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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
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange act of 1934 (No Fee Required). For the transition from
_________to____________
_______________
COMMISSION FILE NO. 0-19940
TMP INLAND EMPIRE VI, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 33-0386437
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801 N. PARKCENTER DRIVE, SUITE 235 92705
SANTA ANA, CALIFORNIA (Zip Code)
(Address of principal executive office)
</TABLE>
(714) 836-5503
(Registrant's telephone number, including area code)
_____________
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
N/A N/A
</TABLE>
Securities to be 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 the past 90 days Yes X No
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PART I
ITEM 1(A). BUSINESS
INTRODUCTION
TMP INLAND EMPIRE VI, LTD., a California Limited Partnership (the
"Partnership"), is a California limited partnership formed in March 1990, of
which TMP Investments, Inc., a California corporation, and TMP Properties, a
California general partnership, are the General Partners (the "General
Partners"). The Partnership was formed to acquire, from nonaffiliated person,
parcels of unimproved real property (the "Properties") located primarily in
Riverside and San Bernardino Counties, California. Some of the Properties are
or will be planned, zoned and mapped for single family residential purposes,
while others are or will be planned, zoned and mapped for commercial or
industrial uses. Actions by the Partnership to obtain the desired
general/specific plan, zoning and parcel/tract map changes by or approvals of
governmental entities, and to subdivide and site plan, are commonly referred to
as "pre-development."
The Properties will be held for investment, appreciation, and ultimate
sale and/or improvement of all or a portion thereof either alone or in
conjunction with a joint venture partner. If the Properties or portions
thereof are developed, the Partnership intends to hold and manage the same for
the production of income until such time that they determine a sale would be in
the best interest of he Partnership and its limited partners (the "Limited
Partners"). Upon the sale of the last Property, the payment of all debts and
the distribution of any remaining proceeds, less necessary reserves, to those
persons entitled thereto pursuant to the Partnership's Agreement of Limited
Partnership (the "Partnership Agreement"), the Partnership will be dissolved.
TMP Inland Empire VI. Ltd., a California Limited Partnership, has been
formed under the Revised Limited Partnership Act of the State of California.
The rights and obligations of the Partners in the Partnership are governed by
the Partnership's Agreement of Limited Partnership (the "Partnership
Agreement"). The following statements concerning the Partnership Agreement are
qualified in their entirety by reference to the Partnership Agreement.
DESCRIPTION OF LIMITED PARTNERSHIP UNITS. The Partnership Agreement
authorizes the issuance and sale of Limited Partnership Units for all cash in
multiples of $1,000 per Unit. Between January, 1990 and July, 1990, the
Partnership sold a total of 11,500 Limited Partnerships Units. Outstanding
Units are fully paid and nonassessable.
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THE RESPONSIBILITIES OF THE GENERAL PARTNERS. The General Partners
have the exclusive management and control of all aspects of the business of the
Partnership. In the course of their management, the General Partners may, in
their absolute discretion, acquire, mortgage, encumber, hold title to, pledge,
sell, release, or otherwise dispose of real property and interests therein when
and upon such terms as they determine to be in the best interest of the
Partnership and employ such persons, including, under certain circumstances,
Affiliates of the General Partners, as they deem necessary for the efficient
operation of the Partnership. It is provided, however, that the Limited
Partners holding, in aggregate, more than 50% of the then outstanding Units
must consent to the sale of substantially all of the assets of the Partnership
other than a sale occurring in the ordinary course of the Partnership's
business. The General Partners shall receive only such compensation as is
provided in the Partnership Agreement.
LIABILITIES OF LIMITED PARTNERS/NONASSESSABILITY OF INTERESTS. A
Limited Partner's capital contributed to the Partnership is subject to the
risks of the Partnership's business. Except as specifically provided in the
Partnership Agreement, he is not permitted to take any part in the management
or control of the business and he may not be assessed for additional capital
contributions. Assuming that the Partnership is operated in accordance with
the terms of the Partnership Agreement, a Limited Partner is not be liable for
the liabilities of the Partnership in excess of his capital contribution and
share of his undistributed profits. Notwithstanding the foregoing, a Limited
Partner is liable for any Distributions made to him if, after such
Distributions, the remaining assets of the Partnership are not sufficient to
pay its then outstanding liabilities, exclusive of liabilities of Limited
Partners on account of their contributions, and liabilities for which recourse
is limited to specific Partnership assets.
The Partnership Agreement provides that the Limited Partners shall not
be bound by, or be personally liable for, the expenses, liabilities, or
obligations of the Partnership.
TERM AND DISSOLUTION. The Partnership will continue for a maximum
period ending December 31, 2019, but may be dissolved at an earlier date, if
certain contingencies occur. Prior to dissolution, Limited Partners may not
withdraw from the Partnership but may, under certain circumstances, assign
their Units to others. (See "Transferability of Units," below.) The
contingencies whereby the Partnership may be dissolved are as follows:
1. The withdrawal, adjudication of bankruptcy,
dissolution, or death of a General Partnership, or if
there is no remaining General Partner, all the
Limited Partners agree to continue the business of
the Partnership and elect, by unanimous consent, one
or more new General Partners to continue the
Partnership's business;
2. A Majority Vote of the total outstanding Units in
favor of dissolution and termination of the
Partnership; or
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3. The removal of a General Partner, unless the
remaining General Partner agrees to continue the
business of the Partnership, or if there is no
remaining General Partner, a majority of the Limited
Partners agree to continue the business of the
Partnership and elect, by a Majority Vote of the
total outstanding Units, one or more new General
Partners to continue the Partnership business.
VOTING RIGHTS OF LIMITED PARTNERS. The voting rights of the Limited
Partners are set forth in Section 6 of the Partnership Agreement. The Limited
Partners have the right to vote upon the following matters affecting the basic
structure of the Partnership:
1. Amendment of the Partnership Agreement (except for
amendments which do not affect the rights of the
Limited Partners);
2. Removal of a General Partner;
3. Admission of a General Partner;
4. The sale of all, or a substantial part, of the assets
of the Partnership other than in the ordinary course
of business;
5. The election to continue the business of the
Partnership and the appointment of a successor
General Partner after the withdrawal, adjudication of
bankruptcy, death, or dissolution of the sole
remaining General Partner;
6. The election to continue the business of the
Partnership and appointment of a successor General
Partner after the removal of the sole remaining
General Partner; or
7. Termination and dissolution of the Partnership, other
than after sale of all of the Properties and receipt
of all amounts due on any seller carryback financing.
A majority Vote of the Limited Partnership shall be required for the
matters set forth above to pass and become effective, except for the matters
specified in Item 5, which shall require the unanimous consent of the Limited
Partners.
The General Partners may at any time call a meeting of the Limited
Partners or for a vote, without a meeting, of the Limited Partners on matters
on which they are entitled to vote, and shall call for such meeting or vote
following receipt of written request therefor of Limited Partners holding 10%
or more of the total outstanding Units.
Each Limited Partnership Unit shall have equal voting rights.
TRANSFERABILITY OF UNITS. Holders of Units shall have the right to
assign one or more whole Units by written instrument the terms of which are not
in contravention of any of the provisions of the Partnership Agreement.
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An assignee of record shall be entitled to receive Distributions from
the Partnership attributable to the Units acquired by reason of such assignment
from and after the effective date of the assignment of such Units to him;
however, the Partnership and the General Partners shall be entitled to treat
the assignor of such Units as the absolute owner thereof in all respects, and
shall incur no liability for allocations of Net Income, Net Loss, or
Distributions, or transmittal of reports and notices required to be given to
Limited Partners which made in good faith to such assignor until such time as
written instrument of assignment has been received by the Partnership and
recorded on its books. The effective date of an assignment of Units (of which
assignment the Partnership has actual notice) on which the Assignee shall be
deemed an Assignee of record shall not be later than the first day of the
fiscal quarter following the date set forth on the written instrument of
assignment.
Any assignment, sale, exchange or other transfer in contravention of
any of the provisions of the Partnership Agreement shall be void and
ineffectual, and shall not bind or be recognized by the Partnership.
An Assignee may only be substituted as a Limited Partner in the place
of the assignor Limited Partner with the prior consent of the General Partners.
Any substituted Limited Partner must agree to be bound by the provisions of the
Partnership Agreement.
BOOKS AND RECORDS. At all times during the term of the Partnership,
the General Partners will keep true and accurate books of account of all the
financial activities of the Partnership. These books of account are kept open
for inspection by the Limited Partners or their representatives at any
reasonable time. The General Partners may make such elections for federal and
state income tax purposes as they deem appropriate and the fiscal year of the
Partnership is the calendar year unless changed by the General Partners with
the consent of the Commissioner of Internal Revenue.
DISTRIBUTIONS, NET INCOME AND NET LOSS
ALLOCATION OF NET INCOME AND NET LOSS FROM OPERATIONS. Until such
time that all Limited Partners have received allocations of Net income from the
Partnership equal to a 6% cumulative, but not compounded, preferred return on
adjusted Capital Contributions (the "Preferred Return"), Net Income shall be
allocated 99% to all Limited Partnership Units, which will be further allocated
among such Units on a pro rata basis, and 1% to the General Partners. Until
such time that all Limited Partners have received Distributions equal to their
Capital Contributions plus their Preferred Return, Net Losses shall be
allocated 99% to all Limited Partnership Units, allocated among them on a pro
rata basis, and 1% to the General Partners. Thereafter, Partnership Net
Income, Net Loss, and all items of Partnership deduction and credit shall be
allocated 16.5% to the General Partners and 83.5% to all Limited Partners, pro
rata, according to the number of Units owned. The foregoing allocations are
subject to certain requirements of the Internal Revenue Code of 1986, as
amended (the "Code"), as set forth in Section 4.5 of the Partnership Agreement.
ALLOCATION OF PROFITS AND LOSSES ON SALES OF PROPERTY. Profits and
Losses on Sales of Property are allocated as set forth in Section 4.5(f) and
4.5(g), respectively, of the Partnership Agreement.
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DISTRIBUTIONS. Distributions of Distributable Cash from Operations,
if any, will be made annually within 90 days after the end of the Partnership's
fiscal year and shall be allocated 99% to the Limited Partners and 1% to the
General Partners until the Limited Partners have received cumulative
Distributions in an amount equal to their Capital Contributions plus their
unpaid Preferred Return, after which time Distributions of Distributable Cash
from Operations shall be allocated 83.5% to the Limited Partners and 16.5% to
the General Partners. Except for Distributions on Dissolution described in
Section 8.2 of the Partnership Agreement, Distributions of Cash from Sale or
Refinancing of Partnership Properties shall be distributed to the Partners at
such times as the General Partners shall determine in the same manner as
Distributions of Distributable Cash from Operations. The General Partners have
the right to refuse Cash from the Sale of Refinancing of Partnership Properties
to pay seller financed debt without making a Distribution to Partners;
provided, however, that sufficient funds, if available, shall be distributed to
the Limited Partners to pay any resulting state or federal income tax, assuming
that all such Limited Partners are in a 28% tax bracket.
INVESTMENT OBJECTIVES; RISKS
In general, the investment objectives of the Partnership may be
summarized as follows:
(a) Preservation and return of the Partners' capital.
(b) Capital appreciation.
(c) Added value through pre-development activity (zoning,
subdivision, site planning, engineering).
(d) Cash flow after return of capital.
(e) Minimization of risk by maintaining minimum partnership debt.
The General Partners are, at all times, guided by a policy of
realizing profit intended to result in gain for the Limited Partners upon
ultimate disposition of the Properties. There can, however, be no assurance or
guarantee that the decisions made by the General Partners will result in the
realization of any profit.
The Partnership is subject to the risks generally incident to the
ownership of real estate, including the uncertainty of cash flow to meet fixed
or variable obligation; adverse changes in national economic conditions;
changes in the investment climate for real estate investment; lack of
geographic diversification; adverse changes in local market conditions, such as
changes in the supply of, or demand for competing properties in an area;
changes in interest rates and the availability of permanent mortgage funds,
which may render the sale or refinancing of a property difficult or
unattractive; changes in real estate tax rate and other operating expenses,
governmental rules (including, without limitations, zoning laws and fiscal
policies); known and unknown environmental conditions on the property and acts
of God that may result in uninsured losses (including, without limitation,
earthquakes and floods).
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The purchase of property to be developed or constructed is subject to
more risks than is involved in the purchase of property with an operating
history. In the event the General Partners decide to develop the Properties,
the Partnership will be subject to the risk that there may be unanticipated
delays in, or increases in costs of, development and construction as a result
of factors beyond the control of the General Partners. These factors may
include, among others, strikes, adverse weather, material shortages, and
increases in the cost of labor and materials. Such factors can result in
increased cost of a project and corresponding depletion of the Partnership's
working capital and reserves, or loss of the Partnership's investment as a
result of foreclosure by a construction or other lender. Additional risks may
be incurred where the Partnership makes periodic progress payments or other
advances to the builders prior to completion of the construction. It should
also be noted that the development of unimproved real property is a
time-consuming process which often involves governmental approval of site and
development plans, environmental studies and reports, traffic studies, and
similar items.
The Partnership may enter into joint ventures in order to accomplish
the development of the Properties. Such transactions may create risks not
otherwise present, such as the joint venturer's investment objectives may be
inconsistent with the investment objectives of the partnership.
If the Partnership develops the Properties, either alone or in
conjunction with joint venture partners, construction arrangements will be made
at that time. As of the date of this Form 10K, no arrangements have been
entered into or negotiated with any person for the development of any of the
Properties.
If the Partnership requires a loan to finance pre-development or
development activities, or to pay off or refinance an existing loan on a given
property, the availability and cost of such a loan is uncertain due to money
market fluctuations. The General Partners are unable to predict the effects of
such fluctuations on the Partnership. Money market conditions which may exist
if and when the Partnership seeks to obtain any financing with respect to the
Partnership for development or other purposes may make such financing
difficult or costly to obtain and may have an adverse effect on the
Partnership's ability to develop the Properties. Additionally, such conditions
may also adversely affect the ability of the Partnership to sell the Properties
when a sale is determined to be in the best interests of the Partnership, and
may affect the terms of any such sale.
The Partnership's investment objectives must be considered speculative
and there is no assurance that the Partnership will fulfill them.
SELLING POLICY
The Partnership seeks to sell all Properties for all cash. However,
if the General Partners deem it to be in the best interests of the Partnership
and its Limited Partners, the Partnership will sell one or more of the
Properties in exchange for receiving part of the purchase price in cash at the
time of sale and receiving the balance of the purchase price on a deferred
basis. The deferred amount will be evidenced by an interest-bearing promissory
note secured by a deed of trust on the Property sold. However, the Partnership
does not intend to carry back any promissory notes unless it obtains a first
priority lien against the Property sold.
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COMPETITION
It is anticipated that the Partnership will encounter considerable
competition in the pre-development, development, operation, and eventual sale
appreciation, improvement and ultimate sale during a three to five year holding
period, even under the most favorable marketing conditions there is no
guarantee that the Properties can be pre-developed, developed, operated, or
sold, and if sold, that such sale will be made upon terms favorable to the
Partnership. Similarly, there is no guarantee that the Partnership will be
able to conduct profitable operations on the Properties, if and when they are
developed.
GOVERNMENTAL POLICIES
The Partnership's pre-development and development plans for the
Properties, as well as the value of the Properties, are dependent in large part
on governmental action. The following is a partial list of some, but not all,
of the potential problems which could arise due to governmental action or
inaction.
ZONING/PLANS/MAPS/PERMITS. Certain of the parcels are not zoned for
the uses anticipated by the Partnership. Applications have been or will be
made to change the zoning for certain of those parcels. As described under
Item 2."Properties," some Properties have already been rezoned, but no
assurances can be given that all such rezoning changes will be approved.
Zoning changes are dependent on, among other things, whether or not such change
would be consistent with the General and Specific Plan for a given area.
Further, final parcel/tract maps have not been approved for all Properties, nor
have any grading or building permits been obtained. In the event that such
Properties do not receive the zoning desired by the General Partners, or if
final maps are not approved or permits not obtained, the value of those parcels
to the Partnership and to others may be reduced and the investment results of
the Partnership may be materially adversely affected.
GROWTH INITIATIVES. Many counties and cities in California have been
subject to so called "slow growth" initiatives which could seriously affect the
ability to timely develop properties located within a county or city passing
such an initiative. Although no such initiatives are currently pending, such
an initiative could adversely affect the use or value of those of the
Properties located within such county or city.
PROPERTY TAX REFORM AND RENT CONTROL. Statewide property tax reform
has reduced real property taxes in California. However, subsequently enacted
statewide implementing legislation may cause real property taxes in California
to increase at a more rapid rate than previously experienced and legislation
enacted in certain municipalities in response to the statewide reform requires
owners of real property to pass through property tax saving to residential and
certain commercial tenants by various means, including rent reduction. It is
also possible that legislation at the state or local level may be enacted in
California which include some form of rent control applicable to the
Partnership. In addition, certain fees and charges associated with the
acquisition and ownership of real property in California have been increased to
offset decreases in local revenue resulting from the property tax reduction.
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OTHER GOVERNMENTAL INTERVENTION. There can be no assurance that there
will be no governmental intervention with respect to the Properties that would
adversely affect the use or value of the Properties. For example, building
moratoriums, changes in general or specific plans, down-zoning of the
Properties or unanticipated environmental regulation or similar considerations
could impair the value of the Properties, either to the partnership or to
others.
ENVIRONMENTAL
The Partnership may be required in certain instances to obtain
environmental impact, biological impact or other similar reports prior to
development of the Properties. Such reports may indicate conditions which make
it more expensive (or in rare cases, impossible) to develop a Property in a
manner anticipated by the Partnership, or may cause delays in the development
of a Property. If a Property is contaminated by hazardous materials, the
Partnership could incur substantial clean up costs under federal, state and
local laws which could adversely affect the investment results of the
Partnership.
To date, no environmental studies have been done on the Property. The
General Partners know of no environmental conditions on the Properties that
would adversely affect the investment results of the Properties.
EMPLOYEES
The Partnership has no employees. Management of the Partnership is
provided by the General Partners. See Item 10 "Directors and Executive
Officers" for information about the General Partners.
ITEM 1(D). FOREIGN OPERATIONS
The Partnership has no foreign operations in foreign countries.
ITEM 2. PROPERTIES
The Partnership acquired for cash, free of monetary encumbrances, a
total of eleven Properties. All of the Properties are in the area of Southern
California known as the "Inland Empire." While no fixed geographical boundary
identifies the Inland Empire, the General Partners consider the Inland Empire
to include most of the western portion of Riverside and San Bernardino counties
and to be roughly bounded by the cities of Corona on the west, the Coachella
Valley (Palm Springs area) on the east, the City of Victorville on the north
and Murietta (formerly Rancho California) on the south.
Included in this area are the communities of Perris, Sun City, Moreno
Valley, Riverside, Beaumont, San Jacinto, Palm Desert, Murietta (formerly
Rancho California) and Elsinore in Riverside County, and Fontana, Rialto,
Rancho Cucamonga, Ontario, San Bernardino Highlands and Chino in San Bernardino
County.
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The Partnership has been structured to acquire a number of parcels
with varying zoning and diverse locations within these communities.
Specifically, the Properties are located in close proximity to the cities of
Palm Desert, Elsinore, Murietta (formerly Rancho California) and Perris, except
for one parcel which is in the City of San Jacinto. Zoning is or is
anticipated to be single family residential for the Perris, Elsinore and Rancho
California Properties, commercial for the San Jacinto and 24 acres of the Palm
Desert Properties, and Business Park for the balance of the Palm Desert
Property.
The Properties are unimproved and presently produce only minimal
operating income and cash flow. It is possible that future economic
conditions, governmental actions or other factors may deter or prevent the
Partnership form pre-developing or developing the Properties, or any of them.
In such event, the potential profitability, if any, with respect to the
Properties would be dependent upon appreciation of the Properties and the
Partnership's ability to refinance and sell the same. There can be no
assurance that the Properties, even if developed by the Partnership, can be
operated or ultimately sold for a profit.
The Partnership owns or has owned the following properties:
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<CAPTION>
Date Purchase Date Sales
Property Purchased Price Sold Price
-------- --------- ---------- ------ -----
<S> <C> <C> <C> <C>
San Jacinto 10.48 06-21-90 $1,450,000 * *
Rancho California 38 07-13-90 $1,600,000 * *
Palm Desert 84 ** 06-15-90 $3,765,000 7-24-95 $773,703
Perris 10.1 01-30-90 $ 150,000 * *
Perris 10 07-09-90 $ 207,000 * *
Perris 6.45 04-18-90 $ 128,000 * *
Perris 5 10-31-90 $ 210,000 * *
Elsinore 10 01-03-91 $ 400,000 * *
Elsinore 2.46 08-03-90 $ 82,000 * *
Adelanto 42.44 07-24-90 $ 700,000 8-30-95 $348,000
Adelanto 18.22 05-25-90 $ 440,000 * *
</TABLE>
____________________________
* These Properties were still owned by the Partnership as of December
31, 1996.
** 11 acres were sold to Cal Trans.
SAN JACINTO 10.48. This parcel, zoned C-2 commercial and comprising
approximately 10.48 acres, is located near the intersection of State Street and
Ramona Boulevard in City of San Jacinto. Ramona Boulevard intersects State
Street at a diagonal and the triangular corner is not part of the Property.
All utilities are to the site and the Property is in a newly developed part of
the City. Over 6,000 single family residences have been approved for
development surrounding the Property. The General Partners view this as an
infill property.
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RANCHO CALIFORNIA 38. The approximately 38 acres are comprised of two
separate parcel. One parcel is located at the southwest corner of meadowlark
Lane and Baxter in an unincorporated area of the County of Riverside about
one-half mile from the Clinton Keith Road interchange with Highway 215, the
Escondido Expressway. The other is located about 400 yards north on Meadowlark
Lane and is the southeast corner of Meadowlark Lane and Lee Lane.
The Property is currently accessible only by dirt road and is zoned
rural residential. The General Partners are currently seeking admission of
this Property to a Community Facilities District already in formation, and plan
to petition the County of Riverside for a zone change and approval of a
tentative tract map.
The Property is between the Lusk Development of Menifee Village and
the 2,700 unit Murietta Hot Springs Specific Plan.
PALM DESERT 84. This Property is part of the 215 acre Center Point
Specific Plan, EIR (SP 225) which was approved by the Riverside County Board of
Supervisors on October 6, 1988. On November 7, 1988, the County signed a
Development Agreement guaranteeing the right to develop in accordance with the
specific plan for a ten year period.
In gross, the Palm Desert Property totals approximately 84 acres.
In 1995, the Partnership sold approximately 11 acres to Cal Trans for the
development of the Cook Street interchange with Interstate Highway 10. Cook
Street is between the Monterey and Washington Street interchanges currently in
existence and Cook Street is planned to be the major north-south surface street
through Palm Desert, and will be a major freeway access. The sale price of the
11 acres was $773,703.
The Property will have frontage on Interstate 10 when construction is
complete. Currently, the Property is on I/S 10 frontage Road, Varner Avenue
and Chase Road. Specifically, the Property is located on the north side of
Interstate 10 between the community of Thousand Palms and the City of Indio.
It is flat, sandy terrain with all utilities and paved roads to the site.
Plans for construction of the interchange were prepared in 1985 for
the City of Palm Desert and funding is to be provided by an allocation of a
sales tax approved by voters in November 1989, and the formation of a Mello
Roos Assessment District.
Construction of the interchange is scheduled to be completed in mid
1997. The General Partners that the Property will increase in value as
completion draws nearer. Development is already underway along Varner Road.
PERRIS 10.1, PERRIS 10, PERRIS 6.45 AND PERRIS 5. The Perris
Properties consist of four smaller, contiguous parcels of approximately 10.10,
10, 6.45 and 5 acres, respectively, which when combined total approximately
31.55 acres. Since acquiring these Properties, the Partnership has succeeded
in obtaining annexation of all four Properties to the City of Perris and
approval of a tract map providing for a 91 lot residential subdivision. The
Partnership is currently engaged in efforts to form a Communities Facilities
District to bring infrastructure to the Properties, and to complete Ethanac
Road, which will become a major surface connector street.
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The land is essentially flat and unimproved. Immediately to the
southeast of the Properties runs the San Jacinto River. While most of the
surrounding property is below the 100 year flood plain level, the four Perris
Properties are above the flood plain. Therefore, the Properties are not
subject to the $3,000 per acre assessment which will be required from much of
the surrounding property in order to fund the San Jacinto River Flood Control
District which was formed and approved by the County of Riverside Board of
Supervisors on April 5, 1988.
The roads that border these Properties are currently only dirt roads,
but Ethanac Road is currently an offramp of the 215 expressway. According to
the County Road Plan, Ethanac Road is to become a major surface connector
through the Perris Valley.
ELSINORE 10. This Property is located on Third Street just easterly
of Highway 74, adjacent to the City of Elsinore, and is between two major
specific plans, Tuscany Hills and Ramsgate. These two plans will generate
nearly 5,000 single-family homes and related amenities.
It is anticipated that the Property will be annexed to the City of
Elsinore, pre-zoned for two to four units per acre, and that the following
annexation and zoning a tentative map will be prepared for approval.
ELSINORE 2.46. This 2.46 acre parcel is located adjacent to Elsinore
10 and has been combined with that Property in a residential tract map which
has been submitted to the City of Elsinore for approval of 48 residential lots
for the two parcels.
ADELANTO 18.22. This 18.22 acre parcel, located at Yucca and
Bellflower, was zoned residential at the time of purchase by the Partnership
but has since been rezoned to business park by the City of Adelanto in
connection with the adoption of their new general plan.
ITEM 3. LEGAL PROCEEDINGS
There are no matters requiring disclosure under Item 3.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters we submitted to a vote of Registrants security holders
during the fourth quarter of 1996.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
MARKET INFORMATION
As of December 31, 1996, 1995 and 1994, there were approximately 1,181
record holders of Units of Limited Partnership Interest. There is no other
class of security outstanding or authorized. To the General Partners knowledge,
there has not been, and currently there does not exist, any publicly established
trading market for the Units. Accordingly, there was no trading activity during
the fiscal year ended December 31, 1995 or 1994. In 1996, 70 Units traded on the
secondary market at between $290 to $300 a Unit.
CASH DISTRIBUTIONS
There were cash distributions of $232,323 to the Partners during the
fiscal year ended December 31, 1995. No cash distributions were made during
the fiscal years ended December 31, 1994 or 1996. A summary of the provisions
of the Partnership Agreement regarding distributions of cash and allocations of
net income and losses is set forth below in Item 1, "Business" under the
subcaption "Distributions, Net Income and Net Loss."
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes selected financial data of the
Partnership for the years ended December 31,1992, 1993, 1994, 1995, and 1996,
and should be read in conjunction with the more detailed financial statements
contained in Item 8 below.
13
<PAGE> 14
(UNAUDITED)
YEAR ENDED DECEMBER 31
(NOT COVERED BY AUDITOR'S REPORT)
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Income from Sale of Property $ $ 1,121,703 $ $ $
Less cost of Property sold (1,508,096)
Gross profit (loss) (386,393)
Rental Income 2,100 12,620 18,027 15,800
Interest Income $ 13,855 4,600 1,103 222 2,696
Other income 456
------------
Total income (loss) $ 13,855 $ (379,237) $ 13,723 $ 18,249 $ 18,496
------------ ------------ =========== =========== ===========
Net income (loss) $(2,009,147) $ (388,823) $ 3,726 $ 9,972 $ 10,896
------------ ------------ =========== =========== ===========
Net income (loss) per Unit* $ (172.96) $ (33.47) $ .32 $ .86 $ .94
------------ ------------ =========== =========== ===========
Cash distribution per Unit* $ 20.20 $ $ $
Total assets $ 7,805,015 $ 9,815,518 $10,884,476 $10,592,386 $10,432,846
----------- ----------- =========== =========== ===========
</TABLE>
* (Based on 11,500 Units outstanding at December 31, 1996, 1995, 1994, 1993, and
1992)
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSES OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
During the period from inception (March 20, 1990) through December 31,
1990, the Partnership was engaged primarily in the sale of Units of Limited
Partnership Interest and the investment of the subscription proceeds to
purchase parcels of unimproved real property. During 1992, 1993, 1994 1995,
and 1996 the only revenues received were a nominal amount of income from the
rental of houses located on one parcel at the time of its purchase, and
interest income earned on cash reserves.
The Partnership loss in 1996 was due to a write-down in value of the
Partnership land due to a decline in market value of the land. During 1995,
the Partnership sold 11 acres in Palm Desert and 42 acres in Adelanto. The
land was sold at a combined loss of $386,393, but enabled the Partnership to
pay off notes payable and replenish cash reserves. The Partnership carried a
$248,000 note from the Adelanto sale. As of December 31, 1996, the note was in
default and the Partnership has initiated foreclosure proceedings to take back
the land.
14
<PAGE> 15
LIQUIDITY AND CAPITAL RESOURCES
The partnership raised a total of $10,236,125, net of syndication
costs, from the sale of Limited Partnership Units. During the Period from
inception through December 31, 1996, the Partnership acquired a total of eleven
Properties for all cash at a total expenditure of $10,574,365, including
carrying costs (such as interest expense and property taxes). All costs
associated with the acquisition of the Properties, as well as carrying costs
and administrative expenses, are capitalized (i.e., added to the cost of the
Properties) and are deducted from the sales prices to determine gains (or
losses) when the Properties are sold.
The Partnership does not intend to acquire any additional Properties.
The remaining seven Properties are being held for resale. Upon sale, the
Partnership intends to distribute the sales proceeds, less any reserves needed
for operations, to the Partners.
The Partnership owns land in the Riverside and San Bernardino counties.
This region of Southern California experienced a significant economic recession
that has substantially eroded the value of all real estate in the area.
Lower home and commercial property prices has driven down the value of
vacant land, and in many instances has made new development financially
unfeasible. This has made it difficult to sell the Partnership land at
anything but liquidation prices. The general partners expect the economic
recovery in this region to be slow. Accordingly, the General Partners intend
to meet currently anticipated cash requirements for at least the next twelve
months by first using cash on hand; second, funds from interest income and
rental income; third, the sale of properties; and fourth, from additional loans
or credit facilities secured by the properties.
At December 31, 1994, the Partnership had a loan outstanding in the
amount of $350,000 secured by one of the properties. The Partnership used loan
proceeds to pay off an existing line of credit and pay operating expenses and
property taxes, and is holding the balance of the loan proceeds as cash
reserves. The loan was repaid in 1995 when the parcel of land securing the
loan was sold.
The General Partners believe that cash reserves are sufficient to meet
anticipated cash flow requirements for the next 12 months.
The Partnership has no current plans to develop any of the parcels,
and it is expected that no such plans would be undertaken unless adequate
funding could be obtained, either from the sale or refinancing of parcels or
from a joint venture partner.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements are filed as a part of this Form 10K:
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
For the fiscal years ended December 31, 1996, 1995, and 1994:
Independent Auditor's Report FS-1
Balance Sheets as of December 31, 1996, and 1995 FS-2
</TABLE>
15
<PAGE> 16
<TABLE>
<S> <C>
Statement of Income for the years ended
December 31, 1996, 1995 and 1994 FS-3
Statement of Partners Capital for the years ended
December 31, 1996, 1995, 1994 and 1993 FS-4
</TABLE>
16
<PAGE> 17
<TABLE>
<S> <C>
Statements of Cash Flow for the years ended
December 31, 1996, 1995 and 1994 FS-5
Notes to Financial Statements FS-6
Financial Statement Schedules FS-10
</TABLE>
All other schedules are omitted since the required information is not
present or is not present in amounts sufficient to require submission
of the schedule, or because the information required is included in
the Financial Statements and Notes thereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
The accounting firm of Balser, Horowitz, Frank & Wakeling ("BHF&W),
whose report is included elsewhere herein with respect to the Partnership's
financial statements for the fiscal years ended December 31, 1996 and 1995, has
provided accounting services to this Partnership and to other limited
partnerships of which the General Partners are the general partners, for many
years.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The Partnership has no employees and no directors or executives
officers. Management of the Partnership is provided by the General Partners.
TMP Properties, a California general partnership, and TMP Investments,
Inc., a California corporation, are the General Partners of the Partnership.
TMP Properties was formed on July 14, 1978. TMP Properties' principal business
has been the acquisition of undeveloped land and the coordination of activities
necessary to add value to such land, primarily through the predevelopment
process. It has syndicated numerous private real estate limited partnerships,
and eleven public real estate limited partnerships. All of the properties
purchased by such partnerships were located in the
17
<PAGE> 18
State of California except for one (an office building) which was located in
Oklahoma City, Oklahoma. Each of such limited partnerships involved a
specified real property program in which TMP Properties was the general
partner. The general partners of TMP Properties are William O. Paso, Anthony
W. Thompson and Scott E. McDaniel.
The individual partners of TMP Properties are listed below, together
with information regarding their employment experience and background.
TMP Investment Inc., a California corporation, was formed on December
12, 1984. TMP Investments Inc. has served in the capacity of a co-general
partner in all of the TMP sponsored programs since December 1984. In 1993, TMP
Investments Inc. began serving as sole general partner in all TMP sponsored
partnerships. TMP Investments Inc. has been and will continue to be engaged in
asset management, real estate accounting, budgetary services, and partnership
management on behalf of existing limited partnerships and limited partnerships
which it sponsors in the future. The shareholders of TMP Investments, Inc.
were William O. Passo, Anthony W. Thompson, and Scott E. McDaniel until
September 1993, when Mr. McDaniel sold his share of TMP Investments Inc. to Mr.
Passo and Mr. Thompson.
WILLIAM O. PASSO, 55, is a Director and the President of TMP
Investments Inc. He practiced law for 18 years, has been a licensed real estate
broker since 1974 and holds registered representative and general principals
securities licenses through the National Association of Securities Dealers, Inc.
Mr. Passo received his Juris Doctorate Degree from UCLA School of Law in 1967.
He has been a senior partner first of Passo, Yates, and Nissen until 1975, then
of Passo & Davis until March 1983 when he resigned from the partnership to take
a leading role in the management of the affairs of TMP Properties. Mr. Passo
has been involved in public and private real estate syndication since 1970, and
has acted as principal, investor, general partner, and counsel in real estate
transactions involving apartments, office buildings, and unimproved land. Mr.
Passo is a director and officer of William O. Passo, Inc., an officer of TMP
Capital Corp., an NASD registered broker-dealer, and an officer of TMP Realty, a
registered real estate broker.
SCOTT E. MCDANIEL, 50, is a Director and Vice President of TMP
Investments Inc. He is a graduate of the U.S. Naval Academy at Annapolis,
majoring in engineering. Mr. McDaniel is a California licensed general
contractor and has been a licensed California real estate broker since 1976.
He was the founder and President of Scott E. McDaniel, Inc. (dba Regal Realty).
Mr. McDaniel has developed office complexes and industrial space in Southern
California and has personally brokered over $125 million of real estate since
1982. Through an affiliated company, DeVille Construction Co. Inc., Mr.
McDaniel has directed general contracting operations in Southern California
since 1982.
18
<PAGE> 19
ANTHONY W. "TONY" THOMPSON, 50, is Director and Vice-President of TMP
Investments Inc. A graduate of Sterling College in 1969, with a Bachelors
Degree in Science and Economics, Mr. Thompson holds the professional
designations of Charter Life Underwriter and chartered Financial Consultant
form the American College. Mr. Thompson is a registered principal with the
NASD and is a principal in TMP Capital Corp., a NASD registered Broker Dealer.
Mr. Thompson has been involved in the securities and the real estate investment
fields since 1970, and a General Partner of TMP since its formation in 1978.
Mr. Thompson's primary responsibility is marketing TMP offerings through the
broker dealer community.
The General Partners have raised over $100,000,000 since 1978 for
properties which they, or partnerships with which they are affiliated, have
purchased.
ITEM 11. EXECUTIVE COMPENSATION
During the period since the formation of the Partnership (March 20,
1990) through the fiscal year ended December 31, 1996, the Partnership paid
fees to the General Partners for various services in the amount of $141,632 of
which $19,774 was paid in the year ended December 31, 1996. The General
Partners did not receive any partnership distribution during that period. (See
Item 13. "Certain Relationships and Related Transactions".) The Partnership
has no officers or employees and, therefore, paid no other compensation other
than that paid to the General Partners as indicated above.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1996, the Partnership had 11,500 units of Limited
Partnership interest (the "Units") issued and outstanding. To the knowledge of
the General Partners, no person beneficially owns more than 5% of the Units.
The following table set forth the number of Units beneficially owned as of
December 31, 1996 by each officer, director and general partner of the General
Partners and by all such persons as a group.
<TABLE>
<CAPTION>
Number of Percent of
Name of Beneficial Owner Units Class
- ------------------------ ---------- -----------
<S> <C> <C>
William O. Passo 55 0.478%
Anthony W. Thompson 25 0.217%
All officers, directors and 80 0.695%
general partners as a group
(2 persons, including the above)
</TABLE>
19
<PAGE> 20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH AFFILIATES
The following information summarizes the forms and amounts of
compensation (some of which involve cost reimbursements) paid either by the
Partnership, or others, to the General Partners and their affiliates since the
formation of the Partnership (March 20, 1990) through the fiscal year ended
December 31, 1996. The information under "Operating and Liquidation Stage" and
"Summary of Compensation" below also describes the amounts of compensation to
be paid to the General Partners and their affiliates in the future. None of
these amounts were determined by arm's-length negotiations. Reference is also
made to the Notes to the Financial Statements included elsewhere in this Form
10K for additional information regarding transactions with affiliates.
OFFEERING AND ORGANIZATION STAGE OF PARTNERSHIP
<TABLE>
<CAPTION>
Amount Paid from
Form of Compensation Formation through
and Recipient Description of Payment December 31, 1996
-------------------------- ----------------------------------------- -----------------
<S> <C> <C>
Selling Commission and Due Up to a maximum of 10% of gross proceeds, a $1,170,087
Diligence Reim- bursement minimum of which was reallocated to
(TMP Capital Corp.) participating Soliciting Dealers (which
included TMP Capital Corp.) from Units sold by
them. Up to an additional 0.5% paid to
Soliciting Dealers (which included TMP Capital
Corp.) for due diligence activities.
Reimbursement for Organizational Expenses paid to the General $596,701
Organizational Expenses Partners to reimburse them (without markup or
(General Partners) profit) for organizational costs actually
incurred such as advertising, mailing,
printing costs, clerical expenses, legal and
accounting fees.
</TABLE>
20
<PAGE> 21
<TABLE>
<S> <C> <C>
Reimbursement for Property The General Partners were reimbursed (without $650,000
Expenses (General Partners) markup or profit) for all out of pocket
expenses directly related to the Properties,
including the purchase price of Properties
acquired prior to Partnership formation, out
of pocket carrying costs of such Properties
(such as interest and property taxes)
including actual interest incurred on all
funds advanced for the benefit of the
Partnership, deposits, escrow extension
payments, appraisal fees, expenses of
feasibility and other studies performed by
third parties unaffiliated with the General
Partners and similar expenses, but not
including the General Partners' overhead,
salaries, travel or like expenses.
Property Acquisition Fees For services rendered in connection with the
(General Partners or an acquisition of the Properties acquired by the
affiliate) Partnership, the General Partners, or an
affiliate, received acquisition compensation
(either denominated as such, or as a real
estate brokerage commission, or otherwise) in
the following amounts:
(I) Acquisition fees: $650,000
(ii) Real estate brokerage commissions $261,765
</TABLE>
OFFERING AND ORGANIZATION STAGE OF PARTNERSHIP
<TABLE>
<CAPTION>
Amount Paid from
Form of Compensation Formation through
and Recipient Description of Payment December 31, 1996
-------------------------- ----------------------------------------- -----------------
<S> <C> <C>
Partnership Management Fee A Partnership Management Fee with respect to $141,632
(General Partners) each Property until a Property is sold or
improvement of the Property commences in an
annual amount of 1/4 of 1% (.225%) of the cost
of the property, but not to exceed 2% of such
cost in the aggregate.
</TABLE>
21
<PAGE> 22
<TABLE>
<S> <C> <C>
Leasing and Property For leasing an improved Property, or a portion $-0-
Management Fees (General thereof, a commission equal to 7% for the
Partners or an affiliate) first year's rent (net lease) or 6% of the
first year's rent (gross lease) decreasing to
2.5% (net lease) or 2% (gross lease) of the
rent for years eleven through thirty. Upon
development of the Properties, or any of them,
an amount up to 5% of the gross revenues of
the Properties for supervision for the
operation and maintenance of the Properties.
Such leasing and property management fees
shall not exceed the competitive rates that
would be charged by unaffiliated persons.
Interest in Partnership 1% interest in all Partnership allocations of $-0-
Allocation of Each Material Net Income, Net Loss and Distributions of
Item (General Partners) Distributable Cash from Operations and of Cash
from Sale or refinancing of the Properties.
Subordinated Participation A 16.5% interest in all Partnership $-0-
(General Partners) allocations of Net Income and Distributions of
Distributable Cash from Operations and of Cash
from the Sale or Refinancing of the Properties
subordinated to a return of all Limited
Partners' Capital Contributions plus a
cumulative, non-compounded return of 6% per
annum on their Adjusted Capital Contributions.
Subordinated Real Estate Real estate commissions with respect to the $-0-
Commission (General Partners sale of Properties which are equal to the
or an Affiliate) lesser of: (I) 3% of the gross sales price of
a Properties; equal to one-half the normal and
competitive rate charged by unaffiliated
parties, but payment shall be subordinated to
a return of all Limited Partners' Capital
contributions, plus a cumulative,
noncompounded return of 6% per annum on their
Adjusted Capital Contributions.
</TABLE>
SUMMARY OF COMPENSATION. In summary, the Partnership paid securities
brokerage commissions for services performed by TMP Capital Corp. in the sale
of the Units in the amount of $1,170,087 (including due diligence fees) and
reimbursed the General Partners for expenses incurred in organizing the
Partnership and documenting the offering in the amount of $30,567. The General
Partners also received Property Acquisition Fees and real estate brokerage
commissions in the amounts set forth above, and were
22
<PAGE> 23
reimbursed for out of pocket expenditures made in connection with the
acquisition and carrying costs for the Properties or studies related thereto.
During the operating stage, the partnership will pay the General Partners an
annual Partnership Management Fee for managing the Partnership equal to 1/4 of
1% of the cost of the Properties, payable annually in advance with respect to
each Property until such time as the Properties are sold or improvement of the
land commences; provided such fee, in the aggregate, shall not exceed 2% of the
cost of the Properties. At such time, if at all, that the Properties, or any
of them, are developed, the General Partners will receive leasing commissions
as described above, and a property management fee in an amount up to 5% of the
gross property revenues, but not to exceed the competitive rate charged by
nonaffiliated persons providing similar services. The General Partners have a
1% interest in all allocations of Partnership Net Income until the limited
Partners have received allocations of Net Income equal to a cumulative,
noncompounded return of 6% on their Adjusted Capital Contributions (the
"Preferred Return"); and thereafter, the General Partners will have a 16.5%
interest in all Partnership allocations of Net Income, Distributions of
Distributable Cash from Operations, and Cash from Sale or Refinancing of
Partnership Property and the Limited partners will have an 83.5% interest
therein. Net Losses will be allocated to the Partners with positive Capital
Accounts, in accordance with the ratio of their positive Capital Account
balances until no Partner has a positive Capital Account; and thereafter, Net
Losses will be allocated 100% to the General Partners. If the General Partners
or an Affiliate provide a substantial amount of services with respect to the
sale of a Partnership Property, the General Partners or an Affiliate may
receive a real estate commission in an amount up to one-half of the amount of
competitive real estate commissions, not to exceed 3% of the sales price of
such Property. Both the 16.5% General Partners' participation and the
Partners' real estate commission are subordinated to a return of all Limited
Partners' Capital Contribution plus a cumulative, non-compounded return of 6%
per annum on their Adjusted Capital contributions.
Thus, only after the Limited Partners have recovered their Capital
Contributions plus the cumulative 6% return discussed above, will the General
Partners' allocation of Distributions of Distributable Cash from Operations and
Cash from Sale or Refinancing of Partnership Property exceed a nominal 1%
ownership interest therein. Such allocation provides built-in incentive for
the General Partners to seek the optimum performance from the Partnership's
Properties.
CONFLICTS OF INTEREST
The Partnership is subject to various conflicts of interest from its
relationship with the General Partners. These conflicts include, but are not
limited to:
CONFLICTS IN GENERAL. The interests for the Limited Partners may be
inconsistent with those of the General Partners or their Affiliates when the
General Partners must make policy decisions on behalf of the Partnership. The
General Partners, for instance, might not desire to sell a Property when a sale
would be advantageous to the Limited Partners because of the General Partner's
interest in Distributions of Distributable Cash from Operations and Net
Proceeds from the Sale or Refinancing of the Property. Subject in certain
circumstances to the approval of the holders of a majority or other specified
voting percentage of the Units, the General Partners will have the discretion
as to when to sell a Property or portion thereof. The timing of the sale of a
Property or any portion thereof and the terms on which such sale will be made
may result in a conflict of interest. Furthermore, the sale of a Property may
result in the recognition of substantial taxable gain to the General or Limited
Partners in different ratios depending upon
23
<PAGE> 24
three timing of such sale. Accordingly, the decisions as to when to sell a
Property may be advantageous to the General Partners and disadvantageous to the
Limited Partners, or vice versa. The General Partners in any event will be
compelled to make any decisions with respect to the sale or retention of a
Property based upon the best interests of the a Partnership and its Limited
Partners because of the fiduciary duty which they owe to the Limited Partners.
AVAILABILITY OF MANAGEMENT SERVICE. The Partnership will not have
independent management, as it will rely on the General Partners and affiliates
for all its management decisions. Other investment projects in which the
General Partners and affiliates participate, either individually or as a
general partner, real estate broker, or investment adviser, may compete with
the Partnership for the time and resources of the General Partners and their
affiliates. The General Partners will, therefore, have conflicts of interest
in allocating management time, services, and functions among the Partnership
and other existing partnerships and businesses, s well as any partnerships or
business entitles which may be organized in the future. Under the Partnership
Agreement, the General Partners are obligated to devote as much time as they,
in their sole discretion, deem to be reasonably required for the proper
management of the Partnership and its assets. The General Partners believe
that they have the capacity to discharge their responsibilities to the
Partnership notwithstanding participation in other investment programs and
projects.
INTERESTS IN OTHER ACTIVITIES. The General Partners, or any of their
affiliates, may engage for their own account, or for the account of others, in
other business ventures, whether real estate or otherwise, and neither the
Partnership nor any Limited Partner shall be entitled to any interest therein
solely by reason of any relationship with or to each other arising from the
Partnership.
RECEIPT OF COMPENSATION BY THE GENERAL PARTNERS. The payments to the
General Partners set forth above have not been determined by arm's-length
negotiations.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON
FORM 8K
(a) For a listing of financial statements, reference is made to Item 8
included in this Form 10K
(b) The Registrant filed no reports on Form 8K during the fourth quarter
of the fiscal year ended December 31, 1996.
(c) Exhibits - Those Exhibits required by Item 601 of Regulation S-K which
are applicable to the Registrant are as follows:
(3), (4) and (10.1) Agreement of Limited Partnership and other
material agreements are incorporated by
reference to Exhibits (3), (4) and (10.1) to
the Form 10 Registration Statement, SEC
File No. 0-19940 filed on March 12, 1992.
24
<PAGE> 25
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.
Dated: March 14, 1997
TMP INLAND EMPIRE II, LTD.
A California Limited Partnership
By: TMP INVESTMENTS INC., a California corporation
as co-General Partner
By:___________________________________________
William O. Passo, President
By____________________________________________
Anthony W. Thompson, Executive Vice President
By:___________________________________________
Michael C. Sun, Chief Financial Officer
and by TMP Properties, a California General Partnership,
as co-General Partner
By:___________________________________________
William O. Passo, General Partner
By:___________________________________________
Scott E. McDaniel, General Partner
By:___________________________________________
Anthony W. Thompson, General Partner
25
<PAGE> 26
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
<PAGE> 27
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
Table of Contents
Independent Auditor's Report ............................................ 1
Balance Sheets .......................................................... 2
Statements of Income .................................................... 3
Statements of Partners' Capital ......................................... 4
Statements of Cash Flows ................................................ 5
Notes to Financial Statements ........................................... 6-9
Supplementary Information ...............................................10-12
<PAGE> 28
BALSER, HOROWITZ, FRANK & WAKELING
----------------------------------
AN ACCOUNTANCY CORPORATION
CERTIFIED PUBLIC ACCOUNTANTS
Independent Auditor's Report
To the Partners
TMP Inland Empire VI, Ltd.
(A California Limited Partnership)
We have audited the accompanying balance sheets of TMP Inland Empire VI, Ltd. (A
California Limited Partnership) as of December 31, 1996 and 1995, and the
related statements of income, partners' capital, and cash flows for the years
ended December 31, 1996, 1995 and 1994. 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 audits 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 TMP Inland Empire VI, Ltd. (A
California Limited Partnership) as of December 31, 1996 and 1995, and the
results of its operations and its cash flows for the years ended December 31,
1996, 1995 and 1994, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information contained
in Schedule I is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is stated fairly in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Balser, Horowitz, Frank & Wakeling
BALSER, HOROWITZ, FRANK & WAKELING
An Accountancy Corporation
Santa Ana, California
January 20, 1997
3000 WEST MACARTHUR BLVD., SUITE 600, SANTA ANA, CALIFORNIA 92704
-------------------------------------------------------------------------
TELEPHONE (714) 754-1040 - (562) 425-8585 - FAX (714) 754-0362
BRANCH OFFICE: LONG BEACH
MEMBERS: AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND
CALIFORNIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
<PAGE> 29
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
December 31, 1996 and 1995
Assets
------
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Cash $ 81,499 $ 153,911
Note receivable 223,516 227,609
Other receivables 0 180
Investment in unimproved land, at lower of cost or fair value 7,500,000
9,427,903
Organization costs (net of accumulated amortization
of $33,964 in 1996 and $28,049 in 1995) 0 5,915
----------- -----------
Total assets $ 7,805,015 $ 9,815,518
=========== ===========
Liabilities and Partners' Capital
---------------------------------
Due to affiliates $ 569 $ 100
Deferred income 456 2,281
Franchise tax payable 800 800
----------- -----------
Total liabilities 1,825 3,181
----------- -----------
Partners' capital (deficit)
General partners (24,651) (4,560)
Limited partners; 11,500 equity
units authorized and outstanding 7,827,841 9,816,897
----------- -----------
Total partners' capital 7,803,190 9,812,337
----------- -----------
Total liabilities and partners' capital $ 7,805,015 $ 9,815,518
=========== ===========
</TABLE>
See Accompanying Notes and Independent Auditor's Report
-2-
<PAGE> 30
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
For the Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Income
- ------
Sale of property $ 0 $1,121,703 $ 0
Cost of sale 0 (1,508,096) 0
----------- ---------- ------
Loss on sale of property 0 (386,393) 0
Rental income 0 2,100 12,620
Interest income 13,855 4,600 1,103
Other income 0 456 0
----------- ---------- ------
Total income or (loss) 13,855 (379,237) 13,723
----------- ---------- ------
Expenses
- --------
Decline in fair value of unimproved land 2,013,087 0 0
Prior year sale expense 3,200 0 0
Amortization 5,915 6,799 6,800
Rental expense 0 1,987 2,397
----------- ---------- ------
Total expenses 2,022,202 8,786 9,197
----------- ---------- ------
Income or (loss) before income taxes (2,008,347) (388,023) 4,526
State franchise tax 800 800 800
----------- ---------- ------
Net income or (loss) $(2,009,147) $ (388,823) $ 3,726
=========== ========== =======
Allocation of net income or (loss):
General partners, in the aggregate $ (20,091) $ (3,888) $ 37
=========== ========== =======
Limited partners, in the aggregate $(1,989,056) $ (384,935) $ 3,689
=========== ========== =======
Limited partners, per equity unit $ (172.96) $ (33.47) $ .32
=========== ========== =======
</TABLE>
See Accompanying Notes and Independent Auditor's Report
-3-
<PAGE> 31
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL
For the Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
-------- -------- -----
<S> <C> <C> <C>
Partners' capital,
December 31, 1993 $ 1,614 $ 10,428,143 $ 10,429,757
Net income for 1994 37 3,689 3,726
-------- ------------ ------------
Partners' capital,
December 31, 1994 1,651 10,431,832 10,433,483
Distributions for 1995 (2,323) (230,000) (232,323)
Net (loss) for 1995 (3,888) (384,935) (388,823)
-------- ------------ ------------
Partners' capital (deficit),
December 31, 1995 (4,560) 9,816,897 9,812,337
Net (loss) for 1996 (20,091) (1,989,056) (2,009,147)
-------- ------------ ------------
Partners' capital (deficit),
December 31, 1996 $(24,651) $ 7,827,841 $ 7,803,190
======== ============ ============
</TABLE>
See Accompanying Notes and Independent Auditor's Report
-4-
<PAGE> 32
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash flow from operating activities
Net income or (loss) $(2,009,147) $ (388,823) $ 3,726
Adjustments to reconcile net income or (loss)
to net cash used in operating activities:
Increase in carrying costs (85,184) (181,634) (183,656)
Loss on sale of properties 0 386,393 0
Amortization 5,915 6,799 6,800
Increase or (decrease) in due to affiliates 469 (636) 636
(Increase) or decrease in other receivable 180 (180) 0
Increase or (decrease) in interest payable 0 (2,333) 2,333
Increase or (decrease) in property tax payable 0 (57,124) 57,124
Increase or (decrease) in deferred income (1,825) 2,281 0
Decline in fair value of unimproved land 2,013,087 0 0
----------- ----------- ---------
Net cash (used in) operating activities (76,505) (235,257) (113,037)
----------- ----------- ---------
Cash flows from investing activities
Receipt of promissory note 0 (248,000) 0
Note receivable principal reduction 4,093 20,391 0
Proceeds from sale of properties 0 1,121,703 0
----------- ----------- ---------
Net cash provided by investing activities 4,093 894,094 0
----------- ----------- ---------
Cash flow from financing activities
Distributions to partners 0 (232,323) 0
Reduction of line-of-credit debt 0 0 (161,729)
Borrowings through note payable 0 0 350,000
Reduction in note payable 0 (350,000) 0
----------- ----------- ---------
Net cash provided by (used in)financing activities 0 (582,323) 188,271
----------- ----------- ---------
Net increase or (decrease) in cash (72,412) 76,514 75,234
Cash, beginning of year 153,911 77,397 2,163
----------- ----------- ---------
Cash, end of year $ 81,499 $ 153,911 $ 77,397
=========== =========== =========
Supplemental disclosures of cash flow information
- -------------------------------------------------
Income taxes paid $ 800 $ 800 $ 800
=========== =========== =========
Interest paid $ 0 $ 27,300 $ 23,568
=========== =========== =========
</TABLE>
Other disclosures
- -----------------
The Partnership had non-cash investing activities (see Note 6), but it did not
have any non-cash financing activities. It did not have any short-term highly
liquid investments during the years ended December 31, 1996, 1995, or 1994.
See Accompanying Notes and Independent Auditor's Report
-5-
<PAGE> 33
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
Note 1 - Summary of significant accounting policies
Accounting Method - The Partnership's policy is to prepare its
financial statements on the accrual basis of accounting.
Organization Costs - Organization costs include expenses incurred in
the formation of the Partnership that have been capitalized and that
are being amortized over a period of 40 years prior to 1992 and 5 years
beginning in 1992.
Investment in Unimproved Land - Investment in unimproved land is stated
at lower of cost or fair value (see Note 10). All costs associated with
the acquisition of a property are capitalized. Additionally, the
Partnership capitalizes all carrying costs (such as interest expense
and property taxes.) These costs are added to the cost of the
properties and are deducted from the sales prices to determine gains
when properties are sold.
Syndication Costs -Syndication costs (such as commissions, printing,
and legal fees) totaling $1,231,617 represent costs incurred to raise
capital and, accordingly, are recorded as a reduction in partners'
capital (see Note 3).
Income Taxes - The entity is treated as a partnership for income tax
purposes and any income or loss is passed through and taxable to the
individual partners. Accordingly, there is no provision for federal
income taxes in the accompanying financial statements. However, the
minimum California Franchise tax due by the Partnership at December 31,
1996 and 1995 is $800.
Cash and Cash Equivalents - For purposes of the statements of cash
flows, the Partnership considers all cash in banks and all highly
liquid investments with a maturity of three months or less to be cash
equivalents.
Estimates - In preparing financial statements in conformity with
generally accepted accounting principles, management is required to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ from
these estimates.
Concentration - All unimproved land parcels held for investment are
located in the Inland Empire area of Southern California. The eventual
sales price of all parcels is highly dependent on the real estate
market condition. The Partnership attempts to mitigate any potential
risk by monitoring the market condition and holding the land parcels
until the real estate market recovers.
See Independent Auditor's Report
-6-
<PAGE> 34
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
Note 2 - Organization of the Partnership
On March 20, 1990, the Partnership was formed with TMP Properties (A
California General Partnership) and TMP Investments, Inc. (A California
Corporation) as the general partners. The partners of TMP Properties
are William O. Passo, Anthony W. Thompson and Scott E. McDaniel.
William O. Passo and Anthony W. Thompson were the shareholders of TMP
Investments, Inc. until October 1, 1995, when they sold their shares to
TMP Group, Inc. and then became the shareholders of TMP Group, Inc.
The Partnership originally acquired eleven separate parcels of
unimproved real property in Riverside and San Bernardino Counties,
California. The properties are to be held for investment, appreciation,
and ultimate sale and/or improvement of all or a portion thereof,
either alone or in conjunction with a joint venture partner. During
1995, the Partnership sold one parcel and a portion of another parcel.
The partnership agreement provides for two types of investments:
Individual Retirement Accounts (IRA) and others. The IRA minimum
purchase requirement was $2,000 and all others were a minimum purchase
requirement of $5,000. The maximum liability of the limited partners is
the amount of their capital contribution.
Note 3 -Partners' contributions
The Partnership offered for sale 11,500 units at $1,000 each to
qualified investors. As of December 31, 1990, all 11,500 units had been
sold for total limited partner contributions of $11,500,000. There have
been no contributions made by the general partners. As described in
Note 1, syndication costs have been recorded as a reduction in
partners' capital.
Note 4 - Allocation of profits, losses and cash distributions
Profits, losses and cash distributions are allocated 99% to the limited
partners and 1% to the general partners until the limited partners have
received an amount equal to their capital contributions plus a
cumulative, non-compounded return of 6% per annum on their adjusted
capital contributions. At that point, the limited partners are
allocated 83.5% and the general partners 16.5% of profits, losses and
cash distributions. In 1995, a distribution of $232,323 was made from
the sale of the land parcels. There were no distributions in 1996 or
1994.
See Independent Auditor's Report
-7-
<PAGE> 35
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
Note 5 - Related party transactions
Syndication costs (see Note 1) netted against partners' capital
contributions include $1,150,000 in selling commissions paid in prior
years to TMP Capital Corp. for the sale of partnership units of which a
portion was then paid to unrelated registered representatives. William
O. Passo and Anthony W. Thompson were the shareholders of TMP Capital
Corp. until October 1, 1995, when they sold their shares to TMP Group,
Inc.
Investment in unimproved land includes acquisition fees of $650,000
paid in prior years to TMP Properties and TMP Investments, Inc., the
general partners, for services rendered in connection with the
acquisition of the properties.
The Partnership paid $19,774, $22,663 and $22,663 in partnership
management fees to the general partners during the years ended December
31, 1996, 1995 and 1994, respectively.
The Partnership was also charged $11,126, $11,247 and $8,641 during the
years ended December 31, 1996, 1995 and 1994, respectively, by the
general partner and an affiliated company of the general partner for
office, secretarial and advertising expenses. At December 31, 1996 and
1995 the Partnership had a payable of $569 and $100, respectively, to
the general partner and the affiliated company.
Note 6 - Note Receivable
During August 1995 the Partnership sold a parcel of land and took back
a note for $248,000. The note was secured by a deed of trust and was
due on August 29, 2002. Interest was 7% per annum, and the note
provided for monthly payments of $6,500 for the months of September,
1995 through December, 1995, and $2,000 per month starting January 1,
1996. The note is in default as of December 31, 1996. The Partnership
is in the process of foreclosing on the collateral property.
Note 7 - Note payable
During 1994 the Partnership borrowed $350,000 from a private party. The
note was secured by a first trust deed on property owned by the
Partnership and paid 12% per annum interest only in monthly
installments of $3,500. In 1995, the Partnership sold the land parcel
and the cash proceeds were used to pay off the note.
See Independent Auditor's Report
-8-
<PAGE> 36
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
Note 8 - Contingency
The Partnership entered into a loan agreement with an outside party who
provided engineering services for a land parcel. The loan of $108,408
was secured by a deed of trust and accrued interest at 10% per annum.
The interest was payable on or before March 1, 1996. The principal
amount was payable upon sale of the land. In August 1995, the
Partnership sold the land parcel and the new owner assumed the loan.
However, the loan was guaranteed by the Partnership, the three general
partners of TMP Properties, and TMP Properties, a general partnership.
During 1996, the new owner defaulted on the loan. Presently, the
Partnership is in the process of foreclosing on the property.
Negotiations are underway where the Partnership will issue a note
payable, secured by a first deed of trust on the property, to the
outside party, upon receipt of the title of the property.
Note 9 - Sale and related cost of property sold
The following summarizes property sold in 1995:
<TABLE>
<CAPTION>
Palm Desert
and Adelanto
------------
<S> <C>
Sale price $1,121,703
----------
Cost of parcel 1,212,417
Development costs 31,426
Acquisition fees 88,374
Carrying costs 125,161
Closing costs and other 50,718
----------
Total cost 1,508,096
----------
Loss on sale of property $ (386,393)
==========
</TABLE>
Note 10 - Decline in the fair value of investment in unimproved land
As of December 31, 1996, the total carrying amount of the investment in
unimproved land was reduced by $2,013,087. This reduction represents
the decline in fair value, as determined by the general partners, and
is due mainly to the downturn in Southern California's real estate
market and slow recovery.
See Independent Auditor's Report
-9-
<PAGE> 37
SUPPLEMENTARY INFORMATION
<PAGE> 38
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
SCHEDULE I - REAL ESTATE AND ACCUMULATED DEPRECIATION
(SCHEDULE XI, RULE 12-28, FOR SEC REPORTING PURPOSES)
For the Year Ended December 31, 1996
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
COSTS CAPITALIZED
SUBSEQUENT Gross
TO ACQUISITION amount
------------------------------ at which
Initial Carrying Carried at
Description of Assets Encumbrances Costs Improvements Costs Year-End
--------------------- ------------ ----- ------------ ----- --------
<S> <C> <C> <C> <C> <C>
Unimproved land - San Jacinto, CA -0- $1,560,977 -0- $163,819 $1,724,796
Unimproved land - Rancho Cal., CA -0- 1,744,082 -0- 151,235 1,895,317
Unimproved land - Palm Desert, CA -0- 3,534,200 -0- 333,862 3,868,062
Unimproved land - Perris, CA -0- 171,386 -0- 19,614 191,000
Unimproved land - Perris, CA -0- 246,869 -0- 25,546 272,415
Unimproved land - Perris, CA -0- 159,823 -0- 11,858 171,681
Unimproved land - Perris, CA -0- 237,466 -0- 22,577 260,043
Unimproved land - Elsinore, CA -0- 442,302 177 43,217 485,696
Unimproved land - Elsinore, CA -0- 97,000 4,580 8,907 110,487
Unimproved land - Adelanto, CA -0- 477,783 -0- 55,807 533,590
--- ---------- ------ -------- ----------
-0- $8,671,888 $4,757 $836,442 $9,513,087
=== ========== ====== ======== ==========
Reconciliation of carrying amount
- ---------------------------------
Beginning balance $9,427,903
Additions
Initial costs $ -0-
Carrying costs 85,184
-------
Total additions 85,184
----------
9,513,087
Allowance for decline in fair
value of unimproved land (2,013,087)
----------
Ending balance $7,500,000
==========
</TABLE>
<TABLE>
<CAPTION>
COLUMN F COLUMN G COLUMN H COLUMN I
Estimated
Accumulated Date of Date Depreciable
Description of Assets Depreciation Construction Acquired Life
--------------------- ------------ ------------ -------- ----
<S> <C> <C> <C> <C>
Unimproved land - San Jacinto, CA -0- n/a 6/21/90 n/a
Unimproved land - Rancho Cal., CA -0- n/a 7/12/90 n/a
Unimproved land - Palm Desert, CA -0- n/a 6/15/90 n/a
Unimproved land - Perris, CA -0- n/a 1/30/90 n/a
Unimproved land - Perris, CA -0- n/a 7/9/90 n/a
Unimproved land - Perris, CA -0- n/a 4/16/90 n/a
Unimproved land - Perris, CA -0- n/a 10/31/90 n/a
Unimproved land - Elsinore, CA -0- n/a 9/19/90 n/a
Unimproved land - Elsinore, CA -0- n/a 8/31/90 n/a
Unimproved land - Adelanto, CA -0- n/a 5/25/90 n/a
-0-
===
</TABLE>
-10-
<PAGE> 39
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
SCHEDULE I - REAL ESTATE AND ACCUMULATED DEPRECIATION
(SCHEDULE XI, RULE 12-28, FOR SEC REPORTING PURPOSES)
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
COSTS CAPITALIZED
SUBSEQUENT Gross
TO ACQUISITION amount
------------------------------ at which
Initial Carrying Carried at
Description of Assets Encumbrances Costs Improvements Costs Year-End
--------------------- ------------ ----- ------------ ----- --------
<S> <C> <C> <C> <C> <C>
Unimproved land - San Jacinto, CA -0- $1,560,977 -0- $155,501 $1,716,478
Unimproved land - Rancho Cal., CA -0- 1,744,082 -0- 132,684 1,876,766
Unimproved land - Palm Desert, CA -0- 3,534,200 -0- 294,142 3,828,342
Unimproved land - Perris, CA -0- 171,386 -0- 17,503 188,889
Unimproved land - Perris, CA -0- 246,869 -0- 22,227 269,096
Unimproved land - Perris, CA -0- 159,823 -0- 10,432 170,255
Unimproved land - Perris, CA -0- 237,466 -0- 20,398 257,864
Unimproved land - Elsinore, CA -0- 442,302 177 39,988 482,467
Unimproved land - Elsinore, CA -0- 97,000 4,580 8,295 109,875
Unimproved land - Adelanto, CA -0- 477,783 -0- 50,088 527,871
--- ---------- ------ -------- ----------
-0- $8,671,888 $4,757 $751,258 $9,427,903
=== ========== ====== ======== ==========
Reconciliation of carrying amount
- ---------------------------------
Beginning balance $10,754,365
Additions
Improvements $ 177
Carrying costs 181,457
----------
Total additions 181,634
-----------
Deductions
Initial costs 1,331,996
Improvements 220
Carrying costs 175,880
---------
Total deductions 1,508,096
-----------
Ending balance $ 9,427,903
===========
</TABLE>
<TABLE>
<CAPTION>
COLUMN F COLUMN G COLUMN H COLUMN I
Estimated
Accumulated Date of Date Depreciable
Description of Assets Depreciation Construction Acquired Life
--------------------- ------------ ------------ -------- ----
<S> <C> <C> <C> <C>
Unimproved land - San Jacinto, CA -0- n/a 6/21/90 n/a
Unimproved land - Rancho Cal., CA -0- n/a 7/12/90 n/a
Unimproved land - Palm Desert, CA -0- n/a 6/15/90 n/a
Unimproved land - Perris, CA -0- n/a 1/30/90 n/a
Unimproved land - Perris, CA -0- n/a 7/9/90 n/a
Unimproved land - Perris, CA -0- n/a 4/16/90 n/a
Unimproved land - Perris, CA -0- n/a 10/31/90 n/a
Unimproved land - Elsinore, CA -0- n/a 9/19/90 n/a
Unimproved land - Elsinore, CA -0- n/a 8/31/90 n/a
Unimproved land - Adelanto, CA -0- n/a 5/25/90 n/a
---
-0-
===
</TABLE>
-11-
<PAGE> 40
TMP INLAND EMPIRE VI, LTD.
(A CALIFORNIA LIMITED PARTNERSHIP)
SCHEDULE I - REAL ESTATE AND ACCUMULATED DEPRECIATION
(SCHEDULE XI, RULE 12-28, FOR SEC REPORTING PURPOSES)
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
COSTS CAPITALIZED
SUBSEQUENT Gross
TO ACQUISITION amount
-------------------------------- at which
Initial Carrying Carried at
Description of Assets Encumbrances Costs Improvements Costs Year-End
--------------------- ------------ ----- ------------ ----- --------
<S> <C> <C> <C> <C> <C>
Unimproved land - San Jacinto, CA -0- $ 1,560,977 -0- $126,692 $ 1,687,669
Unimproved land - Rancho Cal., CA -0- 1,744,082 -0- 109,855 1,853,937
Unimproved land - Palm Desert, CA -0- 4,090,983 -0- 294,445 4,385,428
Unimproved land - Perris, CA -0- 171,386 -0- 14,217 185,603
Unimproved land - Perris, CA -0- 246,869 -0- 17,861 264,730
Unimproved land - Perris, CA -0- 159,823 -0- 9,349 169,172
Unimproved land - Perris, CA -0- 237,466 -0- 18,680 256,146
Unimproved land - Elsinore, CA -0- 442,302 -0- 31,404 473,706
Unimproved land - Elsinore, CA -0- 97,000 4,580 6,960 108,540
Unimproved land - Adelanto, CA -0- 775,213 220 73,532 848,965
Unimproved land - Adelanto, CA -0- 477,783 -0- 42,686 520,469
--- ----------- ------ -------- -----------
-0- $10,003,884 $4,800 $745,681 $10,754,365
=== =========== ====== ======== ===========
Reconciliation of carrying amount
- ---------------------------------
Beginning balance $10,570,709
Additions
Improvements $ 4,800
Carrying costs 178,856
--------
Total additions 183,656
-----------
Ending balance $10,754,365
===========
</TABLE>
<TABLE>
<CAPTION>
COLUMN F COLUMN G COLUMN H COLUMN I
Estimated
Accumulated Date of Date Depreciable
Description of Assets Depreciation Construction Acquired Life
--------------------- ------------ ------------ -------- ----
<S> <C> <C> <C> <C>
Unimproved land - San Jacinto, CA -0- n/a 6/21/90 n/a
Unimproved land - Rancho Cal., CA -0- n/a 7/12/90 n/a
Unimproved land - Palm Desert, CA -0- n/a 6/15/90 n/a
Unimproved land - Perris, CA -0- n/a 1/30/90 n/a
Unimproved land - Perris, CA -0- n/a 7/9/90 n/a
Unimproved land - Perris, CA -0- n/a 4/16/90 n/a
Unimproved land - Perris, CA -0- n/a 10/31/90 n/a
Unimproved land - Elsinore, CA -0- n/a 9/19/90 n/a
Unimproved land - Elsinore, CA -0- n/a 8/31/90 n/a
Unimproved land - Adelanto, CA -0- n/a 7/23/90 n/a
Unimproved land - Adelanto, CA -0- n/a 5/25/90 n/a
---
-0-
===
</TABLE>
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000885046
<NAME> TMP INLAND EMPIRE VI, LTD.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 81,499
<SECURITIES> 0
<RECEIVABLES> 223,516
<ALLOWANCES> 0
<INVENTORY> 7,500,000
<CURRENT-ASSETS> 7,805,015
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,805,015
<CURRENT-LIABILITIES> 1,825
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7,803,190
<TOTAL-LIABILITY-AND-EQUITY> 7,805,015
<SALES> (3,646)
<TOTAL-REVENUES> (3,646)
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,615
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,261)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 2,013,087
<CHANGES> 0
<NET-INCOME> (2,018,348)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
