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Previous: STANDARD COMMERCIAL CORP, DEF 14A, 1994-07-19 |
Next: THOMAS INDUSTRIES INC, SC 13D/A, 1994-07-19 |
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
AMENDMENT NO. 2 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 1992
TALLEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-4778 86-0180396
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
2702 North 44th Street, Phoenix, Arizona 85008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 957-7711
(Former name or former address, if changed since last report)
<PAGE>
AMENDMENT NO. Second
The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its CURRENT
REPORT on Form 8-K, dated November 20, 1992, and filed with the
Commission through the Secretary's Office on December 7, 1992, as
set forth in the pages attached hereto:
The Form 8-K as originally filed with the Commission
through the Secretary's Office contained an application
for confidential treatment with respect to certain
portions of Exhibit 2.3. Pursuant to the Staff's
request, the Registrant has amended its application for
confidential treatment of certain portions of Exhibit 2.3
by submitting to the Secretary a third amended
application along with copies of the amended unredacted
Exhibit 2.3, with confidential portions marked. The
attached Exhibit 2.3 is the third revised redacted
Exhibit 2.3 (with the specific, limited information for
which confidential treatment has been requested blacked
out).
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
Talley Industries, Inc.
Registrant
Mark S. Dickerson
Mark S. Dickerson, Secretary
and General Counsel
Date: July 18, 1994
<PAGE>
CONFIDENTIAL TREATMENT
Certain portions of this exhibit have been
redacted pursuant to a third amended request
for confidential treatment under Rule 24b-2
of the Securities Exchange Act of 1934.
SIDE LETTER AGREEMENT (NO. 1) SUPPLEMENTING THE RESTRUCTURE
AGREEMENT WITH RESPECT TO THE SENIOR BANK DEBT OF
TALLEY INDUSTRIES, INC.
Gentlemen:
This letter memorializes and supplements certain understandings
relevant to:
(i) that certain Loan Restructure Agreement, dated as of April 15,
1992 (the "Restructure Agreement"), made by and among Talley Industries,
Inc. ("Talley") and certain Subsidiaries of Talley which are or may
become signatories thereto; Continental Bank N.A., Individually and as
Agent for Banca di Roma, San Francisco Branch; Chemical Bank, National
Westminster Bank USA, RBC Finance, B.V. (collectively, the "Class Two
Creditors"); First Interstate Bank of Arizona, N.A., Individually and as
Agent for United States National Bank of Oregon, CIBC, Inc., NBD Bank,
N.A., Harris Trust and Savings Bank, and Seattle-First National Bank
(collectively, the "Class Three Creditors"); and
(ii) that certain Collateral Trust Agreement, dated as of April 15,
1992 (the "Collateral Trust Agreement"), made by and among The Bank of
New York as Collateral Trustee; Talley and certain Subsidiaries of Talley
which are or may become signatories thereto; the Class Two Creditors; the
Class Three Creditors; Kemper Investors Life Insurance Company; Kemper
High Income Trust; Federal Kemper Life Assurance Company; Fidelity Life
Association; and Household Commercial Financial Services, Inc., as
holders of Series A and Series B Subordinated Notes; and Resolution Trust
Corporation, as Receiver of Western Savings and Loan Association, F.A.
All capitalized terms not specifically defined in this letter shall have
the meanings given to them in the Restructure Agreement.
A. Talley agrees that neither it nor any of its Subsidiaries
shall effect any Disposition of any of its now owned or hereafter
acquired assets (other than inventory disposed of in the ordinary course
of business, consistent with past practices of the seller, or assets no
longer used or useful in the conduct of its business), except such
Dispositions which satisfy any and all applicable requirements stated
herein and in the Restructure Agreement, and which shall include the
express good faith determination of Talley's Board of Directors (or
Executive Committee thereof) in the case of a transaction involving a
sale price in excess of $2.0 million, or upon an express good faith
determination by Talley's management in the case of a lesser selling
price, that the selling price and terms are prudent, fair and reasonable.
B. To facilitate efforts to sell real property assets that will
be subject to the Collateral Trust Agreement, the Boards of Directors of
Talley and each Guarantor granting the Collateral Trustee a lien on Real
Property Collateral have established, in good faith, for certain assets
included within the Real Property Collateral, a "Realty Release Price"
2
<PAGE>
and a "Realty Strike Price" as set forth in Schedule A hereto. Talley
hereby certifies that Realty Release Prices are not less than
of their respective book values as of December 1, 1991,
and that the Realty Strike Prices are not more than Realty Release Prices
divided by . Realty Release Prices and Realty Strike Prices may be
revised from time to time hereafter with the approval of the Required
Parties (as identified in the Collateral Trust Agreement). Adjustments
in Realty Strike Prices shall be required for specific write downs or
reserves approved by Talley's external auditors, but no such adjustments
shall be allowed with respect to Realty Release Prices.
C. Talley (or the applicable Guarantor) shall be entitled to have
the lien held by the Collateral Trustee against a particular asset
(except the Royalty Collateral) released upon the sale of that asset
satisfying each of the conditions set forth herein and in the Restructure
Agreement, including any required prepayment of the Class Two and Three
Debts provided therein.
D. Talley has engaged The Performance Group (an "Investment
Banker") to actively market the sale of Minelco and Waters, and Talley
itself is actively marketing the other Guarantors ( other than Realty,
TRFIC, TRHC, TRIG and New California) to logical "Strategic buyers" and
other potential buyers. In the event the Agents in their sole discretion
determine that it is advisable for Talley to engage an investment banking
firm to market such other Guarantors, then Talley will do so upon the
request of the Agents and will promptly engage an investment banking firm
reasonably acceptable to the Agents (which will also be deemed to be an
"Investment Banker"), but subject to an appropriate exception for any
potential sale already under negotiation/consideration by Talley at the
time.
E. Talley hereby agrees that it will cause such Investment
Bankers as are engaged to regularly (and no less frequently than
quarterly) consult with Talley and Agents for the Class Two and Three
Creditors to endeavor to sell the Guarantors (other than Realty, TRFIC,
TRHC, TRIG and New California) at prices not less than the greater of
either their respective book values (as of the then most recent month
end) or their respective average annual EBITDA (as herein defined)--
(multiplied by 5) for the three (3) years immediately preceding the date
of determination.
F. Talley and Guarantors covenant that they shall use best
reasonable and good faith efforts to sell or otherwise dispose of the
Asset, Stock, Real Property, and Real Estate Stock Collateral, upon fair
and reasonable terms in arms-length transactions.
FINAL
<PAGE>
3
G. Consistent with the Business Plan and Talley's announced
intention to sell assets, including those comprising Real Property, Asset
and Stock Collateral at the prices articulated herein, Talley and the
Guarantors agree not to refuse any bona fide offer to purchase any
portion of the Real Property, Asset, Real Estate Stock or Stock
Collateral, if such offer is for cash or for ninety percent (90%) cash
and terms and:
(i) in the case of Real Property Collateral, such offer is
equal to or greater than the Realty Strike Price
applicable to such Collateral; or
(ii) in the case of Porcelain, Dimetrics, Minelco and Waters,
and their respective Subsidiaries, divisions and
business units such offer is equal to or greater than
average annual EBITDA (multiplied by 5) for the three
(3) year period immediately preceding the date of
determination, or book value (as of the then most recent
month end), whichever is greater.
Talley's (or the applicable Guarantor's) obligation to accept an offer
within the above stated parameters may be deferred, for a period not to
exceed ten (10) Business Days, in order to attempt to negotiate a better
offer, provided the Agents for the Class Two and Three Creditors are
persuaded, in their reasonable judgment, that a better offer may be
negotiated with the potential buyer, and that in all events a sale or
other Disposition to such buyer, on terms no less favorable than the
original offer, will be consummated by a date that is not later than the
closing date specified in the original offer plus the number of days that
acceptance of the original offer was allowed to be deferred.
H. Talley (or the applicable Guarantor) shall have the right to
elect not to accept an offer coming within the parameters stated in
paragraph G. In order to exercise this right Talley and the applicable
Guarantor agree to pay in cash to the Agents for the benefit of their
respective Creditor Classes, ratably in accordance with the Pro Rate
Percentages, on the first day of the next January, April, July or
October, whichever occurs first, following such election, from sources
other than assets comprising Collateral for the Class Two and Three Debt,
an amount equal to the amount which the Class Two and Three Creditors
would have received had Talley or the applicable Guarantor accepted such
offer and consummated such sale or other Disposition. The payment
received by the Class Two and Three Creditors shall be treated the same
as if it represented the Net Proceeds of a sale or other Disposition of
the Collateral with respect to which the offer was made. If such payment
effectively represents Net Proceeds from Dispositions, Collections or
FINAL
<PAGE>
4
Distributions on account of Real Property Collateral or Real Estate Stock
Collateral, such payment shall be treated as such, and be subject to and
governed by Sections 3.5 through 3.6 of the Restructure Agreement.
Talley shall be entitled to direct the application of such payment in
prepayment of quarterly installments due the Class Two and Three
Creditors as provided in Section 3 of the Restructure Agreement. If an
election is made no to accept such an offer, the property which would
have been the subject of such sale or other Disposition shall continue
to be subject to the provisions of the Restructure Agreement and the
Collateral Trust Agreement unless the amount paid to Class Two and Three
Creditors in cash is equal to what would have been the entire "Net
Proceeds" of such sale or other Disposition.
I. Talley agrees that it shall not, without the consent of the
Agents and any other creditor whose consent is required, sell or
otherwise effect any Disposition of,
(A) the following Subsidiaries or their respective
Subsidiaries (or assets or stock of each such
Subsidiary) for less than the lower of the going concern
value as reflected in a then current appraisal of a
qualified appraiser (if any such appraisal has been
obtained by Talley) or the following prices:
Porcelain: 75% of Tangible Book Value (as hereafter
defined) as of the then most recent month
end;
Dimetrics: 90% of Tangible Book Value as of the then
most recent month end;
Minelco: 90% of Tangible Book Value as of the then
most recent month end;
Waters: 90% of Tangible Book Value as of the then
most recent month end;
(B) Any Real Property Collateral for which a Realty Release
Price has been established, for an amount less than the
Realty Release Price for such asset;
(C) Any Real Property Note Collateral for an amount less
than 80% of the aggregate unpaid amount outstanding on
such note.
J. Talley agrees that, without the consent of the Agents and any
other creditor whose consent is required:
(i) No portion of the selling price of Real Property
Collateral (other than Real Property Note Collateral)
FINAL
<PAGE>
5
may be deferred unless: (a) at least twenty percent
(20%) of such price is received in cash at the time of
the closing of the transaction; (b) the deferred
portion of such price is not deferred for more than
five years; (c) the deferred portion of such price is
secured, at a minimum, by a first lien on the property
sold or otherwise disposed of, with portions of the
property being subject to release upon payment of a sum
corresponding to at least one hundred ten percent
(110.0%) of the value of the property to be released;
and, (d) all of Talley's or the applicable Guarantor's
interest in the instrument, note or other document
evidencing the deferred portion of such price is
pledged to the Collateral Trustee.
(ii) No portion of the selling price (or price of any other
Disposition) of any Real Property Note Collateral may
be deferred, and 100% of such price must be received in
cash at the time of the closing of the transaction.
(iii) No portion of the selling price (or price of any other
Disposition) of a Guarantor or any of their respective
assets (other than inventory sold in the ordinary
course of business of the seller, consistent with past
practices) may be deferred unless: (a) at least
seventy-five percent (75%) of the price is received in
cash at the time of the closing of the transaction: (b)
the deferred portion of such price is not deferred more
than six years; (c) the instrument, note or other
document evidencing the deferred portion of such price
provides for minimum annual payments equal to the
deferred balance divided by the number of years
deferred; and, (d) all of Talley's or the applicable
Guarantor's interest in such instrument, note or other
document is pledged to the Collateral Trustee.
(iv) No portion of the selling price (or price of any other
Disposition) of assets (other than inventory sold in
the ordinary course of business of the seller,
consistent with past practices) which do not constitute
Collateral for the Class Two and Three Debts may be
deferred unless: (a) at least fifty percent (50%) is
received in cash at the time of the closing of the
transaction: (b) the deferred portion of such price is
FINAL
<PAGE>
6
not deferred for more than six years; and, (c) the
instrument, note or other document evidencing the
deferred obligation provides for minimum annual
principal payments equal to the deferred balance
divided by the number of years deferred.
(v) All Dispositions of assets (other than inventory sold
in the ordinary course of business of the seller,
consistent with past practices) involving a deferred
payment of the selling price (or price of any other
Disposition) shall be evidenced by a promissory note:
(a) bearing interest at the prevailing market rates for
such notes: (b) payable at least annually; and (c)
which require interest payable at least semiannually.
(vi) Neither Talley nor its Subsidiaries shall amend,
modify, extend, renew or otherwise alter the terms of
any Non-Cash Proceeds of a Disposition except within
the parameters for the same (if any) permitted under
the Restructure Documents.
(vii) If a Disposition not in the ordinary course of business
of the seller/transferor involves an item of Collateral
(other than Real Property Collateral for which
Realty Release Prices have been agreed and other than
inconsequential Collateral), and such Disposition
involves the deferred payment of the selling price,
Talley's Treasurer or Controller shall certify before
such Disposition is consummated that the consideration
to be received by Talley (or applicable Subsidiary) is
not less than the amount required by this letter.
K. Talley agrees that no increases above levels of compensation
existing as of March 1, 1992, and no additional forms of compensation
will be paid to any member of its corporate management identified below
(including their successors), except that:
(i) With respect to members of corporate management other
than Talley's Chairman and Chief Executive Officer, and
its President and Chief Operating Officer (viz. Messrs.
Corey, Mullen, May and Dickerson), provided no Default
or Potential Default then exists, and provided that as
the end of the most recent quarter preceding the date
FINAL
<PAGE>
7
the additional payment is to be made or the effective
date of any such salary increase, as applicable, the
sum of Talley's consolidated "Cash and Cash
Equivalents" plus the aggregate prepayments of the
Class Two and Three Debt made after the Closing Date is
equal to or greater than the amount of "Cash and
Marketable Securities" projected in the Business Plan
as of the same most recent quarter end (each such term
in quotation marks to be calculated on a basis
consistent with the Business Plan), such increases or
additional payments shall be permitted:
(a) in calendar year 1992 (including the period prior
to the date hereof), so long as the aggregate
amount of such payments or increases does not
exceed $50,000;
(b) in calendar year 1993, so long as the aggregate
amount of such increases and additional payments do
not exceed the difference between $100,000 and the
amount of such additional payments and increases
made in 1992; and
(c) in calendar year 1994, so long as the aggregate
amount of such increases and additional payments do
not exceed the difference between $150,000 and the
aggregate amount of such additional payments and
increases made in 1992 and 1993.
(ii) With respect to Talley's Chairman and Chief Executive
Officer, and its President and Chief Operating Officer,
such increases or additional payments shall be
permitted in calendar year 1993 and/or 1994 commencing
in 1993, provided no Default or Potential Default then
exists:
(a) only if on the date such increases become effective
or additional payments are to be paid, all
prepayments have been made that are required as of
such date by the Notes to be made to avoid any Note
Rate Adjustments;
(b) only if, as to an increase or additional payment to
be made in calendar year 1993, there is prepaid as
of ninety-five days prior to the date such increase
or additional payment is made $2.5 million of the
1993 installments shown on Schedule 1 to the
Restructure Agreement; and
<PAGE>
8
(c) only if, as to an increase or additional payment to
be made in calendar year 1994, there is prepaid as
of ninety-five days prior to the date such increase
or additional payment is made $5 million of the
1994 installments shown on Schedule 1 to the
Restructure Agreement.
(iii) Such other increases or additional payments in the form
of bonus and incentive compensation for corporate management (including
Talley's Chief Executive Officer and its Chief Operating Officer) shall
be permitted if either:
(a) payable solely in capital stock of Talley (or
options or rights therefor), and provided it has no
cash effect on Talley's financial position (other
than a tax deduction for compensation); or
(b) payable following payment in full of the Class Two
and Three Creditors.
L. It is agreed that a refinancing of Debt of Technology owning
pursuant to the Class One Agreements shall be permissible if, in the case
of a refinancing with anyone other than any one or more of the Class One
Creditors or any of their affiliates or any party to the Restructure
Documents, either such refinancing is on terms outlined in the
Intercreditor Agreement that are then applicable, or such refinancing is
on such other terms and within such parameters as are reasonably
acceptable to the Agents (which acceptance will not be withheld if the
position of the Class Two and Three Creditors is not materially less
advantageous after giving effect to such refinancing), including the
continuation of the lien on the Royalty Collateral in favor of the
Collateral Trustee for the benefit of, inter alia, the Class Two and
Three Creditors; provided that in each case any Net Loan Proceeds
remaining after the Class one Debt has been "paid in full" (as defined
in the Intercreditor Agreement) are paid to the Agents for the benefit
of the Class Two and Three Creditors in accordance with the Pro Rate
Percentages.
M. The term "Tangible Book Value" as used in this Side Letter
Agreement means shareholders equity as determined in accordance with
GAAP, adjusted to eliminate intangible assets.
N. The term "EBITDA" as used in this Side Letter Agreement with
respect to each Guarantor means, for any period, an amount equal to the
sum of the following, each determined on a consolidated basis, in
accordance with GAAP,
FINAL
<PAGE>
9
(A) the aggregate sum of all amounts which would be included
as net earnings of such Guarantor and its respective Subsidiaries, as the
case may be for such period (with respect to such Guarantor, its "Net
Income"), plus
(B) the aggregate amount of interest expense (including
interest expense attributable to capital leases and any interest expense
that has been capitalized for any purpose) that was deducted for such
period in determining Net Income, plus
(C) the aggregate amount that was deducted in respect of
federal, state, local, and foreign income taxes of such Guarantor and its
respective Subsidiaries as the case may be, for such period in
determining Net Income, plus
(D) the aggregate amount that was deducted in respect of
depreciation and amortization expenses of such Guarantor and its
respective Subsidiaries as the case may be, for such period in
determining Net Income.
Talley Industries, Inc.
By Daniel R. Mullen
Its Treasurer
FINAL
<PAGE>
10
THE TERMS OF THE FOREGOING
ARE ACCEPTED:
Continental Bank N.A., individually First Interstate Bank of
and as Agent Arizona, N.A., individually
and as Agent
By Michael J. Bacevich By Edmund G. Zito
Its Vice President Its Senior Vice President
FINAL
FINAL
<PAGE>
S C H E D U L E A
<TABLE>
<CAPTION>
<C> <S> <C> <C> <C> <C> <C> <C> <C>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
ARIZONA - DEVELOPED BUSINESS PARKS 10,995,048 252.41
ARIZONA - COMMERCIAL SITES 2,528,710 58.05
ARIZONA - INDUSTRIAL PROPERTY 27,355,775 628.00
ARIZONA - RESIDENTIAL PROPERTY 75,745,465 1,738.88
ARIZONA - UNDEVELOPED LAND 33,650,392 772.51
CALIFORNIA - MIXED USE PROPERTY 77,467,104 1,778.40
SAN ANTONIO - PORTFOLIO 35,591,828 817.08
TOTAL 263,334,322 6,045.32
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
ARIZONA - DEVELOPED BUSINESS PARKS $0.62 $6,832,466
ARIZONA - COMMERCIAL SITES $0.91 $2,302,000
ARIZONA - INDUSTRIAL PROPERTY $0.39 $10,572,231
ARIZONA - RESIDENTIAL PROPERTY $0.03 $2,348,000
ARIZONA - UNDEVELOPED LAND $0.01 $334,000
CALIFORNIA - MIXED USE PROPERTY $0.09 $6,793,000
SAN ANTONIO - PORTFOLIO $0.00 $0
TOTAL $0.11 $29,181,697
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
ARIZONA - DEVELOPED BUSINESS PARKS 10,995,048 252.41
1 ARIZONA CORPORATE PARK-NORTH 3,385,209 77.71
1 173,785 3.99
2 216,094 4.96
3 350,472 8.05
24 79,345 1.82
25 59,942 1.38
31 35,000 0.80
32 29,273 0.67
38 30,841 0.71
39 51,718 1.19
44 40,394 0.93
45 44,927 1.03
46 118,304 2.72
47 142,879 3.28
48 55,290 1.27
49 47,935 1.10
50 55,554 1.28
51 45,364 1.04
52 49,464 1.14
53 41,300 0.95
54 47,293 1.09
55 45,871 1.05
56 40,500 0.93
57 40,500 0.93
58 46,249 1.06
59 43,897 1.01
60 38,475 0.88
61 38,475 0.88
62 58,761 1.35
63 51,726 1.19
64 45,196 1.04
65 43,829 1.01
66 39,000 0.90
67 40,625 0.93
68 40,625 0.93
69 40,625 0.93
70 38,577 0.89
71 238,248 5.47
72 132,500 3.04
73 132,501 3.04
74 59,500 1.37
77 86,150 1.98
78 128,900 2.96
79 199,305 4.58
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
ARIZONA - DEVELOPED BUSINESS PARKS $0.62 $6,832,466
1 ARIZONA CORPORATE PARK-NORTH $0.69 $2,333,728
1 $0.69 $119,723
2 $0.69 $148,870
3 $0.69 $241,443
24 $0.69 $54,662
25 $0.69 $41,295
31 $0.69 $24,110
32 $0.68 $19,925
38 $0.70 $21,489
39 $0.69 $35,627
44 $0.69 $27,828
45 $0.69 $30,951
46 $0.69 $81,501
47 $0.69 $98,431
48 $0.69 $38,090
49 $0.69 $33,022
50 $0.69 $38,271
51 $0.71 $32,188
52 $0.69 $34,079
53 $0.69 $28,451
54 $0.69 $32,579
55 $0.70 $32,290
56 $0.69 $27,900
57 $0.69 $27,900
58 $0.69 $31,862
59 $0.69 $30,240
60 $0.69 $26,505
61 $0.69 $26,505
62 $0.69 $40,481
63 $0.69 $35,635
64 $0.69 $31,135
65 $0.69 $30,193
66 $0.69 $26,868
67 $0.69 $27,987
68 $0.69 $27,987
69 $0.69 $27,987
70 $0.69 $26,576
71 $0.69 $164,130
72 $0.69 $91,281
73 $0.69 $91,283
74 $0.69 $40,990
77 $0.69 $59,351
78 $0.69 $88,802
79 $0.69 $137,305
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
2 ARIZONA CORPORATE PARK-SOUTH 234,900 5.39
45 39,150 0.90
46 39,150 0.90
47 39,150 0.90
48 39,150 0.90
49 39,150 0.90
50 39,150 0.90
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
2 ARIZONA CORPORATE PARK-SOUTH $0.00 $0
45
46
47
48
49
50
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
3 EAST VALLEY COMMERCE CENTER 3,070,103 70.48
1 403,191 9.26
2 25,739 0.59
3 25,739 0.59
4 25,519 0.59
5 28,255 0.65
6 27,370 0.63
7 26,096 0.60
8 25,006 0.57
9 25,732 0.59
10 21,693 0.50
11 21,600 0.50
12 21,600 0.50
13 21,600 0.50
14 21,600 0.50
15 21,600 0.50
16 21,764 0.50
17 24,323 0.56
18 27,413 0.63
19 32,820 0.75
20 27,174 0.62
21 28,958 0.66
22 37,745 0.87
23 39,776 0.91
24 25,746 0.59
25 22,340 0.51
26 21,731 0.50
27 24,808 0.57
28 18,755 0.43
29 18,755 0.43
30 18,755 0.43
32 18,415 0.42
33 16,814 0.39
34 23,655 0.54
35 22,468 0.52
36 22,345 0.51
37 29,247 0.67
38 19,873 0.46
39 20,009 0.46
40 20,207 0.46
41 20,526 0.47
42 19,482 0.45
43 18,983 0.44
44 39,210 0.90
45 18,719 0.43
46 18,730 0.43
48 18,755 0.43
49 18,755 0.43
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
3 EAST VALLEY COMMERCE CENTER $0.11 $330,738
1 $0.69 $277,690
2 $0.69 $17,733
3 $0.69 $17,733
4 $0.69 $17,582
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
48
49
38
39
40
41
42
43
44
45
46
48
49
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
50 18,755 0.43
51 19,198 0.44
52 25,281 0.58
53 28,805 0.66
54 25,988 0.60
55 26,702 0.61
56 21,231 0.49
57 20,852 0.48
58 21,287 0.49
59 21,427 0.49
60 21,947 0.50
61 21,248 0.49
64 23,138 0.53
65 23,294 0.53
66 22,444 0.52
67 22,341 0.51
68 20,253 0.46
69 22,819 0.52
70 22,290 0.51
71 43,775 1.00
72 51,113 1.17
73 49,215 1.13
74 39,491 0.91
78 27,692 0.64
79 28,802 0.66
80 30,418 0.70
81 35,022 0.80
82 23,956 0.55
83 29,410 0.68
84 37,317 0.86
85 36,640 0.84
86 27,412 0.63
87 28,900 0.66
88 31,454 0.72
E 620,790 14.25
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
50
51
52
53
54
55
56
57
58
59
60
61
64
65
66
67
68
69
70
71
72
73
74
78
79
80
81
82
83
84
85
86
87
88
E
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
4 MESA COMMERCE CENTER 3,960,083 90.91
1 45,000 1.03
3 44,171 1.01
4 43,986 1.01
6 37,462 0.86
7 43,921 1.01
9 42,415 0.97
11 72,327 1.66
12 49,647 1.14
13 43,757 1.00
14 41,650 0.96
15 41,650 0.96
16 41,776 0.96
17 44,670 1.03
18 46,543 1.07
19 67,084 1.54
20 47,900 1.10
21 61,727 1.42
22 49,602 1.14
23 44,368 1.02
24 42,070 0.97
25 42,049 0.97
26 77,465 1.78
27 54,654 1.25
28 48,000 1.10
29 48,000 1.10
30 47,969 1.10
31 46,735 1.07
32 46,530 1.07
33 46,530 1.07
34 47,089 1.08
35 55,270 1.27
36 48,864 1.12
37 61,371 1.41
40 56,371 1.29
42 49,482 1.14
43 40,600 0.93
44 41,831 0.96
45 47,105 1.08
46 40,375 0.93
47 40,358 0.93
48 40,325 0.93
49 40,333 0.93
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
4 MESA COMMERCE CENTER $1.05 $4,168,000
1
3
4
6
7
9
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
40
42
43
44
45
46
47
48
49
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
50 40,362 0.93
51 40,424 0.93
52 43,190 0.99
53 41,954 0.96
54 58,724 1.35
55 49,009 1.13
56 51,233 1.18
57 46,257 1.06
58 45,300 1.04
59 45,269 1.04
61 41,300 0.95
62 41,844 0.96
63 44,057 1.01
64 41,933 0.96
65 42,992 0.99
66 44,153 1.01
69 40,637 0.93
70 41,821 0.96
71 43,648 1.00
72 43,648 1.00
73 44,000 1.01
74 42,634 0.98
75 44,000 1.01
76 70,053 1.61
77 49,000 1.12
78 46,550 1.07
79 118,507 2.72
80 92,681 2.13
81 65,790 1.51
82 51,827 1.19
83 48,487 1.11
A 379,767 8.72
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
50
51
52
53
54
55
56
57
58
59
61
62
63
64
65
66
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
A
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
5 TALLEY NORTHWEST BUSINESS PARK 344,753 7.91
1 33,915 0.78
8 33,915 0.78
9 37,317 0.86
10 36,933 0.85
11 33,754 0.77
12 33,286 0.76
15 32,500 0.75
16 35,274 0.81
17 33,930 0.78
18 33,929 0.78
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
5 TALLEY NORTHWEST BUSINESS PARK $0.00 $0
1
8
9
10
11
12
15
16
17
18
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
ARIZONA - COMMERCIAL SITES 2,528,710 58.05
6 19TH AVENUE & BEARDSLEY 652,964 14.99
7 MAGGIO RANCH 1,057,282 24.27
1 713,315 16.38
2 343,967 7.90
8 GOLDSPOT OFFICE CENTER 149,600 3.43
9 67TH AVENUE & VAN BUREN 240,016 5.51
10 SOSSAMAN ROAD & BASELINE 428,848 9.85
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
ARIZONA - COMMERCIAL SITES $0.91 $2,302,000
6 19TH AVENUE & BEARDSLEY $1.88 $1,225,000
7 MAGGIO RANCH $0.81 $852,000
1
2
8 GOLDSPOT OFFICE CENTER
9 67TH AVENUE & VAN BUREN $0.94 $225,000
10 SOSSAMAN ROAD & BASELINE $0.00 $0
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
ARIZONA - INDUSTRIAL PROPERTY 27,355,775 628.00
11 ARIZONA AVENUE & RYAN 1,685,467 38.69
12 5100 COMMERCE CENTER 1,795,979 41.23
13 5500 COMMERCE CENTER 2,646,183 60.75
14 ADOBE MOUNTAIN COMMERCE CENTER 334,541 7.68
15 RITA RANCH INDUSTRIAL PARK 0 0.00
16 FORTUNE CENTER 9,787,558 224.69
CORNER LOTS 37-44 1,101,835 25.29
PHASE-I FRONTAGE 763,030 17.52
PHASE-I INTERIOR LOTS 2,477,693 56.88
SOUTH 125 ACRES 5,445,000 125.00
17 FIESTA RANCH BUSINESS PARK 4,494,075 103.17
TRACT 1 1 1,028,940 23.62
TRACT 2 2 750,152 17.22
TRACT 3 3 805,946 18.50
TRACT 4 4 1,579,308 36.26
TRACT 6 6 329,729 7.57
18 9100 COMMERCE PARK 6,611,972 151.79
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
ARIZONA - INDUSTRIAL PROPERTY $0.39 $10,572,231
11 ARIZONA AVENUE & RYAN $0.41 $687,000
12 5100 COMMERCE CENTER $0.54 $975,000
13 5500 COMMERCE CENTER $0.68 $1,805,369
14 ADOBE MOUNTAIN COMMERCE CENTER
15 RITA RANCH INDUSTRIAL PARK
16 FORTUNE CENTER $0.25 $2,460,000
CORNER LOTS 37-44
PHASE-I FRONTAGE
PHASE-I INTERIOR LOTS
SOUTH 125 ACRES
17 FIESTA RANCH BUSINESS PARK $0.66 $2,981,862
TRACT 1 1 $0.69 $708,848
TRACT 2 2 $0.69 $516,788
TRACT 3 3 $0.55 $441,070
TRACT 4 4 $0.69 $1,088,002
TRACT 6 6 $0.69 $227,154
18 9100 COMMERCE PARK $0.25 $1,663,000
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
ARIZONA - RESIDENTIAL PROPERTY 75,745,465 1,738.88
19 WEST WING RANCH 57,063,600 1,310.00
20 96TH STREET & CAVE CREEK(MORTON) 14,212,481 326.27
21 HAYDEN ROAD & PINNACLE PEAK(PARTIN BENNETT) 4,469,385 102.60
ARIZONA - UNDEVELOPED LAND 33,650,392 772.51
22 BULLARD AVENUE & PINNACLE PEAK 2,081,323 47.78
23 CIRCLE CITY BUSINESS PARK 8,807,832 202.20
24 183RD AVENUE & GRAND-1 5,526,065 126.86
25 235TH AVENUE & LONE MOUNTAIN 3,049,200 70.00
26 18TH STREET & DEER VALLEY-1 217,469 4.99
27 18TH STREET & DEER VALLEY-2(MICALE) 217,438 4.99
28 211TH AVENUE & CLOUD 12,743,914 292.56
29 CAVE CREEK ROAD & PEAK VIEW 633,842 14.55
30 TRILBY INDUSTRIAL - LOT 27(HIRSCH) 126,324 2.90
31 KINGMAN-3 (GETZ) 246,985 5.67
CALIFORNIA - MIXED USE PROPERTY 77,467,104 1,778.40
32 CALIFORNIA HILLS(McGINTY RANCH) 32,077,584 736.40
33 LAS MONTANAS ESTATES 45,389,520 1,042.00
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
ARIZONA - RESIDENTIAL PROPERTY $0.03 $2,348,000
19 WEST WING RANCH $0.04 $2,348,000
20 96TH STREET & CAVE CREEK(MORTON)
21 HAYDEN ROAD & PINNACLE PEAK(PARTIN BENNETT)
ARIZONA - UNDEVELOPED LAND $0.01 $334,000
22 BULLARD AVENUE & PINNACLE PEAK
23 CIRCLE CITY BUSINESS PARK
24 183RD AVENUE & GRAND-1
25 235TH AVENUE & LONE MOUNTAIN $0.00 $14,000
26 18TH STREET & DEER VALLEY-1
27 18TH STREET & DEER VALLEY-2(MICALE)
28 211TH AVENUE & CLOUD
29 CAVE CREEK ROAD & PEAK VIEW $0.50 $320,000
30 TRILBY INDUSTRIAL - LOT 27(HIRSCH) $0.00 $0
31 KINGMAN-3 (GETZ)
CALIFORNIA - MIXED USE PROPERTY $0.09 $6,793,000
32 CALIFORNIA HILLS(McGINTY RANCH) $0.21 $6,793,000
33 LAS MONTANAS ESTATES
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
SAN ANTONIO - PORTFOLIO 35,591,828 817.08
SAN ANTONIO - INDUSTRIAL PROPERTY 5,747,831 131.95
34 TRACT 101 1 410,724 9.43
35 TRACT 102 2 216,924 4.98
36 TRACT 403 3 665,423 15.28
37 TRACT 522 4 270,508 6.21
38 TRACT 1002 5 4,184,252 96.06
SAN ANTONIO - COMMERCIAL PROPERTY 1,463,866 33.61
39 TRACT 506 6 62,421 1.43
40 TRACT 509A 7 336,849 7.73
41 TRACT 509B 8 105,502 2.42
42 TRACT 509C 9 277,259 6.36
43 TRACT 519 10 155,588 3.57
44 TRACT 807 11 484,692 11.13
45 TRACT 1105 12 20,750 0.48
46 TRACT 1107 13 20,805 0.48
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
SAN ANTONIO - PORTFOLIO
SAN ANTONIO - INDUSTRIAL PROPERTY
34 TRACT 101 1
35 TRACT 102 2
36 TRACT 403 3
37 TRACT 522 4
38 TRACT 1002 5
SAN ANTONIO - COMMERCIAL PROPERTY
39 TRACT 506 6
40 TRACT 509A 7
41 TRACT 509B 8
42 TRACT 509C 9
43 TRACT 519 10
44 TRACT 807 11
45 TRACT 1105 12
46 TRACT 1107 13
<PAGE>
ITEM ******PROJECT NAME****** LOT LAND SIZE LAND SIZE MIN. MINIMUM STRIKE STRIKE
PROP# # (S.F.) (ACRES) PRICE PRICE PRICE PRICE
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
SAN ANTONIO - RESIDENTIAL PROPERTY 28,380,131 651.52
47 TRACT 202 14 29,485 0.68
48 TRACT 301A 15 176,374 4.05
49 TRACT 301B 16 578,041 13.27
50 TRACT 304 17 392,431 9.01
51 TRACT 308 18 162,305 3.73
52 TRACT 309 19 213,226 4.89
53 TRACT 501 20 15,400 0.35
54 TRACT 502 21 23,005 0.53
55 TRACT 503 22 20,385 0.47
56 TRACT 505 23 524,157 12.03
57 TRACT 507 24 219,760 5.04
58 TRACT 508 25 203,469 4.67
59 TRACT 510 26 55,626 1.28
60 TRACT 512 27 596,946 13.70
61 TRACT 515 28 203,730 4.68
62 TRACT 517 29 588,408 13.51
63 TRACT 520 30 35,101 0.81
64 TRACT 521 31 127,600 2.93
65 TRACT 524 32 782,076 17.95
66 TRACT 702 33 32,167 0.74
67 TRACT 703 34 59,247 1.36
68 TRACT 705 35 107,145 2.46
69 TRACT 811 36 12,579,474 288.78
70 TRACT 901A 37 275,822 6.33
71 TRACT 906B 38 187,504 4.30
72 TRACT 907 39 395,108 9.07
73 TRACT 908 40 734,857 16.87
74 TRACT 1101 41 29,851 0.69
75 TRACT 1102 42 132,707 3.05
76 TRACT 1103 43 22,346 0.51
77 TRACT 1104 44 471,581 10.83
78 TRACT 1106 45 41,259 0.95
79 TRACT 1108 46 35,302 0.81
80 TRACT 1109 47 1,323,309 30.38
81 TRACT 1205 48 4,044,982 92.86
82 TRACT 1206 49 539,273 12.38
83 TRACT 1207 50 541,886 12.44
84 TRACT 1208 51 1,663,992 38.20
85 TRACT 1302 52 214,794 4.93
ITEM ******PROJECT NAME****** LOT DEBT DEBT NET BOOK NET BOOK VALUE NET BOOK NET BOOK VALUE
PROP# # ($/SF) (TOTAL $) 12/31/91 12/31/91 12/1/91 12/1/91
(File:XXCOLAT Rev.4/1/92) ($/SF) (TOTAL $) ($/SF) (TOTAL $)
SAN ANTONIO - RESIDENTIAL PROPERTY
47 TRACT 202 14
48 TRACT 301A 15
49 TRACT 301B 16
50 TRACT 304 17
51 TRACT 308 18
52 TRACT 309 19
53 TRACT 501 20
54 TRACT 502 21
55 TRACT 503 22
56 TRACT 505 23
57 TRACT 507 24
58 TRACT 508 25
59 TRACT 510 26
60 TRACT 512 27
61 TRACT 515 28
62 TRACT 517 29
63 TRACT 520 30
64 TRACT 521 31
65 TRACT 524 32
66 TRACT 702 33
67 TRACT 703 34
68 TRACT 705 35
69 TRACT 811 36
70 TRACT 901A 37
71 TRACT 906B 38
72 TRACT 907 39
73 TRACT 908 40
74 TRACT 1101 41
75 TRACT 1102 42
76 TRACT 1103 43
77 TRACT 1104 44
78 TRACT 1106 45
79 TRACT 1108 46
80 TRACT 1109 47
81 TRACT 1205 48
82 TRACT 1206 49
83 TRACT 1207 50
84 TRACT 1208 51
85 TRACT 1302 52
</TABLE>
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