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
For the fiscal year ended December 31, 2001
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 33-18055
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Royalty Mortgage Income Fund
(A California Limited Partnership)
(Exact name of registrant as specified in its charter)
California
77-0165591
(State or other jurisdiction of
corporation or organization)
(I.R.S. Employer Identification No.)
686 East Bullard Avenue, Suite 105
Fresno, California 93710
(Address of principal executive offices)
(559) 261-9002
(Registrant's telephone number, including area code)
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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 _
ITEM 1. BUSINESS
General
Royalty Mortgage Income Fund, a California limited
partnership (the "Registrant"), was engaged in the business of
making or acquiring short-term loans secured primarily by
mortgages on residential and commercial properties located in
California and other Western states. The Registrant would invest
primarily in first and second mortgages and, to a lesser extent,
in wrap-around mortgages, equity participation, construction loans
and other junior mortgages. The loans were originated or acquired
and serviced by the general partner of the Registrant, Royalty
Management Corporation, a California corporation (the "General
Partner").
Business
The Registrant was engaged in the business of making or
acquiring short-term loans secured primarily by mortgages on
residential and commercial properties located in California and
other Western states. The Registrant invested primarily in first
and second mortgages and, to a lesser extent, in wrap-around
mortgages, equity participations, construction loans and other
junior mortgages. The Registrant would primarily lend to
borrowers who were unable to obtain financing from conventional
sources because of credit problems or other factors. The
Registrant typically would make or acquire loans bearing higher
interest rates than loans made by financial institutions, such as
banks, and generally would require borrowers to pay substantial
loan application and commitment fees.
Prior to May 7, 1996, some members of the management team of
the Registrant were alleged to and, in some cases, found to be
civilly liable for certain acts of fraud, dissipation of assets,
and mismanagement related to the operation of the Registrant.
In order to thereafter protect the assets and interests of
the Registrant and its limited partners, Registrant and its
General Partner have been operating under the direction and
supervision of Sheldon H. Sloan, who was appointed Special Master
of Registrant and its General Partner pursuant to an Order dated
May 7, 1996 of the United States District Court for the Central
District of California in the actions entitled Royalty Management
Corp. v. Robert Clarence Wilson, et al., Case No CD-96-2170 DT
(Mcx) and MHK Investment Corporation v. Stuart Greenberg, Case
No. CV-96-2457 DT (Sgx). Under the supervision of the Special
Master, the Registrant is continuing with its liquidation. As
proceeds have been received from maturing loans, sales of property
owned by Registrant and litigation settlements or judgments, they
have been distributed to the limited partners net of anticipated
expenses to be incurred in the day to day operations of the
Registrant and the expenses of the Special Mastership.
As of December 31, 2001, the Registrant did not have any
loans in its portfolio. No real estate owned ("REO") properties
were sold by the Registrant in the fiscal year ended December 31,
2001. No notes were assigned by Registrant in the fiscal year
ended December 31, 2001.
Employees
The Registrant has no employees. The General Partner
provides management services to the Registrant and is reimbursed
for those services by the Registrant. The General Partner has one
(1) full time employee and one (1) part time employee.
ITEM 2. PROPERTIES
The Registrant made or acquired mortgage loans for investment
and did not ordinarily engage in real estate operations or make or
acquire loans primarily for sale or other disposition in the
ordinary course of business. The Registrant, however, has been
required to engage in limited real estate operations if, among
other things, the Registrant foreclosed on a property on which it
has made or acquired a mortgage loan and took over management of
the property. The ownership of equity interests in real estate is
not an objective of the Registrant; such operations are only
conducted pending sale of the properties so acquired.
ITEM 3. LEGAL PROCEEDINGS
The Registrant, its limited partners and its General Partner
have been operating under the direction and supervision of Sheldon
H. Sloan, who was appointed Special Master of Registrant and its
General Partner pursuant to an Order dated May 7, 1996 of the
United States District Court for the Central District of
California in the actions entitled Royalty Management Corp. v.
Robert Clarence Wilson, et al., Case No CD-96-2170 DT (Mcx) and
MHK Investment Corporation v. Stuart Greenberg, Case No. CV-96-
2457 DT (Sgx).
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Units are not traded on any established public trading
market. To the best of the Registrant's knowledge, there has been
no trading in the Units.
As of December 31, 2001, 150,300.245 Units were held by
approximately 1,084 holders.
During the two fiscal years ended December 31, 2000 and
December 31, 2001, the Registrant has made the following cash
payments to the Limited Partners:
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2000
2001
Amount
Amount
January
$0
$0
February
$0
$0
March
$0
$0
April
$0
$0
May
$0
$0
June
$0
$0
July
$0
$0
August
$0
$0
September
$0
$0
October
$0
$0
November
$0
$0
December
$400,000
$0
Total:
$400,000
$0
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The foregoing payments may include distributions of profits
of the Registrant and/or return of capital.
No equity securities of the Registrant were sold by the
Registrant during the period covered by this report.
ITEM 6. SELECTED FINANCIAL DATA
As a result of the change in management of the General
Partner, the change in independent public accountants of the
Registrant and the uncertainties previously reported, the General
Partner's current management is concerned that it does not have
complete access to all information and records relevant to the
Registrant's business, operations and financial condition during
the period prior to the acquisition of the General Partner by
Baraban Holdings Corporation (BHC), on November 1, 1992. The
accounting treatment for certain transactions during that period
may affect the accounting treatment for certain transactions
during the year ended December 31, 2001. In addition, current
management believes that it may not be in possession of certain
financial records of the Registrant. Pursuant to Rule 12b-21
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Registrant has included in this report
only such information as is currently possessed by the Registrant.
In the unlikely event that additional information becomes
available, such information will be filed by amendment.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
The liquidation of the Registrant is expected to be completed
within calendar year 2001 is now expected to be completed within
calendar year 2002.
Registrant has an interest in two judgments (a December 16,
1996 judgment in the principal amount of $12,000,000 and a January
9, 1996 judgment in the principal amount of $36,848,000) and
1,300,000 illiquid and unmarketable shares of common stock of
Baraban Capital Corporation. Neither the judgments nor the stock
are believed by Registrant likely to result in Registrant
realizing any proceeds. However, the judgments and stock have
been assigned to a collection company which has agreed to incur
the expenses of collection and to remit to Registrant and the
other interested parties fifty percent (50%) of any proceeds
recovered. Upon the liquidation of Registrant, the rights of
Registrant under this assignment will be transferred to a Stock
and Judgment Trust to be administered by the Special Master as
Trustee, and in the event any proceeds ultimately are recovered,
the net proceeds will be distributed to the limited partners of
Registrant and the other interested parties.
Current management believes that it may not be in possession
of certain financial records of the Registrant and is concerned
that it does not have complete access to all information and
records relevant to the Registrant's business, operations and
financial condition during the period prior to the acquisition of
the General Partner by BHC on November 1, 1992. Pursuant to Rule
12b-21 promulgated under the Exchange Act, the Registrant has
included in this report only such information as is currently
possessed by the Registrant. In the unlikely event that
additional information becomes available, such information will be
filed by amendment.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Current management believes that it may not be in possession
of certain financial records of the Registrant and is concerned
that it does not have complete access to all information and
records relevant to the Registrant's business, operations and
financial condition during the period prior to the acquisition of
the General Partner by BHC on November 1, 1992. Pursuant to Rule
12b-21 promulgated under the Exchange Act, the Registrant has
included in this report only such information as is currently
possessed by the Registrant. In the unlikely event that
additional information becomes available, such information will be
filed by amendment.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following biographical information is furnished with
respect to each of the directors and executive officers of the
General Partner, including each such person's principal occupation
during the past five years.
Stuart S. Greenberg, age 70, nominally the Chairman of the
Board, President and Treasurer of the General Partner of
Registrant. However, since May 7, 1996, in order to amongst other
things, protect the assets and interests of the Registrant and its
limited partners, Registrant and its General Partner have been
operating under the direction and supervision of Sheldon H. Sloan,
who was appointed Special Master of the Registrant and its General
Partner pursuant to an Order dated May 7, 1996 of the United
States District Court for the Central District of California in
the actions entitled Royalty Management Corp. v. Robert Clarence
Wilson, et al., Case No. CD-96-2170 DT (Mcx) and MHK Investment
Corporation v. Stuart Greenberg, Case No. CV-96-2457 DT (Sgx).
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the fees, compensation and
other expense reimbursements paid to the General Partner for the
three fiscal years ending December 31, 2001.
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Year Ending December 31,
2001
2000
1999
General Partner's share of
distributable cash
$ -0-
$ -0-
$ -0-
Expense Reimbursement to
General Partner
$ -0-
$ -0-
$ -0-
Loan servicing fees paid to
outside entities
$ -0-
$ -0-
$ -0-
Loan commitment fees and
application fees paid to
outside entities
$ -0-
$ -0-
$ -0-
Total
$ -0-
$ -0-
$ -0-
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Direct costs may be reimbursed for goods or materials used
for or by the Registrant and obtained from entities not affiliated
with the General Partner and for administrative services performed
by officers or employees of the General Partner which could be
performed directly for the Registrant by third parties. In
accordance with the authority granted by the above-mentioned May
7, 1996 Order, the Special Master has taken control of the bank
accounts, assets and proceeds from transactions of Registrant, and
he has retained counsel and other professionals to assist him.
Pursuant to subsequent Court orders, the expenses incurred and
authorized by the Special Master have been borne by Registrant and
other public limited partnerships of which Royalty Management
Corporation also is the general partner and over which the Special
Master also was appointed.
No officer, director or employee of the General Partner
received any direct compensation from the Registrant during the
fiscal year ended December 31, 2001.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
To the best of the Registrant's knowledge, as of March 21,
2002 there was no entity or individual holding more than 5% of the
Units. None of the executive officers or directors of the General
Partner hold any Units.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Certain members of former management are alleged to have made
loans on favorable terms from which income was indirectly diverted
to themselves through excessive points and fees paid to entities
in which they had interests and to have otherwise engaged in
improper transactions which adversely affected the interests of
the Registrant.
See Item 11, Executive Compensation, for information
regarding compensation paid to the General Partner for services
rendered to the Registrant.
Current management believes that it may not be in possession
of certain financial records of the Registrant and is concerned
that it does not have complete access to all information and
records relevant to the Registrant's business, operations and
financial condition during the period prior to the acquisition of
the General Partner by BHC on November 1, 1992. Pursuant to Rule
12b-21 promulgated under the Exchange Act, the Registrant has
included in this report only such information as is currently
possessed by the Registrant. In the unlikely event that
additional information becomes available, such information will be
filed by amendment.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
None.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
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ROYALTY MORTGAGE INCOME FUND
A California limited partnership
686 East Bullard Avenue
Suite 105
Fresno, California 93710
By: ROYALTY MANAGEMENT CORPORATION
General Partner
Dated: March 21, 2002
By: __________________________
Victoria Nino
Assistant Secretary
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Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the General Partner of the Registrant and in the
capacities and on the dates indicated.
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Signature
Capacity
Assistant Secretary
Date
March 21, 2002
Victoria Nino
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