<PAGE>
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, 1996
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
0-19233
COOL SPRINGS, L.P.
(Exact name of Registrant as specified in its charter)
Tennessee 62-1424812
(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 $6,349,000 as of January 31, 1997.
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 May 21, 1990, as filed pursuant to
Rule 424(b) of the Securities and Exchange Commission.
<PAGE>
PART 1
Item 1. Business
Cool Springs, L.P. ("Registrant"), is a Tennessee limited
partnership organized on September 20, 1989, pursuant to the
provisions of the Tennessee Uniform Limited Partnership Act,
Chapter 2, Title 61, Tennessee Code Annotated, as amended. The
general partner of the Registrant is 222 C.S., L.P., a Tennessee
limited partnership. Steven D. Ezell, Michael A. Hartley, and 222
Partners, Inc. are the general partners of 222 C.S., L.P.
Registrant's primary business is to acquire, develop, and
dispose of certain undeveloped real properties located in Franklin,
Williamson County, Tennessee; (the "Property"). Registrant's
investment objectives are preservation of capital, appreciation
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, investment in land, is within one
industry segment and geographical area. Therefore, financial data
relating to the geographical area and the industry segment is
included in Item 6 - Selected Financial Data.
Narrative Description of Business
The Registrant is holding for investment approximately 58
acres of land in the Cool Springs Development, a 1,150 acre mixed-
use project in Williamson County, Tennessee. The Property consists
of two parcels of land situated along I-65 near the Galleria Mall
(the Mall). The larger parcel of 50.59 acres is situated at the
southwest corner of the intersection of Interstate 65 and Cool
Springs Boulevard, bordered by Mallory Lane on the west and Jordan
Road to the south. The smaller parcel, consisting of 7.29 acres,
borders Mallory Lane between the Mall and Cool Springs Boulevard.
Both parcels are zoned for interchange commercial allowing for a
wide variety of commercial uses. In 1992, the general partner
dedicated to the city of Franklin approximately six acres for the
Mallory Lane extension and for required rights of way as described
in the Prospectus.
Both parcels were purchased for a total of $6,873,000 in 1990.
The Registrant paid $5,120,385 in cash and granted the Seller of
the Property, a 25.5% special limited partnership interest. In
1991 the Registrant redeemed 1% of this interest, reducing the
special limited partner interest to 24.5%. The Purchase Agreement
required the Seller to develop Mallory Lane south of Cool Springs
Boulevard and bring utilities to the Property boundaries. This
infrastructure was to be 100% complete by December 31, 1995. In
December, 1995, the seller notified the general partner that they
were not capable of completing the required development and
forfeited 14% of their special limited partnership interest in the
Registrant.
The general area surrounding the Registrant's property is in
various stages of development and is being developed for retail,
office, and mixed commercial uses similar to those considered
suitable for the Property. CSREA, the special limited partner of
the Registrant, owns much of the undeveloped land in the immediate
vicinity of the Property and therefore may have objectives similar
to those of the Registrant. As a result, the Registrant is likely
to be in competition for potential buyers of the Property with this
affiliate. The general partner believes that potential purchasers
will survey all available property in making their decision, and
their choice of location is generally made without regard to the
ownership of the land.
There are several unaffiliated competitive retail sites at the
I-65 and Moore's Lane intersection, one mile north of the Cool
Springs Boulevard intersection. However, the general partner feels
that the market can ultimately absorb all of these sites at
reasonable prices.
The Registrant has no employees. Property management services
are being provided under a contractual agreement with Landmark
Realty Services Corporation, an affiliate of the general partner.
Item 2. Properties
As of December 31, 1996, Registrant owned approximately 58
acres of undeveloped land in Franklin, Tennessee. See Item 1 for
a more detailed description.
Item 3. Legal Proceedings
Registrant is not a party to, nor is any of Registrant's
property the subject of, 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 Registrant's 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 May 21, 1990 of 7,500 Units
of Limited Partnership Interest. Due to uncertainties regarding
Cool Springs Venture, the former owner and developer of the Cool
Springs project, the general partner terminated the offering in
September 1990. As February 28, 1997, there were 531 holders of
record of the 6,349 Units of Limited Partnership Interests.
The Registrant distributed $537,413 to the partners during
1996. There were no distributions made to Unit Holders during
1995. There are no material restrictions upon 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,
1996 1995 1994 1993 1992
Total Revenues $ 238,381 3,185 880 383 2,301
Net earnings (loss) 197,630 (90,351) (69,044) (55,704) (56,559)
Net earnings (loss)
per limited
partner unit $ 27.12 (10.74) (8.21) (6.62) (6.73)
Distributions per
limited partner
unit 75 - - - -
Total Assets $7,440,602 7,311,981 7,246,913 7,230,373 7,274,346
Note Payable - 250,000 - - -
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
During 1996, the Registrant sold 1.7 acres for $855,000 in the
third quarter and 4.4 acres for $950,000 in the first quarter. From
these proceeds, $537,413 was distributed to the partners, $617,637 was
escrowed for development related to the sales, the $250,000 note payable
was retired in full and the remainder was retained to meet operating
expenses. There were no sales of property in 1995. The escrowed sale
proceeds are included in restricted cash on the balance sheet. See Note
(2) in Notes to the Financial Statements for more information.
Overall operations of the Registrant have not changed
significantly. The decline in interest and amortization expense from
1995 to 1996 is due to the retirement of the Note Payable in the first
quarter of 1996. Interest expense increased from 1994 to 1995 due to an
increase in interest rate and principal on the note payable. The
Registrant borrowed an additional $150,000 in June of 1995. The 1995
program maintenance costs are higher because the Registrant incurred
additional costs preparing for the sale in March of 1996. The 1996
property taxes are significantly lower due to a significant reduction in
the assessed value of the land.
Financial Condition and Liquidity
During 1995, the Registrant borrowed an additional $150,000 on the
$280,000 line of credit secured in 1994. From the sale proceeds in
March, 1996, the general partner retired this loan and retained
sufficient cash balances to fund operating needs for 1996. In March of
1997, the Registrant sold 30 acres for gross proceeds of $6,095,173.50.
From this sale, $3,726,065 was distributed to the partners and $1.443
million was escrowed for development. The remaining proceeds were
retained to meet operating expenses.
The Partnership adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets to Be Disposed Of" on January 1, 1996. This Statement
requires that 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. Impairment is recognized through
the establishment of an allowance for impairment with a corresponding
charge to operations. Based upon management's analysis of discounted
future net cash flows, the Partnership's land and improvements held for
investment does not meet the definitions of impairment under SFAS No.
121. Accordingly, land held for investment is recorded at cost with no
allowance for impairment necessary. The adoption of SFAS No. 121 did
not have an impact on the Partnership's financial position, results of
operations, or liquidity.
<PAGE>
Item 8. Financial Statements and Supplementary Data
COOL SPRINGS, L.P.
(A Limited Partnership)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1996, 1995, AND 1994
INDEX
Page
Number
Independent Auditors' Report 9
Financial Statements
Balance Sheets 10
Statements of Operations 11
Statements of Partners' Equity 12
Statements of Cash Flows 13
Notes of Financial Statements 14
<PAGE>
Independent Auditors' Report
The Partners
Cool Springs, L.P.:
We have audited the accompanying balance sheets of Cool Springs, L.P. (a
limited partnership) as of December 31, 1996 and 1995, and the related
statements of operations, partners' equity, and cash flows for each of
the years in the three-year period ended December 31, 1996. These
financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Cool
Springs, L.P. at December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the years in the three-year
period ended December 31, 1996, in conformity with generally accepted
accounting principles.
As discussed in Note 1, the Partnership adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of" on January 1, 1996.
KPMG Peat Marwick LLP
Nashville, Tennessee
January 20, 1997, except as to footnote 7 which is as of March 7, 1997
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Balance Sheets
December 31, 1996 and 1995
Assets 1996 1995
Cash and cash equivalents $ 57,166 94,635
Restricted cash (note 2) 633,192 -
Land and improvements
held for investment (note 3) 6,750,244 7,216,339
Loan cost, less accumulated amortization of
$5,037 in 1995 - 1,007
Total assets $ 7,440,602 7,311,981
Liabilities and Partners' Equity
Liabilities:
Accounts payable $ - 221
Accrued interest - 8,034
Accrued property taxes - 12,382
Payable to related party (note 4) 9,141 9,141
Development payable 739,041 -
Note payable (note 5) - 250,000
Total liabilities 748,182 279,778
Partners' equity:
Limited partners (6,349 units
outstanding) 6,030,784 5,405,039
Special limited partners 661,636 1,627,064
General partner - 100
Total partners' equity 6,692,420 7,032,203
Commitments and contingencies (notes 2, 3, and 4)
Total liabilities and
partners' equity $ 7,440,602 7,311,981
See accompanying notes to financial statements.
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Statements of Operations
Years ended December 31, 1996, 1995 and 1994
1996 1995 1994
Revenue:
Sales of land and
improvements $ 1,805,000 - -
Cost of land sold (1,407,343) - -
Selling expenses (note 4) (163,548) - -
Gain on sale of land
and improvements 234,109 - -
Interest revenue 4,272 3,185 880
------- ------- -------
Total revenue 238,381 3,185 880
Expenses:
Program maintenance costs 2,393 16,060 4,584
Property taxes 746 12,200 15,511
Legal and accounting
fees (note 4) 16,647 14,323 14,992
General and administrative
(note 4) 14,973 15,746 14,797
Amortization 1,007 9,169 12,171
Interest 4,985 26,038 7,869
Total expenses 40,751 93,536 69,924
Net earnings (loss) $ 197,630 (90,351) (69,044)
Net earnings (loss) allocated to:
General partner $ 4,710 - -
Special limited partner $ 20,751 (22,136) (16,915)
Limited partners $ 172,169 (68,215) (52,129)
Net earnings (loss)
per limited partner unit $27.12 (10.74) (8.21)
Weighted average units
outstanding 6,349 6,349 6,349
See accompanying notes to financial statements.
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 1996, 1995 and 1994
Limited Special
partners limited General Total
units amounts partners partner
Balance at
December 31, 1993 6,349 $ 5,525,383 1,666,115 100 7,191,598
Net loss - (52,129) (16,915) - (69,044)
_______ _______ _______ _______ _______
Balance at
December 31, 1994 6,349 5,473,254 1,649,200 100 7,122,554
Net loss - (68,215) (22,136) - (90,351)
_______ _______ _______ _______ _______
Balance at
December 31, 1995 6,349 5,405,039 1,627,064 100 7,032,203
Net earnings - 172,169 20,751 4,710 197,630
Transfer of partnership
interest (note 3) - 929,751 (929,751) - -
Distribution - (476,175) (56,428) (4,810) (537,413)
_______ _______ _______ _______ _______
Balance at
December 31, 1996 6,349 $ 6,030,784 661,636 - 6,692,420
See accompanying notes to financial statements.
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1996, 1995 and 1994
1996 1995 1994
Cash flows from operating activities:
Net earnings (loss) $ 197,630 (90,351) (69,044)
Adjustments to reconcile
net earnings (loss)
to net cash provided by
(used in) operating activities:
Amortization 1,007 9,169 12,171
Cost of land and improvements
sold 1,407,343 - -
Increase in restricted
cash (653,192) - -
Cost of land improvements (941,248) (2,289) -
Decrease (increase)
in prepaid interest - 551 (551)
(Decrease) increase
in accounts payable (221) (2,149) 349
(Decrease) increase in
accrued interest payable (8,034) 8,034 -
Decrease in accrued
property taxes (12,382) (466) (10,664)
Increase in develop-
ment payable 739,041 - -
Decrease in payable
to related party - - (4,101)
Net cash provided by (used in)
operating activities 749,944 (77,501) (71,840)
Cash flows from financing activities -
note payable proceeds, net of
loan closing costs of $6,044
in 1994 - 150,000 93,956
Principal payments
on note payable (250,000) - -
Distributions (537,413) - -
Net cash (used) provided by
financing activities (787,413) 150,000 93,956
Net (decrease) increase in cash
and cash equivalents (37,469) 72,499 22,116
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1996, 1995 and 1994
1996 1995 1994
Cash and cash equivalents at
beginning of year 94,635 22,136 20
Cash and cash equivalents at
end of year $ 57,166 94,635 22,136
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 13,019 17,453 8,420
See accompanying notes to financial statements.
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1996 and 1995
(1) Summary of Significant Accounting Policies
(a) Organization
Cool Springs, L.P. (the Partnership), a Tennessee Limited
Partnership, was organized on September 20, 1989, to acquire
undeveloped land located in Franklin, Tennessee. The general
partner is 222 C.S., L.P. The general partners of 222 C.S., L.P.
are 222 Partners, Inc., Steven D. Ezell and Michael A. Hartley.
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.
(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 held for investment in accordance with the
provisions of Statement of Financial Accounting Standards No. 121.
Actual results could differ from estimates.
(c) Cash and Cash Equivalents
The Partnership considers all short term investments with original
maturities of three months or less at the date of purchase to be
cash equivalents.
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 is recorded at cost and
includes two tracts of undeveloped land representing approximately
58 and 65 acres at December 31, 1996 and 1995, respectively.
During 1992, approximately six acres of land was dedicated for
required rights-of-way. Land costs include amounts to acquire and
hold land, including interest and property taxes during the
development period. The tax basis of the land and improvements
held for
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1996 and 1995
(1) Summary of Significant Accounting Policies (continued)
investment is $6,562,566 and $7,216,339 at December 31, 1996 and
1995, respectively. The Partnership adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of" on January 1, 1996. SFAS No. 121
requires that 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 the definitions of
impairment under SFAS No. 121. Accordingly, land held for
investment is recorded at cost with no allowance for impairment
necessary. The adoption of SFAS No. 121 did not have an impact on
the Partnership's financial position, results of operations, or
liquidity.
(e) Loan Costs
Loan costs were amortized by the straight-line method over the two
year term of the note payable.
(f) 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
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1996 and 1995
(1) Summary of Significant Accounting Policies (continued)
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.
(g) Income Taxes
No provision has or will be 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 share of taxable income or
losses, deductions, and other tax information. The only difference
between the tax basis and reported amounts of the Partnership's
assets and liabilities relates to the valuation of land and
improvements held for investment. For income tax purposes certain
costs were capitalized as additional land improvement costs.
(h) Partnership Allocations
Net profits, losses, and distributions of cash flow of the
Partnership are allocated to the partners in accordance with the
Partnership agreement as follows:
Partnership profits are allocated first to the special limited
partner in proportion to the special limited partner interest. Any
profits not allocated to the special limited partner are allocated
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) and unpaid preferred returns. 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
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1996 and 1995
(1) Summary of Significant Accounting Policies (continued)
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 25 to 75.
Thereafter, profits are generally allocated 25% to the general
partner and 75% to the limited partners. Net losses not allocated
to the special limited partner are allocated to the limited
partners and general 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 75% to the limited partners and 25%
to the general partner.
(i) Reclassifications
Certain reclassifications have been made to conform to the current
year presentation.
(2) Restricted Cash
At December 31, 1996, the Partnership has restricted cash balances
of $633,192 to be used to fund property improvements, consisting of
road and utility work.
(3) Land and Improvements Held for Investment
The components of land and improvements held for investment at
December 31 are as follows:
1996 1995
Land and carrying costs $ 6,318,315 7,214,050
Land improvements 431,929 2,289
$ 6,750,244 7,216,339
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1996 and 1995
(3) Land and Improvements Held for Investment
During 1990 the Partnership acquired approximately 71 acres of land
from Cool Springs Venture (CSV), an affiliate of the general
partner. The purchase price was $6,873,000, which was the Seller's
allocated cost of the land and related improvements. If the
Partnership were successful in selling 7,500 limited partnership
units, $6,185,700 of the purchase price was to be paid in cash and
the remaining $687,300 was to be paid by allocating CSV a 10%
special limited partnership interest in the Partnership. If the
Partnership sold less than 7,500 limited partnership units, the
cash portion of the purchase price was to be reduced, and the
special limited partnership interest increased.
The Partnership sold a total of 6,349 limited partnership units.
The offering was suspended on September 28, 1990, and there is no
intention of reopening the offering at this time. In accordance
with the land purchase agreement, the Partnership bid $5,120,385 in
cash and granted CSV a 25.5% special limited partnership interest.
During 1991, CSV was unable to fund certain specified development
activities. The Partnership funded $40,719 of these improvements
which has been recorded as a redemption of a portion of CSV's
special limited partnership interest. In return for this funding,
the Partnership was assigned an additional 1% interest from CSV,
reducing CSV's special limited partnership interest from 25.5% to
24.5% at December 31, 1991. CSV did not complete certain other
specified development activities by December 31, 1992.
During 1993, CSV was succeeded by Cool Springs Real Estate
Associates (CSREA), which assumed all responsibilities of CSV
relating to infrastructure development as well as the 24.5% special
partnership interest in Cool Springs, L.P. The Partnership
extended the deadline for development responsibilities from
December 31, 1992 to December 31, 1995. CSREA did not complete the
specified development activities by December 31, 1995. As a
result, CSREA forfeited an additional 14% of its special limited
partnership interest.
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(4) Related Party Transactions
Through December 31, 1996, 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 incurring for these services are as
follows:
1996 1995 1994
Accounting, tax and management
consulting fee $ 2,800 2,000 2,000
Partnership administration
reimbursement 12,000 12,000 12,000
The payable to a related party, totaling $9,141 at December 31,
1996 and 1995, represents amounts due to affiliates for partnership
administration fees and property taxes paid on behalf of Cool
Springs, L.P. This amount is non interest-bearing and payable on
demand.
(5) Note Payable
The note payable represents amounts under a $280,000 line of credit
from a private lending source. The note accrued simple interest at
an annual rate of 4% over the prime rate charge by a local bank
(12.75% at December 31, 1995). The note matured on April 28, 1996.
The note was retired in full during the first quarter of 1996.
(6) Fair Value of Financial Instruments
At December 31, 1996 and 1995, the Partnership had financial
instruments including cash and cash equivalents, restricted cash,
accounts payable, accrued liabilities, and a note payable. The
carrying amounts of the financial instruments approximate their
fair value because of the short maturity of those financial
instruments.
(7) Subsequent Event
On March 7, 1997, the Partnership sold 30 acres of land for gross
sale proceeds of approximately $6.1 million. From this sale $3.7
million was distributed to the partners and $1.443 million was
escrowed for development. The remaining proceeds were retained to
meet operating expenses.
<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
Registrant does not have any directors or officers. 222 C.S., L.P.
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 C.S., L.P. are as follows:
Steven D. Ezell
Steven D. Ezell, age 44, is a general partner of 222 C.S., L.P. 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 37, is a general partner of 222 C.S., L.P.
He 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.
Other directors of 222 Partners, Inc. are as follows:
W. Gerald Ezell
W. Gerald Ezell, age 66, 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 1996, 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, 1997 no person or "group" (as that term is used
in Section 13(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
No affiliated entities have, for the year ending December 31, 1996,
earned or received compensation services from the Registrant in excess
of $60,000.
For a listing of miscellaneous transactions with affiliates refer
to Note 4 of the Notes to Financial Statements in Item 8.
<PAGE>
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 following.
(3) Exhibits
3.1 Amended and Restated Certificate and Agreement of
Limited Partnership, incorporated by reference to
Exhibit A to the Prospectus of Registrant dated May
21, 1990 filed pursuant to Rule 424(b) of the
Securities and Exchange Commission.
22 Subsidiaries - Registrant has no subsidiaries.
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed the last quarter of 1996.
<PAGE>
Financial Statement Schedule Filed Pursuant to Item 14(a)(2):
COOL SPRINGS, L.P.
( A Tennessee Limited Partnership)
ADDITIONAL INFORMATION
FOR THE YEARS ENDED
DECEMBER 31, 1996
INDEX
Additional financial information furnished
pursuant to the requirement of Form 10-K:
Financial Statement Schedule -
Independent Auditors' Report 25
Schedule III - Real Estate and Accumulated
Depreciation 26
All other Schedules have been omitted because they are inapplicable, not
required or the information is included in the Financial Statements or
notes thereto.
<PAGE>
Independent Auditors' Report
The Partners
Cool Springs, L.P.:
Under date of January 20, 1997, except as to the footnote 7 which is as
of March 7, 1997, we reported on the balance sheets of Cool Springs,
L.P. as of December 31, 1996 and 1995, and the related statements of
operations, partners' equity, and cash flows for each of the years in
the three-year period ended December 31, 1996. 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 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
audits.
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 herein.
As discussed in Note 1, the Partnership adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of" on January 1, 1996.
KPMG PEAT MARWICK LLP
Nashville, Tennessee
January 20, 1997, except as to the footnote 7 which is as of March 7,
1997
<PAGE>
<TABLE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Schedule III
Real Estate and Accumulated Depreciation
<CAPTION>
Initial Cost to Cost capitalized Gross amount at
Partnership subsequent which carried
to acquisition at close of period
Description Encum- Land Building Improve- Carrying Land Building Total Accumu- Date ofDate
brances and improve- ments costs and improve- lated de- construc-
acquired ments ments preciation tion
<S>________ <C>____ <C>__ <C>_____ <C>_____ <C>_____ <C>_ <C>_____ <C>__ <C>____ <C>____<C>_
58 acres of land
in Williamson Co., TN - $7,208,000 - 729,133 - 6,318,315 431,929 6,750,244 - 6/96
*Life on which depreciation in latest income statement is computed is not applicable.
1996 1995 1994
(1) Balance at beginning
of period $ 7,216,339 7,214,050 7,214,050
Land improvements 941,248 2,289 -
Cost of land sold (1,407,343) - -
Balance at end of period 6,750,244 7,216,339 7,214,050
(2) Aggregate cost for Federal
income tax purposes $ 6,562,566 7,216,339 7,214,050
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
COOL SPRINGS, L.P.
By: 222 C.S., L.P.
General Partner
DATE: March 27, 1997 By: /s/ Steven D. Ezell
General Partner
DATE: March 27, 1997 By: /s/ Michael A. Hartley
General Partner
By: 222 Partners, Inc.
General Partner
DATE: March 27, 1997 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.
COOL SPRINGS, L.P.
By: 222 C.S., L.P.
General Partner
DATE: March 27, 1997 By: /s/ Steven D. Ezell
General Partner
DATE: March 27, 1997 By: /s/ Michael A. Hartley
General Partner
By: 222 Partners, Inc.
General Partner
DATE: March 27, 1997 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.
<PAGE>
Exhibits filed to Item 14(a)(3):
COOL SPRINGS, L.P.
(A Tennessee 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 May 21, 1990 filed pursuant to
Rule 424(b) of the Securities and Exchange Commission.
22 Subsidiaries - Registrant has no subsidiaries.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000856141
<NAME> COOL SPRINGS, L.P.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 57,166
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 6,750,244
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,440,602
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 6,692,420
<TOTAL-LIABILITY-AND-EQUITY> 7,246,198
<SALES> 1,805,000
<TOTAL-REVENUES> 197,630
<CGS> 1,407,343
<TOTAL-COSTS> 1,570,891
<OTHER-EXPENSES> 40,751
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,985
<INCOME-PRETAX> 197,630
<INCOME-TAX> 0
<INCOME-CONTINUING> 197,630
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 197,630
<EPS-PRIMARY> 27.12
<EPS-DILUTED> 27.12
</TABLE>
