UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-Q
---------------------------
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___to___
---------------------------
Commission File No. 33-31810
---------------------------
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
State of Organization: California
IRS Employer Identification No. 94-3102632
201 Mission Street, 27th Floor, San Francisco, California 94105
Telephone - (415) 284-7400
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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X_ No___
This document consists of 13 pages.
<PAGE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
FORM 10-Q - For the Quarterly Period Ended September 30, 1997
INDEX
Part I. Financial Information Page
Item 1. Financial Statements
a) Balance Sheets - September 30, 1997 and
December 31, 1996..........................................3
b) Statements of Operations - Three and Nine Months
Ended September 30, 1997 and 1996..........................4
c) Statements of Changes in Partners' Capital -
Year Ended December 31, 1996 and
Nine Months Ended September 30, 1997.......................5
d) Statements of Cash Flows - Nine Months
Ended September 30, 1997 and 1996..........................6
e) Notes to Financial Statements..............................7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..........9
Part II. Other Information
Item 1. Legal Proceedings.....................................12
Item 6. Exhibits and Reports on Form 8-K......................12
Signature ......................................................13
2
<PAGE>
Part 1. Financial Information
-----------------------------
Item 1. Financial Statements
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
BALANCE SHEETS
(Unaudited)
September 30, December 31,
1997 1996
---- ----
ASSETS:
CASH AND CASH EQUIVALENTS $1,015,120 $3,566,009
RENT RECEIVABLE -- 345,597
AIRCRAFT, net of accumulated depreciation
of $23,398,981 in 1996 -- 6,040,219
---------- ----------
$1,015,120 $9,951,825
========== ==========
LIABILITIES AND PARTNERS' CAPITAL:
PAYABLE TO AFFILIATES $ 39,882 $ 25,425
ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES 27,686 24,169
SECURITY DEPOSITS -- 75,000
---------- ----------
Total Liabilities 67,568 124,594
---------- ----------
PARTNERS' CAPITAL:
General Partner 5,656 5,656
Limited Partners, 69,418 units
issued and outstanding 941,896 9,821,575
---------- ----------
Total Partners' Capital 947,552 9,827,231
---------- ----------
$1,015,120 $9,951,825
========== ==========
The accompanying notes are an integral part of these statements.
3
<PAGE>
<TABLE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Rent from operating leases $ -- $434,643 $ 804,405 $1,303,929
Interest and other 34,228 53,509 136,805 145,872
Gain on sale of aircraft -- 18,811 642,181 162,754
--------- -------- ---------- ----------
Total Revenues 34,228 506,963 1,583,391 1,612,555
--------- -------- ---------- ----------
EXPENSES:
Depreciation and amortization -- 438,706 257,643 1,316,120
Administration and other 22,508 17,924 66,745 55,035
--------- -------- ---------- ----------
Total Expenses 22,508 456,630 324,388 1,371,155
--------- -------- ---------- ----------
NET INCOME $ 11,720 $ 50,333 $1,259,003 $ 241,400
========= ======== ========== ==========
NET INCOME ALLOCATED TO
THE GENERAL PARTNER $ 461,264 $ 22,835 $ 506,934 $ 68,505
========= ======== ========== ==========
NET INCOME (LOSS) ALLOCATED
TO LIMITED PARTNERS $(449,544) $ 27,498 $ 752,069 $ 172,895
========= ======== ========== ==========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ (6.48) $ 0.39 $ 10.83 $ 2.49
========= ======== ========== ==========
The accompanying notes are an integral part of these statements.
</TABLE>
4
<PAGE>
<TABLE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<CAPTION>
Year Ended December 31, 1996 and
Nine Months Ended September 30, 1997
------------------------------------
General Limited
Partner Partners Total
------- -------- -----
<S> <C> <C> <C>
Balance, December 31, 1995 $ 5,656 $ 19,653,112 $ 19,658,768
Net income (loss) 91,340 (8,096,088) (8,004,748)
Cash distributions to partners (91,340) (1,735,449) (1,826,789)
--------- ------------ ------------
Balance, December 31, 1996 5,656 9,821,575 9,827,231
Net income 506,934 752,069 1,259,003
Cash distributions to partners (506,934) (9,631,748) (10,138,682)
--------- ------------ ------------
Balance, September 30, 1997 $ 5,656 $ 941,896 $ 947,552
========= ============ ============
The accompanying notes are an integral part of these statements.
</TABLE>
5
<PAGE>
<TABLE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 1,259,003 $ 241,400
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 257,643 1,316,120
Gain on sale of aircraft (642,181) (162,754)
Changes in operating assets and liabilities,
net of effect of sale of aircraft:
Decrease in rent and interest receivable (12,143) 91,071
Increase (decrease) in payable to affiliates 14,457 (2,269)
Decrease in accounts payable
and accrued liabilities (40,183) (23,125)
Decrease in security deposits (75,000) (19,000)
------------ -----------
Net cash provided by operating activities 761,596 1,441,443
------------ -----------
INVESTING ACTIVITIES:
Proceeds from sale of aircraft 7,195,959 --
Payments to Purchaser related to sale of aircraft (369,762) --
Principal payments on finance sale of aircraft -- 162,754
------------ -----------
Net cash provided by investing activities 6,826,197 162,754
------------ -----------
FINANCING ACTIVITIES:
Cash distributions to partners (10,138,682) (1,370,092)
------------ -----------
Net cash used in financing activities (10,138,682) (1,370,092)
------------ -----------
CHANGES IN CASH AND CASH
EQUIVALENTS (2,550,889) 234,105
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 3,566,009 3,297,782
------------ -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 1,015,120 $ 3,531,887
============ ===========
The accompanying notes are an integral part of these statements.
</TABLE>
6
<PAGE>
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Principles and Policies
In the opinion of management, the financial statements presented herein include
all adjustments, consisting only of normal recurring items, necessary to
summarize fairly Polaris Aircraft Income Fund VI's (the Partnership's) financial
position and results of operations. The financial statements have been prepared
in accordance with the instructions of the Quarterly Report to the Securities
and Exchange Commission (SEC) Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto for the years ended December 31, 1996, 1995 and
1994, included in the Partnership's 1996 Annual Report to the SEC on Form 10-K
(Form 10-K).
2. Sale of Aircraft To Triton
On May 28, 1997, Polaris Investment Management Corporation (the "General
Partner" or "PIMC"), on behalf of the Partnership, executed definitive
documentation for the purchase of the Partnership's 2 remaining aircraft (the
"Aircraft") by Triton Aviation Services VI LLC, a special purpose company (the
"Purchaser"). The closings for the purchase of the 2 Aircraft occurred on May
28, 1997 and June 30, 1997. The Purchaser is managed by Triton Aviation
Services, Ltd. ("Triton Aviation"), a privately held aircraft leasing company
which was formed in 1996 by Triton Investments, Ltd., a company which has been
in the marine cargo container leasing business for 17 years and is diversifying
its portfolio by leasing commercial aircraft. Each Aircraft was sold subject to
the existing leases.
The Terms of the Transaction - The total purchase price (the "Purchase Price")
to the Purchaser is $7,115,600. The Purchaser paid into an escrow account the
Purchase Price of $7,115,600 in cash upon the closing of the first aircraft. The
Partnership received $3,200,000 from the escrow account on May 29, 1997 and
$3,915,600 for the remaining balance of the Purchase Price on July 3, 1997,
after the close of the second aircraft.
Under the purchase agreement, the Purchaser purchased the Aircraft effective as
of April 1, 1997 notwithstanding the actual closing dates. The utilization of an
effective date facilitated the determination of rent and other allocations
between the parties. The Purchaser has the right to receive all income and
proceeds, including rents and receivables, from the Aircraft accruing from and
after April 1, 1997 to the date of the closing of $369,762 which is included in
rents from operating leases, and will pay interest at the rate of 5.3% from
April 1, 1997 on the purchase price amount to the date of payment of the
Purchase Price to the Partnership. Each Aircraft was sold subject to the
existing leases, and as part of the transaction the Purchaser assumed all
security deposit obligations relating to such leases. The Partnership
transferred $75,000 in cash to the Purchaser related to such security deposits
in May 1997.
Neither PIMC nor GE Capital Aviation Services, Inc. (GECAS) will receive a sales
commission in connection with the transaction. Neither PIMC nor GECAS or any of
its affiliates holds any interest in Triton Aviation or any of Triton Aviation's
affiliates. John Flynn, the current President of Triton Aviation, was a Polaris
executive until May 1996 and has over 15 years experience in the commercial
aviation industry. At the time Mr. Flynn was employed at PIMC, he had no
affiliation with Triton Aviation or its affiliates.
7
<PAGE>
Polaris Aircraft Income Fund II, Polaris Aircraft Income Fund III, Polaris
Aircraft Income Fund IV and Polaris Aircraft Income Fund V have also sold
certain aircraft assets to separate special purpose companies under common
management with the Purchaser.
The Accounting Treatment of the Transaction - In accordance with generally
accepted accounting principles (GAAP), the Partnership recognized rental income
up until the closing date for each aircraft which occurred on May 28, 1997 and
June 30, 1997. However, under the terms of the transaction, the Purchaser was
entitled to receive any payments of the rents accruing from April 1, 1997 to the
closing dates. These rents amounted to $369,762 which is included in rents from
operating leases. As a result, the Partnership made a payment to the Purchaser
in the amount of the rents due and received effective April 1, 1997. For
financial reporting purposes, the sales proceeds of $7,115,600 have been
adjusted by the following: income and proceeds, including rents and receivables
from the effective date of April 1, 1997 to the closing date, interest due from
the Purchaser on the cash portion of the purchase price and estimated selling
costs. As a result of these GAAP adjustments, the net adjusted sales price
recorded by the Partnership was $6,782,497.
The Aircraft sold pursuant to the definitive documentation executed on May 28,
1997 had been classified as aircraft held for sale from that date until the
actual closing date. Under GAAP, aircraft held for sale are carried at their
fair market value less estimated costs to sell.
3. Related Parties
Under the Limited Partnership Agreement, the Partnership paid or agreed to pay
the following amounts for the current quarter to the general partner, Polaris
Investment Management Corporation, in connection with services rendered or
payments made on behalf of the Partnership:
Payments for the
Three Months Ended Payable at
September 30, 1997 September 30, 1997
------------------ ------------------
Out-of-Pocket Administrative and
Operating Expense Reimbursement $ 23,958 $ 39,882
Management fees payable to the general partner are subordinated each year to
receipt by unit holders of distributions equaling a 10% per annum,
non-compounded return on adjusted capital contributions, as defined in the
Partnership Agreement.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
During the quarter ended June 30, 1997, Polaris Aircraft Income Fund VI (the
Partnership) sold its remaining portfolio of 2 aircraft to Triton Aviation
Services VI LLC. The aircraft sold during the quarter ended June 30, 1997
consisted of one Boeing 737-200 Advanced aircraft leased to British Airways Plc
(British Airways) and one Boeing 727-200 Advanced aircraft leased to American
Trans Air, Inc. (ATA). In April 1993, the Partnership sold one Boeing 727-100
aircraft that ATA transferred to the Partnership as part of the ATA lease
transaction, to Empresa de Transporte Aereo del Peru S.A. (Aeroperu). Aeroperu
completed its payment obligations to the Partnership in July 1996.
REMARKETING UPDATE
Sale of Aircraft to Triton
On May 28, 1997, Polaris Investment Management Corporation (the "General
Partner" or "PIMC"), on behalf of Polaris Aircraft Income Fund VI (the
"Partnership"), executed definitive documentation for the purchase of the
Partnership's 2 remaining aircraft (the "Aircraft") by Triton Aviation Services
VI LLC, a special purpose company (the "Purchaser"). The closings for the
purchase of the 2 Aircraft had occurred on May 28, 1997 and June 30, 1997. The
Purchaser is managed by Triton Aviation Services, Ltd. ("Triton Aviation"), a
privately held aircraft leasing company which was formed in 1996 by Triton
Investments, Ltd., a company which has been in the marine cargo container
leasing business for 17 years and is diversifying its portfolio by leasing
commercial aircraft. Each Aircraft was sold subject to the existing leases.
The General Partner's Decision to Approve the Transaction - In determining
whether the transaction was in the best interests of the Partnership and its
unit holders, the General Partner evaluated, among other things, the risks and
significant expenses associated with continuing to own and remarket the Aircraft
(one of which was subject to a lease that was nearing expiration). The General
Partner determined that such a strategy could require the Partnership to expend
a significant portion of its cash reserves for remarketing and that there was a
substantial risk that this strategy could result in the Partnership having to
reduce or even suspend future cash distributions to limited partners. The
General Partner concluded that the opportunity to sell both the Aircraft at an
attractive price would be beneficial in the present market where demand for
Stage II aircraft is relatively strong rather than attempting to sell the
aircraft over the coming years when the demand for such Aircraft might be
weaker. GE Capital Aviation Services, Inc. ("GECAS"), which provides aircraft
marketing and management services to the General Partner, sought to obtain the
best price and terms available for these Stage II aircraft given the aircraft
market and the conditions and types of planes owned by the Partnership. Both the
General Partner and GECAS approved the sale terms of the Aircraft (as described
below) as being in the best interest of the Partnership and its unit holders
because both believe that this transaction will optimize the potential cash
distributions to be paid to limited partners. To ensure that no better offer
could be obtained, the terms of the transaction negotiated by GECAS included a
"market-out" provision that permitted the Partnership to elect to accept an
offer for all (but no less than all) of the assets to be sold by it to the
Purchaser on terms which it deemed more favorable, with the ability of the
Purchaser to match the offer or decline to match the offer and be entitled to be
compensated in an amount equal to 1 1/2% of the Purchaser's proposed purchase
price.
On April 7, 1997, the General Partner received and on May 14, 1997 elected to
accept a competing offer (the "Competing Offer") from a third party to purchase
the Partnership's two aircraft for $7,115,600 in cash, subject to a number of
contingencies. On May 21, 1997, the Purchaser was notified of the Competing
Offer, and the Purchaser subsequently matched the Competing Offer.
As a result of the sale of the Aircraft, the General Partner will be winding up
the Partnership's operations and the Partnership may be in a position to
dissolve before December 31, 1997.
9
<PAGE>
The Terms of the Transaction - The total purchase price (the "Purchase Price")
to the Purchaser is $7,115,600. The Purchaser paid into an escrow account the
Purchase Price of $7,115,600 in cash upon the closing of the first aircraft. The
Partnership received $3,200,000 from the escrow account on May 29, 1997 and
$3,915,600 for the remaining balance of the Purchase Price on July 3, 1997,
after the close of the second aircraft.
Under the purchase agreement, the Purchaser purchased the Aircraft effective as
of April 1, 1997 notwithstanding the actual closing dates. The utilization of an
effective date facilitated the determination of rent and other allocations
between the parties. The Purchaser has the right to receive all income and
proceeds, including rents and receivables, from the Aircraft accruing from and
after April 1, 1997 to the date of the closing of $369,762 which is included in
rents from operating leases, and will pay interest at the rate of 5.3% from
April 1, 1997 on the purchase price amount to the date of payment of the
Purchase Price to the Partnership. Each Aircraft was sold subject to the
existing leases, and as part of the transaction the Purchaser assumed all
security deposit obligations relating to such leases. The Partnership
transferred $75,000 in cash to the Purchaser related to such security deposits
in May 1997.
Neither PIMC nor GECAS will receive a sales commission in connection with the
transaction. Neither PIMC nor GECAS or any of its affiliates holds any interest
in Triton Aviation or any of Triton Aviation's affiliates. John Flynn, the
current President of Triton Aviation, was a Polaris executive until May 1996 and
has over 15 years experience in the commercial aviation industry. At the time
Mr. Flynn was employed at PIMC, he had no affiliation with Triton Aviation or
its affiliates.
Polaris Aircraft Income Fund II, Polaris Aircraft Income Fund III, Polaris
Aircraft Income Fund IV and Polaris Aircraft Income Fund V have also sold
certain aircraft assets to separate special purpose companies under common
management with the Purchaser.
The Accounting Treatment of the Transaction - In accordance with generally
accepted accounting principles (GAAP), the Partnership recognized rental income
up until the closing date for each aircraft which occurred on May 28, 1997 and
June 30, 1997. However, under the terms of the transaction, the Purchaser was
entitled to receive any payments of the rents accruing from April 1, 1997 to the
closing dates. These rents amounted to $369,762 which is included in rents from
operating leases. As a result, the Partnership made a payment to the Purchaser
in the amount of the rents due and received effective April 1, 1997. For
financial reporting purposes, the sales proceeds of $7,115,600 have been
adjusted by the following: income and proceeds, including rents and receivables
from the effective date of April 1, 1997 to the closing date, interest due from
the Purchaser on the cash portion of the purchase price and estimated selling
costs. As a result of these GAAP adjustments, the net adjusted sales price
recorded by the Partnership was $6,782,497.
The Aircraft sold pursuant to the definitive documentation executed on May 28,
1997 had been classified as aircraft held for sale from that date until the
actual closing date. Under GAAP, aircraft held for sale are carried at their
fair market value less estimated costs to sell.
Partnership Operations
The Partnership recorded net income of $11,720, or an allocated loss of $6.48
per limited partnership unit, for the three months ended September 30, 1997,
compared to net income of $50,333, or $0.39 per unit, for the same period in
1996. The Partnership recorded net income of $1,259,003, or $10.83 per limited
partnership unit, for the nine months ended September 30, 1997, compared to net
income of $241,400, or $2.49 per unit, for the same period in 1996.
The Partnership reported decreases in rent from operating leases, management
fees and depreciation expense during the three and nine months ended September
10
<PAGE>
30, 1997, as compared to the same period in 1996, due to the sale of the
remaining Aircraft to Triton. The Partnership recognized a gain on sale of these
Aircraft of $642,181 during the quarter ended June 30, 1997.
Administration and other expenses increased during the three and nine months
ended September 30, 1997 as compared to the same periods in 1996, due to
increases in printing and postage costs combined with an increase in outside
services.
Liquidity and Cash Distributions
Liquidity - PIMC has determined that the Partnership maintain cash reserves as a
prudent measure to insure that the Partnership has available funds for other
contingencies including expenses of the Partnership in connection with winding
up its affairs.
Upon determination and payment of remaining operating and administrative
expenses of the Partnership and expenses associated with the winding up of the
Partnership, which cannot be estimated at this time, a final distribution of the
remaining cash reserves, if any, will be distributed to the partners. The
General Partner anticipates that such payment of expenses and cash distributions
to partners will be completed by December 31, 1997, although there can be no
assurance that the Partnership will be able to wind up its operations by that
date.
Cash Distributions - Cash distributions to limited partners during the three
months ended September 30, 1997 and 1996 were $8,764,023, or $126.25 per limited
partnership unit and $433,863, or $6.25 per limited partnership unit,
respectively. Cash distributions to limited partners during the nine months
ended September 30, 1997 and 1996 were $9,631,748, or $138.75 per limited
partnership unit and $1,301,587, or $18.75 per limited partnership unit,
respectively.
11
<PAGE>
Part II. Other Information
--------------------------
Item 1. Legal Proceedings
As discussed in Item 3 of Part I of Polaris Aircraft Income Fund VI's (the
Partnership) 1996 Annual Report to the Securities and Exchange Commission (SEC)
on Form 10-K (Form 10-K) and in Item 1 of Part II of the Partnership's Quarterly
Report to the SEC on Form 10-Q (Form 10-Q) for the periods ended March 31, 1997
and June 30, 1997, there are a number of pending legal actions or proceedings
involving the Partnership. Except as discussed below, there have been no
material developments with respect to any such actions or proceedings during the
period covered by this report.
Equity Resources, Inc., et al. v. Polaris Investment Management Corporation, et
al. - As previously disclosed, on May 23, 1997, the defendants filed a motion to
dismiss this action. Subsequently, plaintiffs voluntarily sought dismissal of
their suit without prejudice. On September 16, 1997, the court dismissed
plaintiffs' complaint without prejudice.
Ron Wallace v. Polaris Investment Management Corporation, et al. - On September
2, 1997, an amended complaint was filed adding additional plaintiffs. On
September 16, 1997, the Polaris defendants filed a demurrer seeking to dismiss
the amended complaint. Simultaneously with the filing of the demurrer, the
Polaris defendants sought a stay of discovery. The hearing on the demurrer
occurred on November 4, 1997. On November 5, 1997, the court granted the Polaris
defendants' demurrer and ordered that plaintiffs be given 10 days leave to amend
their complaint to plead demand futility.
On or about October 14, 1997, the plaintiffs in this action filed a separate
Petition for Writ of Mandate in the San Francisco Superior Court entitled Ron
Wallace, et al. v. Polaris Investment Management Corp., et al., seeking to
obtain access to all the Partnership's books, records and documents.
Subsequently, pursuant to an agreement between the parties, plaintiffs agreed to
dismiss their Petition for Writ of Mandate with prejudice and the Polaris
defendants agreed to withdraw its motion seeking a stay of discovery.
Other Proceedings - Item 10 in Part III of the Partnership's 1996 Form 10-K and
Item 1 in Part II of the Partnership's Form 10-Q for the periods ended March 31,
1997 and June 30, 1997 discuss certain actions which have been filed against
Polaris Investment Management Corporation and others in connection with the sale
of interests in the Partnership and the management of the Partnership. With the
exception of Novak, et al v. Polaris Holding Company, et al, (which has been
dismissed, as discussed in the 1996 Form 10-K) where the Partnership was named
as a defendant for procedural purposes, the Partnership is not a party to these
actions. There have been no material developments with respect to any of the
actions described therein during the period covered by this report.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
27. Financial Data Schedule
b) Reports on Form 8-K
A Current Report on Form 8-K/A, dated May 28, 1997, amending certain
exhibits listed in Item 7, was filed on August 18, 1997.
12
<PAGE>
SIGNATURE
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.
POLARIS AIRCRAFT INCOME FUND VI,
A California Limited Partnership
(Registrant)
By: Polaris Investment
Management Corporation,
General Partner
November 12, 1997 By: /S/Marc A. Meiches
- ---------------------------------- --------------------------------
Marc A. Meiches
Chief Financial Officer
(principal financial officer and
principal accounting officer of
Polaris Investment Management
Corporation, General Partner of
the Registrant)
13
<TABLE> <S> <C>
<ARTICLE>5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,015,120
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,015,120
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 947,552
<TOTAL-LIABILITY-AND-EQUITY> 1,015,120
<SALES> 0
<TOTAL-REVENUES> 1,583,391
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 324,388
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,259,003
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,259,003
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,259,003
<EPS-PRIMARY> 10.83
<EPS-DILUTED> 0
</TABLE>
