing the
Lender Financing provides strong competition for purchasers or
developers of land in the Memphis Airport Area. There are a number
of tracts of competitive industrial land in the area.
Primary competition comes from several industrial parks in the
airport sub-market, each offering similar pricing to the
Registrant. The General Partner believes that the Property is
competitive due to its location, access and low costs of
development.
The Registrant has no employees. Mortgage services are being
provided under a contractual agreement with Landmark Realty
Services Corporation, an affiliate of the General Partner.
Item 2. Properties
The Registrant does not own any property, nor does it intend
to own any property in the future.
Item 3. Legal Proceedings
Registrant is not party to any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
The security holders of Registrant did not vote on any matter
during the fiscal year covered by this report.
PART II
Item 5. Market for Registrants' Units of Limited Partnership
Interest and Related Security Holder Matters
There is no established market for the Units, and it is not
anticipated that any will exist in the future. The Registrant
commenced an offering to the public on April 3, 1989 of 5,625 Units
of Limited Partnership Interests at $1,000 per Unit. The offering
of $5,625,000 was fully subscribed and closed on December 15, 1989.
As of February 28, 2000, there were 503 holders of record of the
Units of Limited Partnership Interests.
On June 20, 1997, the Registrant distributed $703,125 to the
limited partners or $125 per unit. This distribution was made from
payments received on the Lender Financing. There were no
distributions made in 1999 or 1998. Other than liquidity
constraints, there are no material restrictions upon the
Registrant's present or future ability to make distributions in
accordance with the provisions of Registrant's Limited Partnership
Agreement.
<PAGE>
Item 6. Selected Financial Data
For the Year Ended
December 31,
1999 1998 1997 1996 1995
Total Revenues-
Interest $ 0 489 564,066 564,821 573,513
Net income(loss) (39,996) (1,623,529) 523,182 525,459 534,542
Net income (loss) per limited
partner unit (7.11) (288.63) 91.75 93.41 94.02
Distributions per limited
partner unit - - 125 - 100
Total assets 5,675,825 5,693,721 7,312,250 7,499,700 6,974,241
Note receivable
from affiliate 4,700,000 4,700,000 4,700,000 4,700,000 4,700,000
Interest receivable
from affiliate 2,513,634 2,513,634 2,524,934 2,695,434 2,131,434
Allowance for
impairment (1,580,711) (1,580,711) - - -
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Due to the nature of the Registrant, the majority of its
activity on a regular basis is to earn interest income. There are
no interest payments due to the Registrant until the Property
securing the Registrant's loan or portions thereof is sold, or
until December 31, 2001, whichever is first. Due to changes in
managements estimates as a result of changes in general economic
conditions relating to the property securing the Lender Financing,
during the fourth quarter of 1998, the Registrant established an
impairment reserve against the balance due on the Lender financing
and reversed all interest previously taken into income in 1998.
The Lender financing has been placed on non-accrual status in
accordance with the Registrant's policy for impaired notes. For
further discussion regarding the Registrant's policy for impaired
notes, refer to Note 1(d) of the Financial Statements included
herein. This policy was accepted upon the recommendation of the
Registrant's principal accountants. These adjustments to interest
income and the receivable balance are for financial reporting
purposes only. Interest income of approximately $564,000 a year
will be recognized for loan payment purposes.
Except for the above fluctuations, the operations of the
Registrant have remained comparable through the years. The minimal
level of operational expenses are expected to continue in the
foreseeable future.
In 1997, the Borrower sold approximately 30 acres. Of the
$2.2 million in sale proceeds, $1.1 million was escrowed for
development of the sale site and adjacent land, and $734,500 was
paid to the Registrant on the Lender Financing. The Borrower did
not have any property sales in 1998 or 1996.
From sales in 1990, 1991, 1994 and 1997, the cumulative "Applicable
Principal Balance" of $1,677,707 is due and payable from the next
available sales proceeds, after all accrued interest is paid.
Financial Condition and Liquidity
At February 28, 2000, the Registrant had approximately $6,841
available in funds to cover operating expenses for 2000. Operating
expenses are primarily accounting fees which includes audit and
tax, and mortgage servicing fees. The cash reserves are
insufficient. If a sale of the property occurs, then funds may be
available from a payment on the Lender Financing. The General
Partner expects the Registrant to meet operational needs through
affiliated loans if necessary.
In 1997, 1994, 1991 and 1990, the Borrower retained a portion
of sales proceeds for development and operations and did not
distribute all sales proceeds to the Registrant as payments of
interest or applicable principal. The Borrower made interest
payments of $11,300, $734,500, $600,000, and $1,027,454 on the
Lender Financing in 1998, 1997, 1995 and 1991, respectively. The
Registrant's and Borrower's joint General Partner believes that
using sales proceeds for development and distributing only the
Borrower's net available cash was contemplated by the loan
agreement. However, the loan agreement is ambiguous on this use of
funds; therefore, this treatment could constitute a default on the
loan agreement. In such an event, the Registrant is required to
foreclose the loan and accelerate the amounts due. Currently, the
Registrant has not foreclosed or accelerated the amounts due under
the loan agreement and has no plans to do so.
Year 2000
In 1999, the Partnership initiated a plan ("Plan") to identify, and
remediate "Year 2000" issues within each of its significant
computer programs and certain equipment which contain
microprocessors. The Plan addressed the issue of computer programs
and embedded computer chips being unable to distinguish between the
year 1900 and the year 2000, if a program or chip uses only two
digits rather than four to define the applicable year. The
Partnership divided the Plan into five major phases-assessment,
planning, conversion, implementation and testing. The plan was
completed in mid 1999. The total remediation costs for the plan
were not material to the questions or liquidity of the
partnerships. The registrant had no significant operational
difficulties related to Year 2000 issues. Management does not
expect any future issues or operational problems related to Year
2000 issues.
Item 8. Financial Statement and Supplementary Data
RAINES LENDERS, L.P.
(A Limited Partnership)
FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999, 1998, 1997
INDEX
Page
Number
Independent Auditors' Report F-1
Financial Statements
Balance Sheets F-2
Statements of Operations F-3
Statements of Partners' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
Independent Auditors' Report
The Partners
Raines Lenders, L.P.:
We have audited the accompanying balance sheets of Raines Lenders,
L.P. (a limited partnership) as of December 31, 1999 and 1998, and
the related statements of operations, partners' equity, and cash
flows for each of the years in the three-year period ended December
31, 1999. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Raines
Lenders, L.P. at December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the years in the three-
year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
KPMG LLP
Nashville, Tennessee
January 21, 2000
F-1
RAINES LENDERS, L.P.
(A Limited Partnership)
Balance Sheets
December 31, 1999 and 1998
Assets 1999 1998
Cash $ 254 362
Note receivable from affiliate (note 3) 4,700,000 4,700,000
Interest receivable
from affiliate, net of
allowance for impairment
of $1,580,711 in 1999
and 1998 932,923 932,923
Loan costs, less accumulated
amortization of $188,602 and
$170,814 in 1999 and 1998,
respectively. 42,648 60,436
Total assets $ 5,675,825 5,693,721
Liabilities and Partners' Equity
Liabilities
Due to affiliate (note 2) $ 27,100 5,000
Partners' equity
Limited partners (5,625 units
outstanding) 5,648,725 5,688,721
General partner - -
Total partners' equity 5,648,725 5,688,721
Commitments and contingencies (note 2 and 3)
Total liabilities and
partners' equity $ 5,675,825 5,693,721
See accompanying notes to financial statements.
F-2
RAINES LENDERS, L.P.
(A Limited Partnership)
Statements of Operations
Years ended December 31, 1999, 1998 and 1997
1999 1998 1997
Revenue:
Interest Income (note 3) $ - 489 564,066
Expenses:
Mortgage servicing fee
(note 2) 9,000 9,000 9,000
Legal and accounting
fees (note 2) 12,520 14,548 11,876
General and administrative 688 1,971 2,220
Amortization 17,788 17,788 17,788
Bad debts - 1,580,711 -
Total expenses 39,996 1,624,018 40,884
Net income (loss) $ (39,996) (1,623,529) 523,182
Net income (loss) allocated to:
General Partner $ - - 7,102
Limited Partner $(39,996) (1,623,529) 516,080
Net income (loss) per
limited partner unit $ (7.11) (288.63) 91.75
Weighted average
units outstanding 5,625 5,625 5,625
See accompanying notes to financial statements.
F-3
RAINES LENDERS, L.P.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 1999, 1998 and 1997
Limited General
partners partner Total
Units Amounts
Balance at
December 31, 1996 5,625 $7,499,295 - 7,499,295
Distributions to
partners (note 4) - (703,125) (7,102) (710,227)
Net income - 516,080 7,102 523,182
Balance at
December 31, 1997 5,625 7,312,250 - 7,312,250
Net loss - (1,623,529) - (1,623,529)
Balance at
December 31, 1998 5,625 5,688,721 - 5,688,721
Net Loss - (39,996) - (39,996)
Balance at
December 31, 1999 5,625 $5,648,725 - 5,648,725
See accompanying notes to financial statements.
F-4
RAINES LENDERS, L.P.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1999, 1998 and 1997
1999 1998 1997
Cash flows from operating activities:
Net (loss) income $ (39,996) (1,623,529) 523,182
Adjustments to reconcile
net (loss) income to net
cash (used in) provided by
operating activities:
Bad debt expense - 1,580,711 -
Amortization 17,788 17,788 17,788
Decrease in interest
receivable from affiliate - 11,300 170,500
Increase (decrease) in
accounts payable 22,100 5,000 (405)
Net cash (used in) provided by
by operating activities (108) (8,730) 711,065
Cash flows from financing
activities
Distribution to partners - - (710,227)
Net (decrease)increase in cash (108) (8,730) 838
Cash at beginning of year 362 9,092 8,254
Cash at end of year $ 254 362 9,092
See accompanying notes to financial statements.
F-5
RAINES LENDERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1999 and 1998
(1) Summary of Significant Accounting Policies
(a) Organization
Raines Lenders, L.P. (the Partnership) is a Delaware limited
partnership organized on December 16, 1988, for the purpose of
making a participating mortgage loan to Raines Road, L.P.,
which shares the same General Partner. The General Partner is
222 Raines, Ltd., whose general partners are Steven D. Ezell,
Michael A. Hartley and 222 Partners,Inc. The Partnership
prepares financial statements and Federal income tax returns
on the accrual method and includes only those assets,
liabilities and results of operations which relate to the
business of the Partnership. In the event that the
Partnership has short-term cash deficiencies, the General
Partner can defer the collection of fees for certain
related party expenses or grant interest-free loans from
related parties until cash becomes available.
(b) Estimates
Management of the Partnership has made estimates and
assumptions to prepare these financial statements in
accordance with generally accepted accounting principles.
Actual results could differ from those estimates.
(c) Cash
Cash belonging to the Partnership is combined in an account
with funds from other partnerships related to the general
partner.
(d) Note Receivable from Affiliate
The Partnership, considering current information and events
regarding the borrower's ability to repay its obligations,
considers a note to be impaired when it is probable that the
Partnership will be unable to collect all amounts due
according to the contractual terms of the note agreement.
When a note is considered to be impaired, the amount of the
impairment is measured based upon the estimated fair value of
F-6
RAINES LENDERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(d) Note Receivable from Affiliate(continued)
the underlying collateral. When a note is considered
impaired, management ceases the accrual of interest income.
The Partnership will establish an impairment allowance for the
amount that the recorded value of the note plus accrued
interest exceeds its estimated fair value. The impairment
allowance is established by a charge to earnings. Any cash
receipts on impaired notes receivable are applied to reduce
the accrued interest due and the principal amount of such
notes until the balances have been recovered and are
recognized as interest income, thereafter.
During 1998, the Partnership determined that the note
receivable was impaired. The amount of the impairment was
based on the fair value of the underlying land and
improvements of Raines Road, L.P., which serves as collateral
for the note. The note receivable from affiliate remained
recorded at cost with an allowance for impairment of
$1,580,711 against prior accrued interest at December 31,
1999. The note was placed on non-accrual status.
(e) Loan Costs
Loan costs are amortized by the straight-line method over
the thirteen year term of the note receivable from affiliate.
(f) Income Taxes
No provision has been made for Federal or state income
taxes since such taxes are the responsibility of the Partners.
Annually, the Partners receive from the Partnership IRS form
K-1's, which provide them with their respective share of
taxable income (or losses), deductions, and other tax related
information. The only difference between the tax basis and
reported amounts of the Partnership's assets and liabilities
relates to the recognition of interest income and the reserve
for impairment.
F-7
RAINES LENDERS
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(g) Partnership Allocations
Net profits, losses and distribution of cash flow of the
Partnership are allocated to the Partners in accordance with
the Partnership agreement as follows:
Partnership net profits are allocated first to any partner
with a negative balance in their capital account, determined
at the end of the taxable year as if the Partnership had
distributed cash flow, in proportion to the negative capital
balance account of all partners until no partner's capital
account is negative. Net profit allocations are then made to
limited partners up to the difference between their capital
account balances and the sum of their adjusted capital
contributions (capital balance, net of cumulative cash
distributions in excess of preferred returns - 12% annual
cumulative return on capital contributed). Any remaining net
profit allocations are then made to the limited partners until
the taxable year in which cumulative profits to the limited
partners equal their adjusted capital contribution plus an
unpaid preferred return (12% annual cumulative return on
capital contributed). Net profits are then allocated to the
general partner until the ratio of the general partner's
capital account balance to the capital account balances, in
excess of adjusted capital contributions and unpaid preferred
return, of all limited partners is 27% to 73%. Thereafter,
profits are generally allocated 27% to the general partner and
73% to the limited partners. Net losses are allocated to the
partners in proportion to their positive capital accounts.
Partnership distributions are allocated 99% to limited
partners and 1% to the general partner in an amount equal to
their preferred return (12% annual, cumulative return on
capital contributed), 99% to the limited partners and 1% to
the general partner until the limited partners have received
an amount equal to their adjusted capital contributions, and
then 73% to the limited partners and 27% to the general
partner.
Cumulative unpaid preferred returns are $4,947,759 and
$4,272,759 at December 31, 1999 and 1998, respectively.
F-8
RAINES LENDERS
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(h) Comprehensive Income
Comprehensive income is defined as the change in equity of a
business enterprise during a period associated with
transactions and other events and circumstances from non-owner
sources. It includes all changes in equity during a period
except those resulting from investments by owners and
distributions to owners. During the years ended December 31,
1999 and 1998, the Partnership had no components of other
comprehensive income. Accordingly, comprehensive income for
each of the years was the same as net income (loss).
(2) Related Party Transactions
The General Partner and its affiliates have been actively
involved in managing the Partnership. Affiliates of the
General Partner receive fees for performing certain services.
Expenses incurred for these services are as follows:
1999 1998 1997
Mortgage service fee $ 9,000 9,000 9,000
Accounting fees 2,600 2,800 2,100
Due to affiliate 27,100 5,000 -
(3) Note Receivable From Affiliate
The note receivable from affiliate represents a $4,700,000
long-term note receivable from Raines Road, L.P. (the
Borrower), an affiliate sharing the same General Partner. The
note accrued simple interest at an annual rate of 12% plus
additional interest equal to 50% of "net revenues", as defined
in the Participating Loan Agreement. The note is secured by
a mortgage on land and improvements held for investment by the
Borrower and by a security interest in any unrestricted cash
reserves or investment securities held by the Borrower. The
note is due December 31, 2001.
F-9
RAINES LENDERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(3) Note Receivable From Affiliate (continued)
Summarized financial information of Raines Road, L.P. at
December 31, 1999 and 1998, and for the years ended December
31, 1999, 1998 and 1997, is presented below:
Assets 1999 1998
Cash $ 5,129 114,342
Restricted cash 143,642 140,769
Accounts receivable from affiliate 2,100 5,000
Land and land improvements
held for investment 5,599,928 5,599,928
Total assets $ 5,750,799 5,860,039
Liabilities and Partners' Deficit
Liabilities:
Note payable - affiliate $ 4,700,000 4,700,000
Accrued interest payable - affiliate 3,641,634 3,077,634
Accounts payable 29,790 -
Accrued property taxes 132,255 133,500
Total liabilities 8,503,679 7,911,134
Partners' deficit:
Limited partners (2,752,880) (2,051,095)
General partners - -
Total partners' deficit (2,752,880) (2,051,095)
Total liabilities and
partners' deficit $5,750,799 5,860,039
F-10
RAINES LENDERS
(A Limited Partnership)
Notes to Financial Statements
(3) Note Receivable From Affiliate (continued)
Operations 1999 1998 1997
Revenue:
Gain on sales of land
and improvements $ - 32,995 628,719
Interest and other 6,428 13,751 25,408
Total revenues 6,428 46,746 654,127
Expenses:
Interest 564,000 564,000 564,000
Other 144,213 137,764 98,754
Total expenses 708,213 701,764 662,754
Net loss (701,785) (655,018) (8,627)
Cash Flows:
Net cash provided (used) by
operating activities $(109,213) 15,664 57,045
Increase (decrease) in cash $(109,213) 15,664 57,045
In 1999 and 1998 there were no land sales and the Partnership paid
$0 and $11,300 in interest payments to the Lender, respectively.
In 1997, the Partnership sold 26.6 acres of land receiving net
proceeds of $628,719 and paid $734,500 in interest payments to the
Lender.
Due to anticipated future requirements for additional development
and operations, the Borrower retained certain proceeds from sales
and did not pay additional amounts of interest and/or applicable
principal balance to the Partnership. The Partnership's and
Borrower's joint general partner believes that retaining sales
proceeds for development, and distributing only net available cash
to the Partnership, was contemplated by the note agreement.
However, the note agreement does not explicitly authorize this use
F-11
RAINES LENDERS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(3) Note Receivable from Affiliate (continued)
of funds; therefore, this treatment could constitute a default on
the note agreement. In such an event, the Partnership is required
to accelerate the amounts due or foreclose the loan. To date, the
Partnership has not foreclosed or accelerated the amounts due under
the note agreement. At December 31, 1999 and 1998, the applicable
principal balance due to the Partnership is $1,677,707.
Interest income associated with the note payable from affiliate in
1999 and 1998 was -0-, and $564,000 in 1997.
The Partnership has determined that the note and interest
receivable from the affiliate are impaired.
(4) Distributions
For the year ended December 31, 1997, the Partnership made
distributions of $710,227. Of this amount, $703,125 ($125 per unit)
was allocated to the limited partners and $7,102 was allocated to
the general partner. There were no distributions in 1999 and 1998.
F-12
<PAGE>
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant does not have any directors or officers. 222
Raines, Ltd. is the General Partner. Steven D. Ezell, Michael A.
Hartley and 222 Partners, Inc. are the general partners of the
General Partner and as such have general responsibility and
ultimate authority in matters affecting Registrant's business.
The General Partners of 222 Raines, Ltd. are as follows:
Steven D. Ezell
Steven D. Ezell, age 46, is a general partner of 222 Raines,
Ltd. He is the President and sole shareholder of 222 Partners,
Inc. He has been an officer of 222 Partners, Inc. from September
17, 1986 through the current period. Mr. Ezell is President and
50% owner of Landmark Realty Services Corporation. For the prior
four years, Mr. Ezell was involved in property acquisitions for
Dean Witter Realty Inc. in New York City, most recently as Senior
Vice President. Steven D. Ezell is the son of W. Gerald Ezell.
Michael A. Hartley
Michael A. Hartley, age 40, is Secretary/Treasurer and a Vice
President of 222 Partners, Inc. He has been an officer of 222
Partners, Inc. from September 17, 1986 through the current period.
Mr. Hartley is Vice President and 50% owner of Landmark Realty
Services Corporation. Prior to joining Landmark in 1986, Mr.
Hartley was Vice President of Dean Witter Realty Inc., a New York-
based real estate investment firm.
222 Partners Inc.
222 Partners, Inc. was formed in September, 1986 and serves as
general partner for several other real estate investment limited
partnerships. The directors of 222 Partners, Inc. are W. Gerald
Ezell, Steven D. Ezell, and Michael A. Hartley.
W. Gerald Ezell
W. Gerald Ezell, age 69, serves on the Board of Directors of
222 Partners, Inc. Until November, 1985, Mr. Ezell had been for
over 20 years an agency manager for Fidelity Mutual Life Insurance
Company and a registered securities principal of Capital Analysts
Incorporated, a wholly owned subsidiary of Fidelity Mutual Life
Insurance Company.
Item 11. Executive Compensation
During 1999, Registrant was not required to and did not pay
remuneration to any executives, partners of the General Partner or
any affiliates, except as set forth in Item 13 of this report,
"Certain Relationships and Related Transactions."
The General Partner does participate in the Profits, Losses
and Distributions of the Registrant as set forth in the Partnership
Agreement.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of February 28, 2000 no person or "group" (as that term is
used in Section 3(d) (3) of the Securities Exchange Act of 1934)
was known by the Registrant to beneficially own more than five
percent of the Units of Registrant.
As of the above date, the Registrant knew of no officers or
directors of 222 Partners, Inc. that beneficially owned any of the
units of the Registrant.
There are no arrangements known by the Registrant, the
operation of which may, at a subsequent date, result in a change in
control of the Registrant.
Item 13. Certain Relationships and Related Transactions
During 1999, no affiliated entities have earned compensation
for services from the Registrant in excess of $60,000. For a
listing of all miscellaneous transactions with affiliates which
were less than $60,000 refer to Note 2 to the Financial Statements
in Item 8.
The Registrant loaned $4,700,000 to Raines Road, L.P., an
affiliated partnership, during 1989. Accrued interest on such loan
at December 31, 1999 was $2,513,634.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) (1) Financial Statements
See Financial Statements Index in Item 8 hereof.
(2) Financial Statement Schedule
See Financial Statement Schedule Index at page 27
hereof.
(3) Exhibits
3 Amended and Restated Certificate and Agreement of
Limited Partnership, incorporated by reference to
Exhibit A to the Prospectus of Registrant dated April
3, 1989 filed pursuant to Rule 424(b) of the Securities
and Exchange Commission.
10A Participating Loan Agreement by and among Raines Road,
L.P. and the Registrant, incorporated by reference to
Exhibit 10.1 to Registrant's Form S-18 Registration
Statement as filed on January 4, 1989.
10B Deed of Trust, Assignment of Leases and Security
Agreement by and among Raines Road, L.P. and the
Registrant, incorporated by reference to Exhibit 10.2
of the Registrant's Form S-18 Registration Statement as
filed on January 3, 1989.
10C Participating Mortgage Note of Owner to Lender
incorporated by reference to Exhibit 10.3 to
Registrant's Form S-18 Registration Statement as filed
on January 4, 1989.
22 Subsidiaries-Registrant has no subsidiaries.
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last
quarter of 1999.
Financial Statement Schedule Filed Pursuant to Item 14(a)(2):
RAINES LENDERS, L.P.
(A Limited Partnership)
ADDITIONAL INFORMATION
FOR THE YEARS ENDED
DECEMBER 31, 1999, 1998 AND 1997
INDEX
Page
Number
Additional financial information furnished
pursuant to the requirements of Form 10-K:
Financial Statement Schedule -
Independent Auditors' Report S-1
Schedule IV - Mortgage Loans on Real Estate S-2
Financial Statements of Properties Securing
Mortgage Loans - Raines Road, L.P
Independent Auditors' Report M-1
Balance Sheets M-2
Statements of Operations M-3
Statements of Partners' Deficit M-4
Statements of Cash Flows M-5
Notes to Financial Statements M-6
All other Schedules have been omitted because they are
inapplicable, not required or the information is included in the
Financial Statements or notes thereto.
Independent Auditors' Report
The Partners
Raines Lenders, L.P.
Under date of January 21, 2000, we reported on the balance sheets
of Raines Lenders, L.P. as of December 31, 1999 and 1998, and the
related statements of operations, partners' equity, and cash flows
for each of the years in the three-year period ended December 31,
1999. These financial statements and our report thereon are
included elsewhere herein. In connection with our audits of the
aforementioned financial statements, we have also audited the
related financial statement schedule information as listed in the
accompanying index. This financial statement schedule is the
responsibility of the Partnership's management. Our responsibility
is to express an opinion on this financial statement schedule based
on our audit.
In our opinion, such financial statement schedule, when considered
in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.
KPMG LLP
Nashville, Tennessee
January 21, 2000
<PAGE>
Schedule IV
RAINES LENDERS, L.P.
(A Limited Partnership)
Mortgage Loans on Real Estate
December 31, 1999
<TABLE>
Amount
of
loan
subject
to
Carrying delin-
<CAPTION> Face amount quent
Final Periodic amount of prin-
Interest maturity payment Prior of mortgage cipal/
Description rate date terms liens mortgage interest
<S>_________ <C>_____ <C>_____ <C>____ <C>___ <C>_____ <C>_____ <C>_____
Raines Road, L.P., an
affiliate* 12% December Upon the
31, 2001 sale of
property - $4,700,000 $4,700,000 -0-
</TABLE>
<PAGE>
Schedule IV
RAINES LENDERS, L.P.
(A Limited Partnership)
Mortgage Loans on Real Estate (continued)
December 31, 1999
1999 1998 1997
(1) Balance at beginning of
period $ 4,700,000 4,700,000 4,700,000
Balance at end of period $ 4,700,000 4,700,000 4,700,000
(2) Aggregate cost for Federal
tax purposes $ 4,302,126 4,302,126 4,302,126
*This represents a promissory note from Raines Road, L.P., an
affiliate sharing the same General Partner. This note accrues
simple interest at an annual rate of 12% plus additional interest
equal to 50% of the "net revenues," as defined in the Participating
Loan Agreement. The note is secured by a mortgage on the land in
Memphis, Tennessee held by the debtor, subject to a security interest
in any unrestricted cash reserves or investment securities held by the
debtor. At December 31, 1999, interest of $2,513,634 was accrued on
the promissory note. Also at December 31, 1999, a reserve for impairment was
established in the amount of $1,580,711. Interest and principal payments
become due upon the sale of the collateral or any portion thereof to the
extent cash is available, but no later than December 31, 2001. See note 3 to
the financial statements.
See accompanying independent auditors' report.
<PAGE>
Independent Auditors' Report
The Partners
Raines Road, L.P.:
We have audited the accompanying balance sheets of Raines Road,
L.P. (a limited partnership) as of December 31, 1999 and 1998, and
the related statements of operations, partners' deficit, and cash
flows for each of the years in the three-year period ended December
31, 1999. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Raines
Road, L.P. at December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the years in the three-
year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
KPMG LLP
Nashville, Tennessee
January 21, 2000
M-1
<PAGE>
RAINES ROAD, L.P.
(A Limited Partnership)
Balance Sheets
December 31, 1999 and 1998
<TABLE>
Assets 1999 1998
<S> <C> <C>
Cash (note 5) $ 5,129 114,342
Restricted cash (note 3) 143,642 140,769
Accounts receivable from affiliate(note 2) 2,100 5,000
Land and land improvements held for
investment (notes 4 and 5) 5,599,928 5,599,928
Total assets $ 5,750,799 5,860,039
Liabilities and Partners' Deficit
Liabilities:
Note payable - affiliate (note 5) $ 4,700,000 4,700,000
Accrued interest payable to
affiliate (note 5) 3,641,634 3,077,634
Accounts payable 29,790 -
Accrued property taxes 132,255 133,500
Total liabilities 8,503,679 7,911,134
Partners' deficit:
Limited partners (1,875 units
outstanding) (2,752,880) (2,051,095)
General partner - -
Total partners' deficit (2,752,880) (2,051,095)
Commitments and contingencies
(notes 2,3 and 5)
Total liabilities and
partners' deficit $ 5,750,799 5,860,039
</TABLE>
See accompanying notes to financial statements.
M-2
RAINES ROAD, L.P.
(A Limited Partnership)
Statements of Operations
<TABLE>
Years ended December 31, 1999, 1998 and 1997
<CAPTION>
1999 1998 1997
<S> <C> <C> <C>
Revenues
Land Sales -
Gross Proceeds $ - - 2,220,000
Cost of land and
improvements sold(note 3) - 32,995 (1,448,336)
Closing Costs (note 2) - - (142,945)
Gain on land sales - 32,995 628,719
Interest 6,428 11,401 25,408
Miscellaneous - 2,350 -
Total revenues 6,428 46,746 654,127
Expenses:
Interest expense (note 5) 564,000 564,000 564,000
Property taxes 125,115 114,724 66,478
General and administrative 1,677 2,911 15,768
Legal and accounting(note 2) 14,421 17,129 12,658
Architect & engineering fees - - 850
Property management fee(note 2) 3,000 3,000 3,000
Total expenses 708,213 701,764 662,754
Net loss $ (701,785) (655,018) (8,627)
Net loss allocated to:
General partner $ - - -
Limited partners $ (701,785) (655,018) ( 8,627)
Net loss per limited
partner unit $ (374.29) (349.34) (4.60)
Weighted average units
outstanding 1,875 1,875 1,875
</TABLE>
See accompanying notes to financial statements.
M-3
RAINES ROAD, L.P.
(A Limited Partnership)
Statements of Partners' Deficit
Years ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Limited General
partners partner Total
Units Amounts
<S> <C> <C> <C> <C>
Balance at
December 31, 1996 1,875 $(1,387,450) - (1,387,450)
Net loss - (8,627) - (8,627)
Balance at
December 31, 1997 1,875 (1,396,077) - (1,396,077)
Net Loss - (655,018) - (655,018)
Balance at
December 31, 1998 1,875 (2,051,095) - (2,051,095)
Net Loss - (701,785) - (701,785)
Balance at
December 31, 1999 1,875 $(2,752,880) - (2,752,880)
</TABLE>
See accompanying notes to financial statements.
M-4
<PAGE>
RAINES ROAD, L.P.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1999, 1998 and 1997
1999 1998 1997
Cash flows from operating activities:
Net loss $ (701,785) (655,018) (8,627)
Adjustments to reconcile net
loss to net cash provided by
(used) in operating activities:
Cost of land and improvements held
for investment - - (1,224,398)
Cost of land and
improvements sold - 32,995 1,448,336
(Increase)decrease in
restricted cash (2,873) 239,429 (223,957)
(Increase)decrease in accounts
receivable from affiliate 2,900 (5,000) -
Increase (decrease) in accrued
interest payable 564,000 552,700 (170,500)
Increase (decrease) in
accounts payable 29,790 (221,982) 217,126
(Decrease)Increase in accrued
property taxes (1,245) 72,540 19,065
Net cash (used in)provided
by operating activities (109,213) 15,664 57,045
Net (decrease)increase
in cash (109,213) 15,664 57,045
Cash at beginning of year 114,342 98,678 41,633
Cash at end of year $ 5,129 114,342 98,678
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ - 11,300 734,500
See accompanying notes to financial statements.
M-5
RAINES ROAD, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1999 and 1998
(1) Summary of Significant Accounting Policies
(a) Organization
Raines Road, L.P. (the Partnership) is a Delaware
limitedpartnership organized on December 16, 1988 to
acquire several contiguous, undeveloped tracts of land
in Memphis, Tennessee for the purpose of developing and
selling parcels of real estate. The General Partner is
222 Raines, Ltd., whose general partners are Steven D.
Ezell, Michael A. Hartley, and 222 Partners, Inc. The
Partnership prepares financial statements and income tax
returns on the accrual method of accounting. The
financial statements include only those assets,
liabilities and results of operations which relate to the
Partnership. In the event that the Partnership has
short-term cash deficiencies, the General Partner
believes it can defer the collection of fees for certain
related party expenses or grant interest-free loans from
related parties until cash becomes available.
(b) Estimates
Management of the Partnership has made estimates and
assumptions to prepare these financial statements in
accordance with generally accepted accounting principles.
These estimates include the determination of the
estimated fair value of the Partnership's land and
improvements. Actual results could differ from those
estimates.
(c) Cash
Cash belonging to the Partnership is combined in an
account with funds from other partnerships related to the
general partner.
(d) Land and Improvements Held for Investment
Land and improvements held for investment are recorded at
cost and include approximately 200 acres at December 31,
1999 and 1998. Interest expense on the note payable to
affiliate, insurance, and property taxes were capitalized
as carrying costs of the property during the development
period.
M-6
RAINES ROAD, L.P.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(d) Land and Improvements Held for Investment(continued)
Costs to hold land, including interest, insurance, and
property taxes are charged to expense once the develop-
ment of the property is substantially complete. Land
improvement costs incurred and capitalized include
development costs expended subsequent to the acquisition
of a tract of land.
Long-lived assets to be disposed of be reported at the
lower of the carrying amount or fair value less estimated
costs to sell. The fair value of the assets can be
determined externally, using appraisals, or internally
using discounted future net cash flows. If such assets
are considered impaired, the impairment to be recognized
is measured by the amount by which the carrying amount of
the assets exceeds the fair value of the assets less
estimated costs to sell. Impairment is recognized
through the establishment of an allowance for impairment
with a corresponding charge to operations. Losses upon
the sale of the assets are charged to the allowance.
Based upon management's analysis of discounted future net
cash flows, the Partnership's land and improvements held
for investment does not meet definitions of impairment.
Accordingly, land held for investment is recorded at cost
with no allowance for impairment necessary.
M-7
RAINES ROAD, L.P.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(e) Income Recognition
Income from sales of land and improvements held for
investment is generally recorded on the accrual basis
when the buyer's financial commitment is sufficient to
provide economic substance to the transaction, and when
other criteria of SFAS No. 66 "Accounting for Sales of
Real Estate" are satisfied. For sales of real estate
where both cost recovery is reasonably certain and the
collectibility of the contract price is reasonably
assured, but the transaction does not meet the remaining
requirements to be recorded on the accrual basis, profit
is deferred and recognized under the installment method,
which recognizes profit as collections of principal are
received. If developments subsequent to the adoption of
the installment method occur which cause the transaction
to meet the requirements of the full accrual method, the
remaining deferred profit is recognized at that time.
Any losses on sales of real estate are recognized at the
time of the sale.
(f) Income Taxes
No provision has been made in the financial statements
for Federal or state income taxes, since such taxes are
the responsibilities of the partners.
Annually, the partners receive, from the Partnership, IRS
Form K-1's, which provide them with their respective
share of taxable income or losses, deductions, and
other tax related information. The only difference
between the tax basis and reported amounts of the
Partnership's assets and liabilities relates to the
valuation of land held for investment. For income tax
purposes certain costs were capitalized as additional
land improvement costs.
(g) Partnership Allocations
Net profits, losses and distribution of cash flow of the
Partnership are allocated to the Partners in accordance
with the Partnership agreement as follows:
M-8
RAINES ROAD, L.P.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(g) Partnership Allocations(continued)
Partnership net profits are allocated first to any
partner with a negative balance in their capital account,
determined at the end of the taxable year as if the
Partnership had distributed cash flow, in proportion to
the negative capital balance account of all partners
until no partner's capital account is negative. Net
profit allocations are then made to the limited partners
up to the difference between their capital account
balances and the sum of their adjusted capital
contributions (capital balance, net of cumulative cash
distributions in excess of preferred returns - 12% annual
cumulative return on capital contributed). Any remaining
net profit allocations are then made to the limited
partners until the taxable year in which cumulative
profits to the limited partners equal their adjusted
capital contribution plus an unpaid preferred return (12%
annual cumulative return on capital contributed). Net
profits are then allocated to the general partner until
the ratio of the general partner's capital account
balance to the capital account balances, in excess of
adjusted capital contributions and unpaid preferred
return, of all limited partners is 27% to 73%.
Thereafter, profits are generally allocated 27% to the
general partner and 73% to the limited partners. Net
losses are allocated to the partners in proportion to
their positive capital accounts.
Partnership distributions are allocated 99% to the
limited partners and 1% to the general partner in an
amount equal to their preferred return (12% annual,
cumulative return on capital contributed), 99% to the
limited partners and 1% to the general partner until the
limited partners have received an amount equal to their
adjusted capital contributions, and then 73% to the
limited partners and 27% to the general partner.
Cumulative unpaid preferred returns are $2,362,500 at
December 31, 1999.
M-9
<PAGE>
RAINES ROAD, L.P.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(h) Comprehensive Income
Comprehensive income is defined as the change in equity
of a business enterprise, during a period, associated
with transactions and other events and circumstances from
non-owner sources. It includes all changes in equity
during a period except those resulting from investments
by owners and distributions to owners. During the three
years ended December 31, 1999, the Partnership had no
components of other comprehensive income. Accordingly,
comprehensive income for each of the years was the same
as net loss.
(2) Related Party Transactions
The General Partner and its affiliates have been actively
involved in managing the Partnership. Affiliates of the
General Partner receive fees and commissions for
performing certain services. Expenses incurred for these
services are as follows:
1999 1998 1997
Accounting fees $ 2,600 2,100 2,100
Property management fee 3,000 3,000 3,000
Real estate sales commission - - 88,000
Accounts receivable
from affiliate 2,100 5,000 -
(3) Restricted Cash
At December 31, 1999 and 1998, the Partnership had restricted cash
balances of $143,642 and $140,769, respectively, to be used to fund
property improvements consisting of road and utility work. In
1998, the Partnership received excess escrowed development funds
from the escrow agent. The development payable related to these
escrowed funds, also overestimated, was reduced by the excess cash
received. Cost of land sold and land improvements, also effected
by this development, was reduced. This restricted cash securs a
letter of credit in the same amount to ensure that the required
developments are made.
M-10
RAINES ROAD, L.P.
(A Limited Partnership)
Notes to Financial Statements
(4) Land and Improvements Held for Investment
The components of land and improvements held for investment at
December 31, 1998 and 1998 are as follows:
Land and carrying costs $ 3,947,078
Land improvements 1,652,850
$ 5,599,928
Aggregate cost of land and improvements held for investment for
federal income tax purposes was $7,392,325 at December 31, 1999 and
1998.
(5) Note Payable - Affiliate
The note payable to affiliate represents a $4,700,000 note payable
to Raines Lenders, L.P. (Lender), an affiliate sharing the same
General Partner. The note accrues simple interest at an annual
rate of 12% plus additional interest equal to 50% of "net
revenues", as defined in the Participating Loan Agreement. The
note is secured by a mortgage on land and improvements held for
investment by the Partnership and by a security interest in any
cash reserves or investment securities held by the Partnership.
Interest and principal payments become due upon the sale of the
collateral or any portion thereof to the extent cash is available,
but no later than December 31, 2001. In 1999 and 1998, there were
no land sales and the Partnership paid $-0- and $11,300
respectively in interest payments to the Lender. In 1997, the
Partnership sold 26.6 acres of land, recognizing a gain of
$628,719 and paid $734,500 in interest payments to the Lender.
Due to anticipated future requirements for additional development
and operations, the Partnership retained certain proceeds from
sales and has not paid the additional amounts of interest and/or
applicable principal balance to the Lender. The Partnership's and
Lender's joint general partner believes that retaining sales
proceeds for development and distributing only net available cash
to the Lender was contemplated by the note agreement. However, the
note agreement does not
M-11
RAINES ROAD, L.P.
(A Limited Partnership)
Notes to Financial Statements
(5) Note Payable - Affiliate(continued)
explicitly authorize this use of funds; therefore, this treatment
could constitute a default on the note agreement. In such an event,
Lender is required to foreclose the note and accelerate the amounts
due. To date, the Lender has not foreclosed or accelerated the
amounts due under the note agreement. Of the $4,700,000 total
principal balance outstanding, the applicable principal balance due
to Lender is $1,677,707 at December 31, 1999 and 1998.
Interest expense associated with the note payable to affiliate in
1999, 1998, and 1997 was $564,000.
M-12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
RAINES LENDERS, L.P.
By: 222 Raines, Ltd.
General Partner
DATE: March 31, 2000 By: /s/ Steven D. Ezell
General Partner
DATE: March 31, 2000 By: /s/ Michael A. Hartley
General Partner
By: 222 Partners, Inc.
General Partner
DATE: March 31, 2000 By: /s/ Michael A. Hartley
Secretary/Treasurer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
RAINES LENDERS, L.P.
By: 222 Raines, Ltd.
General Partner
DATE: March 31, 2000 By: /s/ Steven D. Ezell
General Partner
DATE: March 31, 2000 By: /s/ Michael A. Hartley
General Partner
By: 222 Partners, Inc.
General Partner
DATE: March 31, 2000 By: /s/ Michael A. Hartley
Secretary/Treasurer
Supplement Information to be Furnished with Reports filed
Pursuant to Section 15(d) of the Act by Registrant Which Have Not
Registered Securities Pursuant to Section 12 of the Act:
No annual report or proxy material has been sent to security
holders.
Exhibits filed to Item 14(a)(3):
RAINES LENDERS, L.P.
(A Delaware Limited Partnership)
Exhibit Index
Exhibit
3 Amended and Restated Certificate and Agreement of Limited
Partnership, incorporated by reference to Exhibit A to
the Prospectus of Registrant dated April 3, 1989 filed
pursuant to Rule 424(b) of the Securities and Exchange
Commission.
10A Participating Loan Agreement by and among Raines Road,
L.P., incorporated by reference to Exhibit 10.1 to
registrant's Form S-18 Registration Statement as filed on
January 4, 1989.
10B Deed of Trust, Assignment of Leases and Security
Agreement by and among Raines Road, L.P. and the
Registrant, incorporated by reference to Exhibit 10.2 of
the Registrant's Form S-18 Registration Statement as
filed on January 4, 1989.
10C Participating Mortgage Note of Raines Road, L.P. to
Raines Lenders, L.P., incorporated by reference to
Exhibit 10.3 to Registrant's Form S-18 Registration
Statement as filed on January 4, 1989.
22 Subsidiaries-Registrant has no subsidiaries.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000845399
<NAME> RAINES LENDERS, LTD.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 254
<SECURITIES> 0
<RECEIVABLES> 4,700,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,675,825
<CURRENT-LIABILITIES> 27,100
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,648,725
<TOTAL-LIABILITY-AND-EQUITY> 5,675,825
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 39,996
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (39,996)
<INCOME-TAX> 0
<INCOME-CONTINUING> (39,996)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (39,996)
<EPS-BASIC> (7.11)
<EPS-DILUTED> (7.11)
</TABLE>
