<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
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 Number 033-73270
--------------
Commission File Number 033-73270-1
--------------
TRANSTAR HOLDINGS, L.P.
TRANSTAR CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3486874
DELAWARE 13-3745313
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
345 PARK AVENUE
NEW YORK, NY 10154
(Address and zip code of principal executive offices)
(212) 935-2626
(Registrant's telephone number, including area code)
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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<PAGE> 2
Transtar Holdings, L.P.
Transtar Capital Corporation
Form 10-Q
Quarterly Period Ended March 31, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
A. TRANSTAR HOLDINGS, L.P.
Consolidated Balance Sheet 3
Consolidated Statements of Operations and Partners' Equity 4
Consolidated Statement of Cash Flows 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Quantitative and Qualitative Disclosures About Market Risk 8
B. TRANSTAR, INC.
Consolidated Balance Sheet 9
Consolidated Statements of Income and Retained Earnings 10
Consolidated Statement of Cash Flows 11
Notes to Consolidated Financial Statements 12
Management's Discussion and Analysis of Financial
Condition and Results of Operations 13
Quantitative and Qualitative Disclosures About Market Risk 14
PART II - OTHER INFORMATION 15
SIGNATURE 16
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
A. TRANSTAR HOLDINGS, L.P.
TRANSTAR HOLDINGS, L.P.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------- ------------
(dollars in thousands)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 303 $ 299
Other current assets -- 10
-------- --------
Total current assets 303 309
Restricted cash 50,602 49,846
Investment in Transtar 82,427 81,340
Other assets 2,706 2,891
-------- --------
Total assets $136,038 $134,386
======== ========
LIABILITIES
Current liabilities:
Accounts payable and other current liabilities $ 431 $ 389
Accrued interest 8,588 1,296
-------- --------
Total current liabilities 9,019 1,685
Long-term debt 218,080 218,080
-------- --------
Total liabilities 227,099 219,765
PARTNERS' EQUITY (DEFICIT) (91,061) (85,379)
-------- --------
Total liabilities and partners' equity $136,038 $134,386
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 4
TRANSTAR HOLDINGS, L.P.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the quarter ended
March 31,
-------------------------
2000 1999
-------- --------
(dollars in thousands)
<S> <C> <C>
Revenues $ -- $ --
Operating expenses:
Selling, general and administrative expenses 52 46
-------- --------
Operating loss (52) (46)
Interest income 760 590
Interest and other financial expenses (7,477) (6,591)
-------- --------
Loss before equity in earnings of Transtar (6,769) (6,047)
Equity in earnings of Transtar 1,087 (1,403)
-------- --------
Net loss $ (5,682) $ (7,450)
======== ========
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
(UNAUDITED)
Partners' equity (deficit), beginning of period $(85,379) $(87,432)
Net loss (5,682) (7,450)
Other adjustments to partners' equity -- (272)
-------- --------
Partners' equity (deficit), end of period $(91,061) $(95,154)
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
TRANSTAR HOLDINGS, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the quarter ended
March 31,
------------------------
2000 1999
------- -------
(dollars in thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(5,682) $(7,450)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Non-cash interest and other financial expenses 185 6,591
Non-cash interest income (756) (587)
Equity in earnings of Transtar (1,087) 1,403
Changes in:
Accrued interest 7,292 --
Accounts payable 42 37
Other assets and liabilities 10 9
------- -------
Net cash provided by operating activities 4 3
------- -------
INVESTING ACTIVITIES:
Net cash provided by investing activities -- --
------- -------
FINANCING ACTIVITIES:
Distribution to partners -- --
Withdrawal from restricted cash -- --
------- -------
Net cash provided by financing activities -- --
------- -------
Increase in cash and cash equivalents 4 3
Cash and cash equivalents at beginning of period 299 286
------- -------
Cash and cash equivalents at end of period $ 303 $ 289
======= =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 6
TRANSTAR HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2000
NOTE 1: BASIS OF FINANCIAL STATEMENT PRESENTATION:
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial statements
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all normal recurring adjustments considered
necessary for a fair statement of the results of operations for the three month
period ended March 31, 2000 have been included. The results of operations for
the three month period ended March 31, 2000 are not necessarily indicative of
the results of operations for the full year. When reading the financial
information contained in this quarterly report, reference should be made to the
financial statements, schedules and notes contained in Transtar Holdings, L.P.'s
(Holdings) Annual Report on Form 10-K for the year ended December 31, 1999.
Transtar Capital Corporation (TCC), a subsidiary of Holdings, is a shell
corporation which has nominal assets and no liabilities, operations or cash
flows. Accordingly, the financial statements of TCC are not presented because
they do not provide material information to investors.
NOTE 2: LONG-TERM DEBT:
On December 7, 1993, Holdings and TCC (Issuers) issued $218 million aggregate
principal of 13.375% Senior Discount Notes due December 15, 2003 (Notes). The
Notes are the joint and several obligations of the Issuers. An original issue
discount of $118 million was amortized over a six-year period commencing
December 15, 1993 and ending December 15, 1999. Interest will be payable in cash
semi-annually in arrears on June 15 and December 15 commencing on June 15, 2000.
The Notes have a principal at maturity of $218 million. The carrying value
represents the principal at maturity. The Notes are not guaranteed by Transtar,
Inc. (Transtar) or any of its subsidiaries and are subordinated to all existing
and future liabilities of the Issuers' subsidiaries. Interest expense
attributable to the Notes was $7.3 million and $6.4 million in the first quarter
of 2000 and 1999, respectively.
In accordance with an Indenture relating to the issuance of the Notes (the Notes
Indenture) certain dividends received from Transtar were paid into an escrow
account. Funds in the escrow account are invested in cash equivalents and may
only be released to pay interest and principal on the Notes, make certain
payments permitted under the Notes Indenture, purchase or optionally redeem
Notes or to pay administrative expenses of Holdings. As of March 31, 2000, the
escrow balance is $50.2 million. Interest earned on the escrow balance was $0.8
million and $0.6 million in the first quarter of 2000 and 1999, respectively.
NOTE 3: PARTNERS' EQUITY (DEFICIT)
In the first quarter of 1999, Holdings recorded an adjustment to Partners'
Equity (Deficit) of $(0.3) million. This adjustment was recorded as a result of
changes in ownership related to Transtar treasury stock transactions with its
Management Stock Trusts.
6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations includes an analysis of Holdings' equity investment in Transtar, Inc.
(Transtar). Holdings is a Delaware limited partnership. It was originally formed
in 1988 as Blackstone Transportation Partners L. P. (BTP) for the sole purpose
of holding voting and nonvoting stock of Transtar. BTP was renamed Transtar
Holdings, L. P. in November 1993. Holdings' net earnings are derived primarily
from its 54.0 percent economic interest in Transtar and interest expense related
to certain Senior Discount Notes (Notes) issued in 1993. The following
discussion should be read in conjunction with Holdings' Consolidated Financial
Statements and the notes related hereto included within this filing.
Transtar Holdings L.P. Results
For the Three Months ended March 31, 2000
Compared to the
Three Months ended March 31, 1999
Overall
Holdings recorded a net loss of $5.7 million in the first quarter of 2000. This
represents a $1.8 million favorable change from the $7.5 million net loss
recorded during the same period of 1999. Holdings' results include its equity
investment in Transtar. For a discussion of results of operations of Transtar,
see "Management's Discussion and Analysis of Financial Condition and Results of
Operations" for Transtar, Inc.
Revenues and Expenses
Holdings did not record any revenues in the first quarter of 2000 or 1999.
Holdings' selling, general and administrative expenses of $52,000 during the
first three months of 2000 were slightly higher than those incurred during the
first quarter of 1999. Equity in earnings of Transtar and interest income
improved from the first quarter of 1999 by $2.5 million and $0.2 million,
respectively. Interest and other financial expense increased during the first
quarter by $0.9 million to $7.5 million when compared to the similar period in
the prior year.
Liquidity and Capital Resources
In accordance with an Indenture relating to the issuance of the Notes (the Notes
Indenture) certain dividends received from Transtar were paid into an escrow
account. Transtar declared no dividends during 1999 or the first quarter of
2000. As of March 31, 2000 the balance in the escrow account is $50.2 million.
During the first quarter of 2000, Holdings earned $0.8 million in interest from
the balance in the escrow account, an increase of $0.2 million from the amount
earned in the first quarter of 1999.
Funds in the escrow account are invested in cash equivalents and may only be
released to pay interest and principal on the Notes, make certain payments
permitted under the Notes Indenture, purchase or optionally redeem Notes or to
pay administrative expenses of Holdings. On June 15, 2000, a cash interest
payment will be due for the period commencing December 15, 1999 and ending on
June 15, 2000. Cash interest will thereafter be payable semi-annually in arrears
on June 15 and December 15 of each year. The first interest payment on the Notes
will be in the approximate amount of $14.6 million. Funds currently in the
escrow account will be sufficient to make the first three semi-annual interest
payments on the Notes. When funds in the escrow account have been expended,
Holdings will be required to seek additional sources of funds in order to make
future interest payments on the Notes. Holdings cannot give any assurances that
they will be able to obtain additional funds in order to make such interest
payments.
7
<PAGE> 8
In the past Holdings has received dividends from Transtar in respect of the
Common Stock of Transtar held by Holdings. These dividends and interest earned
thereon have been the source of substantially all of the money currently on
deposit in the escrow account. Future dividends of Transtar are governed by
Transtar's bylaws that require unanimous approval by the Company's directors to
declare a dividend or other distribution (absent a decision by an independent
consultant breaking a deadlocked vote). Holdings and USX each have the right,
pursuant to a Stockholders Agreement dated as of December 28, 1988, as amended
(the Stockholders' Agreement), to designate certain directors to the board of
directors of the Company. As such, Holdings' ability to cause the Company to
declare and pay a dividend or other distribution is dependent upon the
concurrence of USX and no assurances can be given that USX will concur in the
declaration and payment of such dividends or that any such dividends will
actually be declared and paid or that, if declared and paid, any such dividends
will be sufficient to fund the remaining payments due under the Notes. The only
business activity of Holdings is its investment in Transtar.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
8
<PAGE> 9
B. TRANSTAR, INC.
TRANSTAR, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
--------- ------------
(dollars in thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 18,867 $ 14,274
Accounts receivable from related parties 15,928 20,921
Accounts receivable from others 54,191 62,017
Other current assets 18,809 11,049
-------- --------
Total current assets 107,795 108,261
Property, plant, and equipment,
less accumulated depreciation 415,572 417,902
Operating parts and supplies 16,011 14,344
Other assets 18,318 21,690
-------- --------
Total assets $557,696 $562,197
======== ========
LIABILITIES
Current liabilities:
Accounts payable $ 74,351 $ 75,047
Payroll and benefits payable 37,500 39,059
Accrued taxes 10,560 13,447
Accrued interest 1,187 1,299
Current portion of long-term debt 105,000 110,000
Other current liabilities 5,911 1,560
-------- --------
Total current liabilities 234,509 240,412
Long-term debt less current portion -- --
Postretirement benefits other than pensions 113,201 112,589
Deferred credits and other liabilities 56,040 57,281
-------- --------
Total liabilities 403,750 410,282
STOCKHOLDERS' EQUITY
Common stock 1,000 1,000
Paid-in capital 28,601 28,601
Retained earnings 141,773 139,742
Treasury stock (17,428) (17,428)
-------- --------
Total stockholders' equity 153,946 151,915
-------- --------
Total liabilities and stockholders' equity $557,696 $562,197
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
9
<PAGE> 10
TRANSTAR, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the quarter ended
March 31,
-----------------------
2000 1999
-------- --------
(dollars in thousands)
<S> <C> <C>
Revenues from related parties $ 52,913 $42,717
Revenues from others 46,536 41,614
-------- -------
Total revenues 99,449 84,331
-------- -------
Operating expenses (excluding items shown below) 84,011 77,210
Selling, general, and administrative expenses 2,796 2,788
Depreciation 6,996 6,336
-------- -------
Total operating expenses 93,803 86,334
-------- -------
Operating income (loss) 5,646 (2,003)
Other income (expense) (226) 320
Interest income 196 183
Interest and other financial expenses (2,344) (2,243)
-------- -------
Income (loss) before income taxes 3,272 (3,743)
Less provision (benefit) for income taxes 1,241 (1,091)
-------- -------
Net income (loss) $ 2,031 $(2,652)
======== =======
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(UNAUDITED)
Retained earnings beginning of period $139,742 $85,577
Net income (loss) 2,031 (2,652)
-------- -------
Retained earnings end of period $141,773 $82,925
======== =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
10
<PAGE> 11
TRANSTAR, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the quarter ended
March 31,
----------------------
2000 1999
------- -------
(dollars in thousands)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 2,031 $(2,652)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation 6,996 6,336
Amortization 142 69
Deferred taxes (368) (211)
Gain on sale of assets (28) (87)
Changes in other assets and liabilities 5,197 3,491
------- -------
Net cash provided by operating activities 13,970 6,946
------- -------
INVESTING ACTIVITIES:
Capital expenditures (5,125) (3,266)
Proceeds from the sale of assets 748 30
------- -------
Net cash used for investing activities (4,377) (3,236)
------- -------
FINANCING ACTIVITIES:
Repayment of debt (5,000) (3,000)
Payments to acquire Treasury Stock -- --
------- -------
Net cash used for financing activities (5,000) (3,000)
------- -------
Increase in cash and cash equivalents 4,593 710
Cash and cash equivalents at beginning of period 14,274 21,428
------- -------
Cash and cash equivalents at end of period $18,867 $22,138
======= =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
11
<PAGE> 12
TRANSTAR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2000
NOTE 1: BASIS OF FINANCIAL STATEMENT PRESENTATION:
Separate consolidated financial statements of Transtar are included in this 10-Q
because Transtar is a majority owned subsidiary of Holdings which is not
consolidated in the consolidated financial statements of Holdings. The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial statements
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all normal recurring adjustments considered
necessary for a fair statement of the results of operations for the three month
period ended March 31, 2000 have been included. The results of operations for
the three month period ended March 31, 2000 are not necessarily indicative of
the results of operations for the full year. When reading the financial
information contained in this quarterly report, reference should be made to the
Transtar financial statements, schedules and notes contained in Holdings' Annual
Report on Form 10-K for the year ended December 31, 1999.
NOTE 2: OPERATING SEGMENTS:
Transtar consists of two reportable segments: Railroad Group and Marine Group.
Summarized financial information concerning reportable segments is shown on the
following table. The "Other" column includes non-allocated corporate related
items and the elimination of inter-business unit transactions.
<TABLE>
<CAPTION>
Railroad Marine
Group Group Other Total
-------- -------- ------ --------
(dollars in thousands)
<S> <C> <C> <C> <C>
For the three months ended March 31, 2000
- -----------------------------------------
Revenues - external customers $ 79,152 $ 20,297 $ -- $ 99,449
Income (loss) before income taxes 7,871 (4,630) 31 3,272
As of March 31, 2000
- --------------------
Total Assets $419,348 $161,467 $(23,119) $557,696
For the three months ended March 31, 1999
- -----------------------------------------
Revenues - external customers $ 74,774 $ 9,557 $ -- $ 84,331
Income (loss) before income taxes 5,588 (9,342) 11 (3,743)
As of December 31, 1999
- -----------------------
Total assets $423,800 $163,650 $(25,253) $562,197
</TABLE>
12
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Transtar, Inc. Results
For the Three Months ended March 31, 2000
Compared to the
Three Months ended March 31, 1999
Overall
Transtar is a transportation holding company composed of two segments: the
Railroad Group and the Marine Group. Transtar reported net income for the
quarter ending March 31, 2000 of $2.0 million. Transtar's operating income of
$5.6 million recorded in the first quarter of 2000 represents a $7.6 million
favorable change when compared with the same period of 1999. Increased tons
carried, additional employment costs and escalated fuel prices impacted
Transtar's first quarter 2000 operating results.
Operating Revenues
Operating revenues totaled $99.4 million in the first quarter of 2000, an
increase of $15.1 million from the first quarter of 1999. The Railroad Group's
operating revenues improved by $4.4 million while the Marine Group's revenues
increased by $10.7 million. The operating revenue increase between these two
periods was created by the haulage of higher volumes of steel, and steel related
business driven by increased demand for domestically produced steel. Additional
transportation of coal for export to Asian markets coupled with increased
consumption of coal by domestic utilities served by Transtar contributed to the
revenue gain.
Operating Expenses
Transtar's operating expenses increased $7.5 million during the first quarter of
2000, when compared to the same period of 1999. The Railroad Group's operating
expenses increased by $2.7 million for the first quarter of 2000 to $70.2
million. These increased costs were driven by higher employment costs associated
with increased business volumes and an 85 percent ($1.3 million) increase in
fuel prices. Partially offsetting these increases was a $1.3 million (60
percent) improvement in car hire earnings (a contra to cost) due to additional
off-line loadings for Transtar's freight car fleet. The Marine Group's first
quarter operating costs increased by $4.9 million to $23.7 million in the first
quarter of 2000, primarily as a result of additional employment costs, increased
fuel consumption, increased fuel prices and additional usage of charter service
for the movement of ore and coke.
Other Income, net
Transtar's other income, net, declined by $0.6 million during the first quarter
of 2000 when compared with the first three months of 1999. Interest and other
financial expense recorded during the first quarter of 2000 was $2.3 million, or
$0.1 million more than the same period in 1999. Other miscellaneous income
decreased by $0.5 million, primarily due to reduced equity income recorded by
the Marine Group.
Provision for Income Taxes
Transtar's provision for income taxes increased $2.3 million during the first
quarter of 2000, when compared to the same period of 1999, directly as a result
of higher before tax earnings in 2000.
13
<PAGE> 14
Liquidity and Capital Resources
Transtar's cash and temporary investments were $18.9 million at March 31, 2000,
or $3.3 million less than at the end of the first quarter of 1999, but $4.6
million more than December 31, 1999. Cash flow from operating activities during
the three months ended March 31, 2000 was $14.0 million or $7.0 million more
than was generated during the same period of 1999. Contributing to this increase
were higher business activity levels, which produced a $4.7 million improvement
in net income. Gross capital expenditures were $5.1 million in the first quarter
of 2000, an increase of $1.9 million from the same period of 1999. Proceeds from
the disposition of assets were $0.7 million more in the first quarter of 2000
than in the first quarter of 1999.
In August 1999 Transtar amended and restated its original Credit Agreement to
acquire additional term loans in the amount of $45.0 million to finance the
purchase of a tug barge lake vessel that was previously operated under a
long-term lease. This restated term loan facility was collateralized by the
stock of Transtar's subsidiaries.
During the first quarter of 2000, Transtar retired $5.0 million of debt compared
to $3.0 million retired during the first three months of 1999. Since a December
7, 1993 refinancing, Transtar has retired $385.0 million. Including the August
1999 borrowing, Transtar has a remaining balance of $105.0 million on its term
loan obligations. Only nominal letters of credit are currently outstanding
against Transtar's $25.0 million Revolving Credit Facility.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
14
<PAGE> 15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Holdings and TCC had no reportable events of material pending legal proceedings
other than ordinary routine litigation incidental to the business during the
three month period ended March 31, 2000.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on 8-K
Holdings and TCC did not file any Current Reports on Form 8-K during the
quarter ended March 31, 2000.
15
<PAGE> 16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: May 11, 2000
TRANSTAR HOLDINGS, L.P.
TRANSTAR CAPITAL CORPORATION
By: /s/ Howard A. Lipson
---------------------------
Howard A. Lipson, Treasurer
16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 303
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 303
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 136,038
<CURRENT-LIABILITIES> 9,019
<BONDS> 218,080
0
0
<COMMON> 0
<OTHER-SE> (91,061)
<TOTAL-LIABILITY-AND-EQUITY> 136,038
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 52
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,477
<INCOME-PRETAX> (5,682)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,682)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,682)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
