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 September 30, 1996
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 1-10153
HOMEFED CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-0304982
------------------------------ ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
529 East South Temple, Salt Lake City, Utah 84102
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(801) 521-1066
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(Registrant's telephone number, including area code)
N/A
-----------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed
all documents and reports required to be filed by Sections 12, 13
or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [X] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. On November 11, 1996, there
were 10,000,000 outstanding shares of the Registrant's Common Stock,
par value $.01 per share.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HomeFed Corporation and Subsidiaries
Consolidated Balance Sheets
September 30, 1996 and December 31, 1995
(Amounts in thousands, except par value)
-----------------------------------------------
September 30, December 31,
1996 1995
------------- -------------
(Unaudited)
ASSETS
Land and real estate held for development $ 18,017 $ 22,069
Cash and cash equivalents 1,562 2,373
Restricted cash 1,086 1,105
Investments 70 83
Deposits and other assets 707 1,221
------------ ------------
TOTAL $ 21,442 $ 26,851
============ ============
LIABILITIES
Notes payable $ 26,371 $ 27,122
Accounts payable and accrued liabilities 371 594
------------ ------------
Total liabilities 26,742 27,716
------------ ------------
STOCKHOLDERS' DEFICIT
Common Stock, $.01 par value;
100,000,000 shares authorized;
10,000,000 shares outstanding 100 100
Additional paid-in-capital 339,904 339,904
Accumulated deficit (345,304) (340,869)
------------ ------------
Total stockholders' deficit (5,300) (865)
------------ ------------
TOTAL $ 21,442 $ 26,851
============ ============
See notes to interim consolidated financial statements.
2
HomeFed Corporation and Subsidiaries
Consolidated Statements of Operations
For the periods ended September 30, 1996 and 1995
(Amounts in thousands, except per share amounts)
(Unaudited)
-------------------------------------------------------
For the Three For the Nine
Month Period Ended Month Period Ended
September 30, September 30,
-------------------- --------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
Sales of residential properties $ 2,500 $ 2,264 $ 4,862 $ 6,123
Cost of sales 2,544 2,147 5,104 5,865
---------- ---------- ---------- ----------
Gross profit (loss) (44) 117 (242) 258
Provision for losses on real estate
investments - - 1,017 -
Interest expense 796 593 2,331 593
General and administrative expenses 260 303 942 938
---------- ---------- ---------- ----------
Loss from operations (1,100) (779) (4,532) (1,273)
Other income - net 40 53 148 86
---------- ---------- ---------- ----------
Loss before reorganization items (1,060) (726) (4,384) (1,187)
Reorganization items:
RTC settlement and professional fees - 1,846 - 1,945
---------- ---------- ---------- ----------
Loss before income taxes (1,060) (2,572) (4,384) (3,132)
Income tax expense (11) (6) (51) (11)
---------- ---------- ---------- ----------
Loss before extraordinary gain (1,071) (2,578) (4,435) (3,143)
Extraordinary gain on debt discharged
in bankruptcy - 108,881 - 108,881
---------- ---------- ---------- ----------
Net earnings (loss) (1,071) 106,303 (4,435) 105,738
========== ========== ========== ==========
Primary earnings (loss) per common
share:
Loss before extraordinary gain $ (0.11) $ (0.26) $ (0.44) $ (0.31)
Extraordinary gain 0.00 10.89 0.00 10.89
---------- ---------- ---------- ----------
Net earnings (loss) $ (0.11) $ 10.63 $ (0.44) $ 10.58
========== ========== ========== ==========
Fully diluted earnings (loss) per
common share:
Loss before extraordinary gain $ (0.11) $ (0.04) $ (0.44) $ (0.10)
Extraordinary gain 0.00 2.04 0.00 4.42
---------- ---------- ---------- ----------
Net earnings (loss) $ (0.11) $ 2.00 $ (0.44) $ 4.32
========== ========== ========== ==========
See notes to interim consolidated financial statements.
3
HomeFed Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
For the nine months ended September 30, 1996 and 1995
(Amounts in thousands)
(Unaudited)
--------------------------------------------------------------------
Common Total
Shares Additional Stockholders'
$.01 Par Paid-In Accumulated Equity
Value Capital Deficit (Deficit)
------------ ------------ ------------- --------------
Balance, January 1, 1995 $ 215 $ 338,529 $ (445,589) $ (106,845)
Cancellation of old shares (215) 215
Issuance of new shares to
previous stockholders 58 (58)
Issuance of new shares
to Leucadia Financial
Corporation for cash 27 783 810
Issuance of new shares
to creditors 15 435 450
Net earnings 105,738 105,738
------------ ------------- -------------- --------------
Balance, September 30, 1995 $ 100 $ 339,904 $ (339,851) $ 153
============ ============= ============== ==============
Balance, January 1, 1996 $ 100 $ 339,904 $ (340,869) $ (865)
Net loss (4,435) (4,435)
------------ ------------- -------------- --------------
Balance, September 30, 1996 $ 100 $ 339,904 $ (345,304) $ (5,300)
============ ============= ============== ==============
See notes to interim consolidated financial statements.
4
HomeFed Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the nine months ended September 30, 1996 and 1995
(Amounts in thousands)
(Unaudited)
--------------------------------------------
1996 1995
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ (4,435) $ 105,738
Adjustments to reconcile net earnings (loss) to net
cash provided by (used in) operating activities:
Extraordinary gain on debt discharged in bankruptcy - (108,881)
Accrued interest added to principal 2,231 810
Provision for losses on real estate investments 1,017 -
Changes in operating assets and liabilities:
Land and real estate held for development 3,035 (2,134)
Deposits and other assets 264 33
Accounts payable and accrued liabilities (223) (539)
Decrease (increase) in restricted cash 19 (959)
---------- ----------
Net cash provided by (used in) operating activities 1,908 (5,932)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in other assets 250 (250)
Decrease in investments 13 14
---------- ----------
Net cash provided by (used in) investing activities 263 (236)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Additions to notes payable 1,440 24,963
Repayments of notes payable (4,422) (514)
Payments to settle liabilities subject to compromise - (18,302)
Issuance of new shares to Leucadia Financial
Corporation for cash - 810
---------- ----------
Net cash provided by (used in) financing activities (2,982) 6,957
---------- ----------
Net increase (decrease) in cash (811) 789
Cash and cash equivalents, beginning of period 2,373 1,085
---------- ----------
Cash and cash equivalents, end of period $ 1,562 $ 1,874
========== ==========
See notes to interim consolidated financial statements.
5
HOMEFED CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies. The unaudited
interim consolidated financial statements, which reflect all
adjustments (consisting only of normal recurring items) that
management believes necessary to present fairly results of
interim operations, should be read in conjunction with the
Notes to Consolidated Financial Statements (including the
Summary of Significant Accounting Policies) included in the
audited consolidated financial statements for HomeFed
Corporation ("HomeFed" or the "Company") for the year ended
December 31, 1995, which are included in the Company's Annual
Report on Form 10-K for such year (the "1995 10-K"). Results
of operations for interim periods are not necessarily
indicative of annual results of operations. The consolidated
balance sheet at December 31, 1995 was extracted from the
Company's audited consolidated financial statements in the 1995
10-K, and does not include all disclosures required by
generally accepted accounting principles for annual financial
statements.
2. Chapter 11 Bankruptcy and Plan of Reorganization. On July 3,
1995, the Company emerged from Chapter 11 Bankruptcy protection
pursuant to its court approved plan of reorganization (the
"Plan"). The Plan was principally funded by a $20,000,000
convertible note (the "Convertible Note") issued to Leucadia
Financial Corporation ("LFC"), an indirect wholly-owned
subsidiary of Leucadia National Corporation, and by LFC's
purchase of 2,700,000 newly issued $.01 par value common shares
("Common Stock") of the Company for $810,000.
As part of the Plan, the Company settled pending litigation
with the Resolution Trust Company (the "RTC") in its capacity
as receiver and conservator of HomeFed Bank, F.S.B. ("HomeFed
Bank"), a former subsidiary of the Company. Under the RTC
settlement, the Company paid the RTC $3,100,000 and the Company
received a receivership certificate from the RTC which was
redeemed by the RTC for $1,402,000. In addition, the RTC
settlement provides that the Company is entitled to receive
$850,000 from any tax refunds received by the RTC relating to
HomeFed Bank for years prior to 1992. The Company has not
recorded an asset related to such tax refunds and no assurance
can be given that any such tax refunds will actually be
received.
Also under the Plan, general unsecured creditors, principally
the holders of the Company's convertible subordinated
debentures, received a pro rata share of (i) $16,900,000, (ii)
the Company's rights to the RTC tax refund relating to HomeFed
Bank and the $1,402,000 receivership certificate proceeds,
(iii) 1,500,000 shares of Common Stock valued by the Bankruptcy
6
Court at $.30 per share, and (iv) an interest in the litigation
trust described below.
The Plan also provided for the issuance of 5,800,000 new shares
of Common Stock to the pre-effective date stockholders of the
Company and the old shares of common stock (approximately
21,484,000 shares) were canceled. As a result of shares
received as a general unsecured creditor and shares purchased
as described above, LFC owns approximately 41.2% of the
Company's Common Stock, without giving effect to the Common
Stock that LFC may acquire in the future pursuant to the terms
of the Convertible Note.
The Company's Restated Certificate of Incorporation contains
certain transfer restrictions with respect to the Company's
stock. Generally, such provisions restrict a person's ability
to accumulate 5% or more of the Company's Common Stock, as well
as the ability of a 5% stockholder to acquire additional shares
of Common Stock, in each case, after giving effect to numerous
rules of attribution, aggregation and calculation. In addition,
pursuant to the Plan, the Company is prohibited from issuing
additional shares of stock until July 3, 1999. The Company's
Restated Certificate of Incorporation further prohibits the
Company from issuing or redeeming any shares of stock as long
as the Convertible Note is outstanding. None of the foregoing
restrictions will prevent LFC's exchange of the Convertible
Note for Common Stock.
Certain pending claims are being prosecuted by a litigation
trust created for the benefit of the Company's creditors under
the Plan. Pursuant to the Plan, the Company loaned $250,000 to
the trust in order to pay litigation costs. The loan was
repaid with interest in the third quarter of 1996. The Company
will not otherwise receive any benefits from the trust.
3. Earnings Per Share. Primary earnings (loss) per share of
Common Stock for all periods presented was calculated by
dividing net earnings (loss) by the 10,000,000 shares of Common
Stock issued on July 3, 1995. Primary earnings (loss) per
share calculations based upon the pre-effective date
outstanding shares are not meaningful.
Fully diluted earnings (loss) per share of Common Stock was
calculated as described above and, for the periods ended
September 30, 1996, conversion of the Convertible Note was not
assumed since the effect of such assumed conversion would have
been to decrease loss per share. Fully diluted earnings per
share of Common Stock for the periods ended September 30, 1995
assumes the Convertible Note had been converted into Common
Stock and earnings increased to eliminate the related interest
expense. The number of shares used to calculate fully diluted
earnings (loss) per share was 10,000,000 and 24,657,000 for the
nine month periods ended September 30, 1996 and 1995,
respectively, and 10,000,000 and 53,492,000 for the three month
periods ended September 30, 1996 and 1995, respectively.
7
4. Related Party Transactions. Notes payable consist primarily of
the Convertible Note issued to LFC and a note issued to LFC as
part of LFC's agreement to provide construction financing to
the Company, as described below. The Convertible Note bears
interest at 12% per annum payable quarterly; however, interest
is only paid if the Company has sufficient funds available, as
determined pursuant to the provisions of the loan agreement.
Unpaid interest is added to the principal balance each quarter.
Interest accrued during the nine month period ended September
30, 1996 of $1,968,000 was not paid and was added to the
principal balance as of September 30, 1996.
The construction financing bears interest based on the prime
rate, and any unpaid interest is added to the principal balance
at the end of each month. The interest rate at September 30,
1996 was 9.50%. Interest accrued during the nine month period
ended September 30, 1996 on the construction financing totaled
$381,000, of which $118,000 was paid to LFC and $263,000 was
added to the principal balance during such period. Payments of
principal and interest on the loans are payable on demand, and
if payments are not made upon demand, the applicable interest
rate is increased by 3% per annum. A payment equal to 110% of
the construction cost of the property being released is
required in order to release property from the construction
financing lien. As of September 30, 1996, the balance of the
construction financing loan was $3,071,000.
Pursuant to an Administrative Services Agreement dated March 1,
1996 (the "Administrative Services Agreement"), LFC has agreed
to provide administrative services to the Company for an annual
fee of $141,000, payable in monthly installments, through March
1, 1997. After March 1, 1997, the Administrative Services
Agreement provides that LFC and the Company will negotiate in
good faith to determine the compensation to be paid to LFC
under the Administrative Services Agreement for subsequent
periods. The Administrative Services Agreement will terminate
on March 1, 1999; provided, however, that LFC may terminate the
Administrative Services Agreement prior to March 1, 1999, upon
30 days written notice, if the Company and LFC are unable to
reach an agreement regarding the compensation to be paid to LFC
for periods after March 1, 1997. Administrative fees paid to
LFC for the nine month period ended September 30, 1996 totaled
$108,000.
5. Paradise Valley. In June of 1996, the Company entered into an
agreement to sell certain improved lots at the Paradise Valley
Project to The Forecast Group, L.P. In addition, the Company
granted options to The Forecast Group, L.P. to purchase certain
additional unimproved and partially improved lots from the
Company. The agreement and the options were subsequently
terminated by the buyer. On October 3, 1996, the Company
entered into new agreements with The Forecast Group, L.P.
Under the new agreements, the Company agreed to sell a total of
124 improved lots at the Paradise Valley Project to The
Forecast Group, L.P. for a total purchase price of $5,316,000.
8
The sale of 62 lots covered by the agreements closed on October
31, 1996, and the Company received $2,670,000, less closing
costs. Subject to certain conditions, the sales of the
remaining lots are expected to close on May 1, 1997 and
September 1, 1997, pursuant to which the Company will receive
$1,010,000 and $1,636,000, respectively, less closing costs.
The Company has also granted options to The Forecast Group,
L.P. to purchase 156 additional lots for a total purchase price
of $5,781,950. The option with respect to 81 of these lots
will become exercisable following the sale expected to close on
May 1, 1997, and the option with respect to the remaining lots
will become exercisable following the sale expected to close on
September 1, 1997, each as described above. The options expire
on May 1, 1998. The Company is currently evaluating the real
estate market to determine the timing of development of the
remaining sites in the project.
6. Provision for Losses on Real Estate Investments. During the
nine month period ended September 30, 1996, the Company
recorded a loss of $1,017,000 due to its decision not to
complete the home development on the four detached single-
family residential sites at the Paradise Valley Project as
originally planned. The Company ceased building additional
homes at these sites and it is in the process of selling off
all remaining homes in inventory. The Company accepted a cash
offer for 124 unbuilt lots and granted options for the purchase
of 156 unbuilt lots as mentioned in Note 5 above.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The purpose of this section is to discuss and analyze the
Company's consolidated financial condition, liquidity and capital
resources and results of operations. This analysis should be read
in conjunction with the Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in the
Company's 1995 10-K.
General
The Company is a holding company primarily engaged in the
investment in and development of residential real estate projects
in Northern California, through its wholly-owned subsidiaries
HomeFed Communities, Inc. and HomeFed Resources Corporation. The
Company's subsidiaries enter into contracts with local builders and
developers to provide construction, marketing and management
services.
Liquidity and Capital Resources
For the nine month period ended September 30, 1996, net cash
was provided by operating activities, principally from sales of
real estate. For the nine month period ended September 30, 1995,
net cash was used by operating activities, principally for real
estate development projects and to pay reorganization expenses.
The Company is a holding company whose principal source of funds is
dividends or borrowings from its subsidiaries. As a result, the
Company is dependent upon the cash flow, if any, from the real
estate development projects of its subsidiaries in order to pay its
expenses. The Company expects such cash flows will be sufficient
to cover overhead expenses and, pending receipt of funds from The
Forecast Group, L.P. ("The Forecast Group"), the Company expects cash
flows will also be sufficient to permit debt service payments on the
Convertible Note beginning in 1997. As more fully described in the 1995
10-K, no principal payments are due on the Convertible Note until July 1998
and accrued interest is only required to be paid under certain
conditions. Any unpaid interest is added to the principal balance
of the note on a quarterly basis.
LFC has agreed to provide up to an aggregate of $15,000,000 of
construction financing to certain of the Company's subsidiaries and
their affiliates while the Convertible Note is outstanding. The
construction financing is collateralized by certain assets of the
Company's subsidiaries or their affiliates, including real estate
under development. To facilitate the sale of property to home
buyers, LFC has agreed to release property from the construction
financing lien when it receives 110% of the assigned cost of
construction as a payment towards the outstanding loan. The
construction financing bears interest based upon the prime rate,
and any unpaid interest is added to the principal balance at the
end of each month. As of September 30, 1996, the outstanding
balance on this loan was approximately $3,071,000. The Company
believes that the construction financing provided by LFC will be
10
adequate to complete its current development plans. Any additional
financing required from a lender other than LFC cannot be
collateralized by any of the Company's assets without LFC's
consent. Accordingly, the Company may be unable to obtain
additional financing from sources other than LFC.
In June of 1996, the Company entered into an agreement to sell
certain improved lots at the Paradise Valley Project to The
Forecast Group. In addition, the Company granted options to The Forecast
Group to purchase certain additional unimproved and partially improved
lots from the Company. The agreement and the options were subsequently
terminated by the buyer. On October 3, 1996, the Company entered into new
agreements with The Forecast Group, pursuant to which the Company agreed to
sell a total of 124 improved lots at the Paradise Valley Project to
The Forecast Group for a total purchase price of $5,316,000. The
sale of 62 lots covered by the agreements closed on October 31, 1996 and
the Company received $2,670,000, less closing costs. Subject to certain
conditions, the sales of the remaining lots are expected to close on May
1, 1997 and September 1, 1997, pursuant to which the Company expects to
receive $1,010,000 and $1,636,000, respectively, less closing costs.
The Company intends to use a portion of the proceeds from the foregoing sales
to repay the outstanding balance of the construction financing provided by
LFC. The Company has also granted options to The Forecast Group to purchase
156 additional lots from the Company for a total purchase price of $5,781,950.
The option with respect to 81 of these lots will become exercisable following
the sale expected to close on May 1, 1997, and the option with respect to
the remaining lots will become exercisable following the sale expected to
close on September 1, 1997, each as described above. The options expire on
May 1, 1998. It is uncertain whether the options will be exercised; however,
if such options are exercised, the Company expects to use the proceeds from
the sale of the lots covered by such options for future real estate
development, debt service payments on the Convertible Note and for working
capital needs.
Results of Operations
Sales of residential properties decreased in the nine month
period ended September 30, 1996, compared to the same period in
1995, due to reduced sales of new and trade home inventory. In the
three month period ended September 30, 1996, compared to the same
period in 1995, sales of residential properties increased because of a change
in the mix of homes sold. The Company sold the same number of homes in each
of the three month periods; however, the Company sold only new homes in the
1996 period, whereas, in the 1995 period the Company sold both trade and
new homes. New homes generally have higher sales prices than trade homes.
The decrease of cost of sales in the nine month period ended
September 30, 1996, compared to the same period in 1995, primarily
reflects the reduced level of sales. The increase of cost of sales
in the three month period ended September 30, 1996 reflects the mix
of homes sold and the reallocation of construction costs resulting from
the Company's decision to sell all remaining unbuilt lots in
11
the four detached single-family residential sites at the Paradise
Valley Project.
During the nine month period ended September 30, 1996, the
Company recorded a provision for losses on real estate investments
of $1,017,000 related to its decision not to complete the four
detached single-family residential sites at the Paradise Valley
Project as originally planned.
Interest expense on the Convertible Note to LFC was approximately
$680,000 and $1,968,000 for the three month and nine month periods
ended September 30, 1996, compared to $585,000 for the same periods
in 1995. Interest expense on the construction financing loan
relating to substantially completed homes in inventory was $113,000
and $355,000 for the three month and nine month periods ended
September 30, 1996. All interest was capitalized on the
construction financing loan for the same periods in 1995.
In 1995, reorganization expenses primarily resulted from the settlement
of litigation with the RTC for a net amount of approximately $1,698,000.
Income tax expense for all periods presented principally relates
to state franchise taxes. The Company has not recorded federal
income tax benefits for its operating losses due to the uncertainty
of sufficient future taxable income which is required in order to
record such tax benefits.
In 1995, the extraordinary gain on debt discharged in bankruptcy resulted
from the Company's satisfaction of liabilities to creditors subject to
compromise of approximately $127,458,000, principally by the payment of
$18,302,000 and the issuance of 1,500,000 shares of Common Stock.
12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed with this report.
10.1 Paradise Valley Unit 1 First Closing Purchase
Agreement and Escrow Instructions, dated October 3,
1996, between Paradise Valley Communities No. 1 and
The Forecast Group, L.P.
10.2 Paradise Valley Unit 2 First Closing Purchase
Agreement and Escrow Instructions, dated October 3,
1996, between Paradise Valley Communities No. 1 and
The Forecast Group, L.P.
10.3 Paradise Valley Unit 1 Second Closing Purchase
Agreement and Escrow Instructions, dated October 3,
1996, between Paradise Valley Communities No. 1 and
The Forecast Group, L.P.
10.4 Paradise Valley Unit 2 Second Closing Purchase
Agreement and Escrow Instructions, dated October 3,
1996, between Paradise Valley Communities No. 1 and
The Forecast Group, L.P.
10.5 Paradise Valley Unit 3 Option to Purchase Real
Property and Escrow Instructions, dated October 3,
1996, between Paradise Valley Communities No. 1 and
The Forecast Group, L.P.
10.6 Paradise Valley Unit 4 Option to Purchase Real
Property and Escrow Instructions, dated October 3,
1996, between Paradise Valley Communities No. 1 and
The Forecast Group, L.P.
27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter for
which this report is filed.
13
SIGNATURES
Pursuant to the requirements 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.
HOMEFED CORPORATION
/s/ CORINNE A. MAKI
CORINNE A. MAKI, Treasurer
(Authorized Signatory and
Principal Financial and
Accounting Officer)
Date: November 13, 1996
14
INDEX TO EXHIBITS
Exhibits
10.1 Paradise Valley Unit 1 First Closing Purchase Agreement
and Escrow Instructions, dated October 3, 1996, between
Paradise Valley Communities No. 1 and The Forecast Group,
L.P.
10.2 Paradise Valley Unit 2 First Closing Purchase Agreement
and Escrow Instructions, dated October 3, 1996, between
Paradise Valley Communities No. 1 and The Forecast Group,
L.P.
10.3 Paradise Valley Unit 1 Second Closing Purchase Agreement
and Escrow Instructions, dated October 3, 1996, between
Paradise Valley Communities No. 1 and The Forecast Group,
L.P.
10.4 Paradise Valley Unit 2 Second Closing Purchase Agreement
and Escrow Instructions, dated October 3, 1996, between
Paradise Valley Communities No. 1 and The Forecast Group,
L.P.
10.5 Paradise Valley Unit 3 Option to Purchase Real Property
and Escrow Instructions, dated October 3, 1996, between
Paradise Valley Communities No. 1 and The Forecast Group,
L.P.
10.6 Paradise Valley Unit 4 Option to Purchase Real Property
and Escrow Instructions, dated October 3, 1996, between
Paradise Valley Communities No. 1 and The Forecast Group,
L.P.
27 Financial Data Schedule.
15