SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Annual Report Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934 Commission File For the year ended December 31, 1994 Number 2-95219 -------------------- ------- INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP Massachusetts 04-2859087 (State of organization) (IRS Employer Identification No.) One International Place, Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (617) 330-8600 -------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10- K/A or any amendment to this Form 10-K/A. [ X ] No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be computed. The purpose of this amendment is to submit the Financial Data Schedule. 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. INDIAN RIVER CITRUS INVESTORS LIMITED PARTNERSHIP By: WINTHROP AGRICULTURAL MANAGEMENT II, INC., General Partner Date: July 28, 1995 By: /s/Judith A. Miller ------------------------- Judith A. Miller Vice President INDEX TO EXHIBITS Exhibit No Title of Document 3, 4 Agreement and Certificate of Limited Partnership, as amended to date(1) 10A Long-Term Fruit Purchase(Orange) Agreement Tropicana Products, Inc., Indian River Citrus Investors Limited Partnership(2) 10B Property Management Agreement between Bariston Management, Inc. and Indian River Citrus Investors Limited Partnership, dated August 27, 1987, as amended(2) 10C Purchase and Sale Agreement dated as of December 28, 1984 by and between Registrant and Caulkins Citrus Company Limited (including, as exhibits thereto, the forms of Temporary Harvesting Easement, Caulkins Second Mortgage Note, Grove Management Agreement, Fruit Purchase Agreement and Indemnity Agreement) filed January 9, 1985(2) First Amendment to Purchase and Sale Agreement dated as of November 1, 1985 by and between Registrant and Caulkins Citrus Company Limited (including as exhibits thereto the forms of Caulkins Second Mortgage Note, Grove Management Agreement and Fruit Purchase Agreement) filed November 14, 1985(3) 10D Securities Indemnity Agreement dated as of December 18, 1984 by and among Caulkins Citrus Company Limited, the Registrant, Winthrop Agricultural Management II, Inc. and First Winthrop Corporation filed January 9, 1985(1) 10E.1 Management Agreement dated as of December 28, 1984 by and between the Registrant and Winthrop Agricultural Management II, Inc. filed January 9, 1985(2) 10E.2 Amendment to Management Agreement dated as of November 13, 1985 by and between Registrant and Winthrop Agricultural Management II, Inc. filed November 14, 1985(3) 10F Incentive Asset Management Agreement dated as of December 12, 1985 by and between the Registrant and Winthrop Financial Associates, A Limited Partnership, filed December 12, 1985(3) 10G Accounting Services Agreement dated as of April 2, 1985 by and between the Registrant and First Winthrop Corporation filed April 8, 1985(3) Amendment of Accounting Services Agreement dated as of November 13, 1985 by and between the Registrant and Winthrop Agricultural Management II, Inc. filed November 14, 1985(3) 10H Form of Promissory Note and Assignment of Registrant filed April 8, 1985(3) 10I Form of Assumption Agreement by the General Partner of Registrant filed November 14, 1985(3) 10J Fruit Participation Contract dated April 17, 1990 by and between Caulkins Indiantown Citrus Company and Partnership(4) 10K Grove Management Agreement dated as of April 1, 1993 between the Registrant and AgriManagement, Incorporated(5) 10L Termination Agreement dated as of March 31, 1993 terminating (i) the Management Agreement dated as of April 15, 1986 between the General Partner and Bariston Associates, Inc.; (ii) the Incentive Asset Management Agreement dated as of April 15, 1986 between WFA and Bariston Associates, Inc.; and (iii) the Accounting Services Agreement dated as of April 15, 1986 between First Winthrop Corporation and Bariston Associates, Inc.(5) 10M Amended and Restated Consulting Agreement dated as of March 31, 1993(5) 25 Power of Attorney filed January 9, 1985(3) 25A Appraisal of Caulkins Citrus Company Grove, Citrus Boulevard, Indiantown, Florida, dated October 1, 1984, prepared by Peter D. Armfield, MAI, Armfield-Houck Appraisal Research, Inc. filed January 9, 1985(3) Supplemental letter dated November 12, 1985 from Peter D. Armfield filed November 14, 1985(3) 27 Financial Data Schedule for the period ended December 31, 1994 28A Pages 19-20, 22-36, 38-41, 48-50 and 53-55 of Registrant's Prospectus dated December 16, 1985 which was filed with the Commission pursuant to Rule 424(b) P 28B Agricultural Engineering Evaluation of Caulkins Citrus Company Grove dated January 25, 1985 prepared by Kenneth A. Harris, P.E. filed April 18, 1985(3) Supplemental letter dated November 8, 1985 from Kenneth A. Harris, P.E. filed November 14, 1985(3) 28C Horticultural Evaluation of Caulkins Citrus Company Grove dated December 10, 2984 and Update of the Horticultural Evaluation dated March 12, 1985 filed April 18, 1985(3) 28D Summary of Horticultural Evaluation of Caulkins Citrus Company Grove Supplemental dated Novem- ber 12, 1985 from John R. King, Ph.D. (included as Exhibit C of Prospectus)(3) - ------------------ (1) Incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1985. (2) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1987. (3) Incorporated by reference to the Registrant's Registration Statement on Form S-1, as amended, File No. 2-95219. (4) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990. (5) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993.