<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, 1998
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 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 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.
Prior to April 6, 1998, the Registrant's primary business was
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. On April 6, 1998, the Registrant sold the remaining land
held. The General Partners are currently wrapping up the
Partnership and expect this process to be complete in early 1999.
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 purchased for investment approximately 71
acres of land in the Cool Springs Development, a 1,150 acre mixed-
use project in Williamson County, Tennessee. As of December 31,
1998, the Registrant had sold all land originally purchased and
does not intend to purchase any more land.
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, 1998, the Registrant did not own any
land.
Item 3. Legal Proceedings
In February 1997, a suit was filed against the
Partnership in the Chancery Court for Williamson County Tennessee,
Case No. 24528, C.M. Patel v. Cool Springs, L.P. The plaintiff
alleges that the Partnership breached a contract to sell a parcel
of land to the plaintiff. The Partnership has denied that it was
obligated to sell the parcel to the plaintiff and will vigorously
defend the lawsuit. The plaintiff amended the Complaint in
February 1998 to add JDN Development Company, Inc.("JDN") as a
defendant. The plaintiff has requested specific performance, to
set aside the conveyance of certain real property, including the
parcel at issue, from the Partnership to JDN and, in the
alternative, monetary damages.
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 of February 28, 1999, there were 540 holders of
record of the 6,349 Units of Limited Partnership Interests.
The Registrant distributed $539,665, $6,729,940, and $476,175
or $85, $1,060, and $75 per unit, to the partners during 1998,
1997, and 1996 respectively. 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.
On April 6, 1998, the Registrant sold the remaining land held.
The General Partners are currently wrapping up the Partnership and
expect this to make a final liquidating distribution in early 1999
and terminate the Partnership.
Item 6. Selected Financial Data
For the Year Ended
December 31,
1998 1997 1996 1995 1994
Total Revenues $ 166,139 1,951,452 238,381 3,185 880
Net income (loss) $ 97,034 1,639,779 197,630 (90,351) (69,044)
Net income (loss) per limited
partner unit $ 10.07 220.45 27.12 (10.74) (8.21)
Distributions per
limited partner
unit $ 85 1,060 75 - -
Total Assets $ 287,849 1,034,394 7,440,602 7,311,981 7,246,913
Note Payable - - - - 250,000
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
In 1998, the Registrant sold the remaining land, one acre, for $385,000.
During 1997, the Registrant sold 57 acres for $10.8 million. From these
proceeds, $7.6 million was distributed to the partners, $1.7 million was
spent on development related to the sales, and a $500,000 payment was made on
the development payable.
During 1996, the Registrant sold 6.1 acres for $1.8 million. 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.
Overall operations of the Registrant have not changed significantly in
1998, except for the land sale activity previously discussed, and the
following. Other income in 1998 is due to a refund of an escrow deposit from
a prior year land sale. The fluctuations in property taxes are due to
estimated expenses for rollback taxes escrowed when portions of the property
are sold. Most of the land sold in 1998 and 1997 had been taxed at a lower
agricultural rate while the Registrant held the land undeveloped. The
Registrant was allowed to keep this agricultural tax rate, even though the
land was included in the Cool Springs Corporate and Retail Center in return
for paying rollback taxes upon the sale and development of the property. The
city and county assess rollback taxes on the date of sale and the tax is
equal to approximately three years taxes at a commercial rate. The credit in
1998 is due to the overaccrual of taxes in 1997.
The 1998 increase in legal and accounting expense is due to additional
legal expenses incurred regarding the lawsuit described in Item 3 above and
in the general process of wrapping up the partnership.
Financial Condition and Liquidity
As of February 28, 1999, the Registrant had cash balances of
$111,057. During 1999, the Registrant will satisfy all payables, distribute
the remaining cash, and dissolve the partnership. The current cash balance
is sufficient to maintain the partnership until the partnership can be
dissolved.
Year 2000
In 1998, 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 is addressing
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 has divided the Plan into five major phases-assessment, planning,
conversion, implementation and testing. After completing the assessment and
planning phases earlier year, the Partnership is currently in the conversion,
implementation, and testing phases. Systems which have been determined not
to be Year 2000 compliant are being either replaced or reprogrammed, and
thereafter tested for Year 2000 compliance. The Plan anticipates that by
mid-1999 the conversion, implementation and testing phases will be completed.
Management believes that the total remediation costs for the Plan will not be
material to the operations or liquidity of the Partnership.
The Partnership is in the process of identifying and contacting critical
suppliers and other vendors whose computerized systems interface with the
Partnership's systems, regarding their plans and progress in addressing their
Year 2000 issues. The Partnership has received varying information from such
third parties on the state of compliance or expected compliance. Contingency
plans are being developed in the event that any critical supplier or customer
is not compliant.
The failure to correct a material Year 2000 problem could result in an
interruption in, or failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the
Partnership's operations, liquidity and financial condition. Due to the
general uncertainty inherent in the Year 2000 problem, resulting in part from
the uncertainty of the Year 2000 readiness of third-party suppliers and
customers, the Partnership is unable to determine at this time whether the
consequences of Year 2000 failures will have a material impact on the
Partnership's operations, liquidity or financial condition.<PAGE>
Item 8. Financial Statements and Supplementary Data
COOL SPRINGS, L.P.
(A Limited Partnership)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1998, 1997, AND 1996
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 of Financial Statements F-6
<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, 1998 and 1997, and the related
statements of operations, partners' equity, and cash flows for each of the
years in the three-year period ended December 31, 1998. 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, 1998 and 1997, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.
KPMG LLP
Nashville, Tennessee
January 22, 1999
F-1
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Balance Sheets
December 31, 1998 and 1997
Assets 1998 1997
Cash $ 45,187 208,395
Restricted cash (note 2) 242,662 425,999
Land and improvements
held for investment (note 3) - 400,000
Total assets $ 287,849 1,034,394
Liabilities and Partners' Equity
Liabilities:
Accounts payable
and Accrued Expenses $ 63,123 97,634
Development payable - 200,000
Total liabilities 63,123 297,634
Partners' equity:
Limited partners (6,349 units
outstanding) 224,726 700,468
Special limited partners - 36,292
General partner - -
Total partners' equity 224,726 736,760
Commitments and contingencies (note 8)
Total liabilities and
partners' equity $ 287,849 1,034,394
See accompanying notes to financial statements.
F-2
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Statements of Operations
Years ended December 31, 1998, 1997 and 1996
1998 1997 1996
Revenues:
Land Sales:
Gross Proceeds $ 385,000 10,883,493 1,805,000
Cost of land and
improvements sold (408,251) (8,085,428)(1,407,343)
Closing Costs (note 4) (37,085) (849,975) (163,548)
Gain (loss) on land sales (60,336) 1,948,090 234,109
Interest 24,106 3,362 4,272
Other (Note 7) 202,369 - -
Total revenues 166,139 1,951,452 238,381
Expenses:
Grounds maintenance 3,257 4,180 2,393
Property taxes (26,573) 271,004 746
Legal and accounting
(note 4) 75,234 22,253 16,647
General and administrative
(note 4) 17,187 14,236 14,973
Amortization - - 1,007
Interest - - 4,985
Total expenses 69,105 311,673 40,751
Net Income $ 97,034 1,639,779 197,630
Net income allocated to:
General partner $ 5,451 67,978 4,710
Special limited partner $ 27,660 172,177 20,751
Limited partners $ 63,923 1,399,624 172,169
Net income per limited
partner unit $ 10.07 220.45 27.12
Weighted average units
outstanding 6,349 6,349 6,349
See accompanying notes to financial statements.
F-3
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 1998, 1997 and 1996
Limited Special
partners limited General Total
units amounts partners partner
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) - -
Distributions
to partners
(note 6) - (476,175) (56,428)(4,810) (537,413)
Balance at
December 31, 1996 6,349 6,030,784 661,636 - 6,692,420
Net earnings - 1,399,624 172,177 67,978 1,639,779
Distributions
to partners(note 6) - (6,729,940)(797,521)(67,978)(7,595,439)
Balance at
December 31, 1997 6,349 700,468 36,292 - 736,760
Distributions
to partners (note 6) - (539,665) (63,952) (5,451) (609,068)
Net income - 63,923 27,660 5,451 97,034
Balance at
December 31, 1998 6,349 224,726 - - 224,726
See accompanying notes to financial statements.
F-4
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1998, 1997 and 1996
<TABLE> 1998 1997 1996
<C> <C> <C>
Cash flows from operating activities:
Net income $ 97,034 1,639,779 197,630
Adjustments to reconcile net income
to net cash provided by operating activities:
Amortization - - 1,007
Decrease (increase) in restricted
cash 183,337 207,193 (633,192)
Cost of land and improvements sold 408,251 8,085,428 1,407,343
Cost of land improvements (8,251) (1,735,184) (941,248)
Increase (decrease) in accounts
payable and accrued expenses (34,511) 97,634 (12,603)
(Decrease) increase in accrued
interest payable - (8,034) 8,034
(Decrease) increase in development
payable (200,000) (539,041) 739,041
Decrease in payable to related party - (9,141) -
Net cash provided by
operating activities 445,860 7,746,668 749,944
Cash flows from financing activities:
Principal payments on Note
payable - - (250,000)
Distributions to partners (609,068) (7,595,439) (537,413)
Net cash used by
financing activities (609,068) (7,595,439) (787,413)
Net increase (decrease) in cash (163,208) 151,229 (37,469)
Cash at beginning of year 208,395 57,166 94,635
Cash at end of year $ 45,187 208,395 57,166
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ - - 13,019
</TABLE>
See accompanying notes to financial statements.
F-5<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1998 and 1997
(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.
See note 9.
(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 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 is recorded at cost
and included two tracts of undeveloped land representing
approximately 1 acre at December 31, 1997. Land costs include
amounts to acquire and hold land, including interest and
property taxes during the development period. During 1998,
the remaining land was sold. The tax basis of the land and
improvements held for
F-6<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(d) Land and Improvements Held for Investment(continued)
investment is $0 and $402,283 at December 31, 1998 and
1997, 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" in 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. 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
F-7<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(f) Income Recognition(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 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 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.
F-8
<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(h) Partnership Allocations(continued)
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 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 to the special
limited partner in proportion to the special limited
partner interest, then 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. Cumulative unpaid preferred returns are
$72,261 and $36,274 at December 31, 1998 and 1997,
respectively.
(i) Comprehensive Income
Effective January 1, 1998, the Partnership adopted Statement
of Financial Accounting Standards (SFAS) No. 130 Reporting
Comprehensive Income. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its
components in a full set of general-purpose financial
statements and requires that all components of comprehensive
income be reported in a financial statement that is displayed
with the same prominence as other financial statements.
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,
1998 and 1997, the Partnership had no components of other
comprehensive income. Accordingly, comprehensive income for
each of the years was the same as net income.
F-9<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(j) Reclassifications
Certain reclassifications have been made to conform to the
current year presentation.
(2) Restricted Cash
At December 31, 1998 and 1997, the Partnership has
restricted cash balances of $242,662 and $425,999,
respectively, to be used to fund property improvements,
consisting of road and utility work. The Partnership has
requested the amounts at December 31, 1998, to be refunded
to them since all improvements have been completed.
(3) Land and Improvements Held for Investment
The components of land and improvements held for investment at
December 31 are as follows:
1998 1997
Land and carrying costs $ - 271,427
Land improvements - 128,573
$ - 400,000
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.
F-10<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(3) Land and Improvements Held for Investment(continued)
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.
(4) Related Party Transactions
Through December 31, 1998, 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:
1998 1997 1996
Real Estate commissions $ 16,400 443,315 -
Accounting, tax and management
consulting fees 3,200 2,600 2,800
Partnership administration
reimbursement 12,000 12,000 12,000
Engineering fees - 1,000 -
(5) Fair Value of Financial Instruments
At December 31, 1998 and 1997, the Partnership had financial
instruments including cash, restricted cash, accounts payable,
and accrued expenses. The carrying amounts of the financial
instruments approximate their fair value because of the short
maturity of those financial instruments.
F-11<PAGE>
COOL SPRINGS, L.P.
(A Limited Partnership)
Notes to Financial Statements
(6) Distributions
For the years ended December 31, 1998 and 1997, the
Partnership made distributions to the limited partners of
$539,665, $6,729,940 and $476,175 ($85 per unit, $1,060 per
unit, and $75 per unit), respectively.
(7) Other Revenue
Other revenue in 1998 consists primarily of a refund of an
escrow deposit from a prior year land sale.
(8) Contingency
In February 1997 a suit was filed against the
Partnership alleging that the Partnership breached a
contract to sell a parcel of land to the plaintiff. The
suit requests specific performance, to set aside the
conveyance of certain real property, including the parcel
of land at issue, and in the alternative, monetary
damages. The Partnership believes the suit is without
merit and intends to vigorously defend it. The suit when
finally concluded, in the opinion of management of the
Partnership, based on information it presently possesses,
will not have a material adverse effect on the
Partnership's financial position.
(9) Liquidation of Partnership
During 1999, the Partnership plans to satisfy all payables,
distribute the remaining cash, and dissolve the Partnership.
The current cash balance is believed to be sufficient to
maintain the operations until the Partnership is dissolved.
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
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 46, 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 39, 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 68, 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 1998, 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, 1999 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,
1998, earned or received compensation services from the Registrant
in excess of $60,000 . For a listing of miscellaneous transactions
with affiliates which were less than $60,000 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
None
(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
1998.
<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 31, 1999 By: /s/ Steven D. Ezell
General Partner
DATE: March 31, 1999 By: /s/ Michael A. Hartley
General Partner
By: 222 Partners, Inc.
General Partner
DATE: March 31, 1999 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 31, 1999 By: /s/ Steven D. Ezell
General Partner
DATE: March 31, 1999 By: /s/ Michael A. Hartley
General Partner
By: 222 Partners, Inc.
General Partner
DATE: March 27, 1999 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
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