Item 1. Business
GENERAL DEVELOPMENT OF BUSINESS
Thackeray Corporation ("Thackeray" or the "Company") is a Delaware corporation which holds real estate for investment.
DESCRIPTION OF BUSINESS
Thackeray's business is the management of its real estate investments. The Company does not presently intend to acquire additional real estate assets. For information with respect to Thackeray's real estate, see Notes 1 and 3 of Notes to Consolidated Financial Statements included in the Annual Report, which Notes are incorporated herein by reference.
On May 20, 1996, the Company and affiliates of Belz Enterprises ("Belz") entered into an Agreement of Limited Partnership of BT Orlando Limited Partnership. Pursuant to this agreement, the Company agreed to contribute approximately 140 acres of its Orlando, Florida property to the partnership, which property was valued at $15,246,000 for capital account purposes. The partnership, with an affiliate of Belz and Brennand-Paige Industries, Inc., a subsidiary of the Company, as general partners, will develop, construct, operate and lease a retail and entertainment shopping center complex on the property. The Company will participate in the cash flow, sales proceeds and refinancing proceeds from the development, financing or disposition of such project.
In addition, on May 20, 1996, the Company and Belz Investco entered into a letter agreement regarding the development of the remaining approximately 78 acres of the Company's Orlando, Florida property, which property will be valued at $8,487,000 for capital account purposes. Pursuant to this letter agreement, the parties agreed to form a new partnership to develop 22.5 acres of such property as commercial property and 55.5 acres thereof as multi-family residential property. The Company, through a subsidiary, and Belz, or one of its affiliates, will be 50% owners of such partnership.
In August 1996, the Company sold its 90.9 acre Dade County, Florida property for $2,159,000, realizing a gain on the transaction of $1,009,000.
In November 1996, the Company entered into an agreement for the sale of its Sumter County, Florida property for $104,000, generating a loss on the transaction of $49,000. The transaction closed in January 1997. For financial reporting purposes the transaction is being recorded as having closed in 1996.
Indebtedness
For information with respect to the Company's indebtedness, see Note 4 of Notes to Consolidated Financial Statements included in the Annual Report, which Note is incorporated herein by reference.
General
As of December 31, 1996, the Company had two employees.
Item 2.
Item 2. Properties
For additional information with respect to the Company's investments in real estate and to its lease obligations, see Notes 1, 3 and 7 of Notes to Consolidated Financial Statements included in the Annual Report, which Notes are incorporated herein by reference.
Thackeray's executive offices are located at 400 Madison Avenue, New York, New York. The lease at this location expires in December 1997 and provides for an annual base rent of $32,000.
Item 3.
Item 3. Legal Proceedings
There are no legal proceedings currently pending against the Company or its subsidiaries.
Item 4.
Item 4. Submission of Matters to a Vote of Stockholders
During the quarter ended December 31, 1996, no matters were submitted to a vote of stockholders through the solicitation of proxies or otherwise.
PART II
Item 5.
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
Reference is made to the information set forth in the section entitled "Market for Thackeray's Common Stock and Related Stockholder Matters" in the Annual Report, which section is incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data
Reference is made to the information set forth in the section entitled "Selected Financial Data" in the Annual Report, which section is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Reference is made to the information set forth in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Annual Report, which section is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data
Reference is made to the information set forth in the following sections of the Annual Report, which sections are incorporated herein by reference:
1. Report of Independent Public Accountants.
2. Consolidated Balance Sheets -- December 31, 1996 and 1995.
3. Consolidated Statements of Operations for the years ended December 31, 1996, 1995 and 1994.
4. Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994.
5. Notes to Consolidated Financial Statements -- December 31, 1996, 1995 and 1994.
Item 9.
Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure
Not Applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Reference is made to the information to be set forth in the section entitled "Election of Directors" in the definitive proxy statement involving the election of directors in connection with the Annual Meeting of Stockholders of the Company to be held on May 8, 1997 (the "Proxy Statement"), which section is incorporated herein by reference. The Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 1996 pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.
Item 11.
Item 11. Executive Compensation
Reference is made to the information to be set forth in the section entitled "Election of Directors" in the Proxy Statement, which section is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Reference is made to the information to be set forth in the sections entitled "Ownership of Voting Securities" and "Election of Directors - Security Ownership of Management" in the Proxy Statement, which sections are incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
Reference is made to the information to be set forth in the section entitled "Election of Directors - Compensation and Interest of Management in Certain Transactions" in the Proxy Statement, which section is incorporated herein by reference.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(1) and (2) - The response to this portion of Item 14 is submitted as a separate section of this report entitled "List of Financial Statements and Financial Statement Schedules."
(3) - Exhibits:
3(a)(i) - Certificate of Incorporation of the Company. (1)
3(a)(ii) - Certificate of Designation of $4.15 Cumulative Preferred Stock. (2)
3(a)(iii) - Amendment to Certificate of Incorporation of the Company.(3)
3(b) - By-Laws of the Company. (1)
10(a) - Agreement of Limited Partnership of BT Orlando Limited Partnership, dated May 20, 1996, among BEF, Inc., Brennand-Paige Industries, Inc., BT Partnership and EST Orlando, Ltd. (4)
10(b)-Number 2 Partnership Letter Agreement, dated May 20, 1996, between the Company and Belz Investco L.P. (4)
11 - Statement re Computation of Per Share Data.
13 - The Company's 1996 Annual Report to Stockholders.
21 - Subsidiaries of the Company.
27 - Financial Data Schedule.
--------------------
(1) Incorporated by reference to the Company's Registration Statement on Form S-14 (SEC File No. 2-73435).
(2) Incorporated by reference to the Company's Registration Statement on Form S-11 (SEC File No. 2-84299).
(3) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992.
(4) Incorporated by reference to the Company's Proxy Statement, dated August 5, 1996.
(b) - During the quarter ended December 31, 1996, the Company did not file any reports on Form 8-K.
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.
Date: March 26, 1997 THACKERAY CORPORATION (Registrant)
By: /s/ Martin J. Rabinowitz --------------------------------- Name: Martin J. Rabinowitz Title: President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ----
Chairman of the Board, President and Director /s/ Martin J. Rabinowitz (Principal Executive Officer) March 26, 1997 - --------------------------- Martin J. Rabinowitz
Vice President, Finance, Treasurer, Secretary and Director (Principal Financial /s/ Jules Ross and Accounting Officer) March 26, 1997 - --------------------------- Jules Ross
/s/ Ronald D. Rothberg Director March 26, 1997 - --------------------------- Ronald D. Rothberg
/s/ Moses Rothman Director March 26, 1997 - --------------------------- Moses Rothman
/s/ John Sladkus Director March 26, 1997 - --------------------------- John Sladkus
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (2)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1996
THACKERAY CORPORATION
NEW YORK, NEW YORK
Form 10-K -- Items 14(a)(1) and (2)
THACKERAY CORPORATION
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Thackeray Corporation, included in the Annual Report to Stockholders for the year ended December 31, 1996, are incorporated by reference in Item 8 of this report.
1. Report of Independent Public Accountants.
2. Consolidated Balance Sheets -- December 31, 1996 and 1995.
3. Consolidated Statements of Operations for the years ended December 31, 1996, 1995 and 1994.
4. Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994.
5. Notes to Consolidated Financial Statements -- December 31, 1996, 1995 and 1994.
The following financial statement schedules of Thackeray Corporation are filed herewith:
Report of Independent Public Accountants on Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Stockholders of Thackeray Corporation:
We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in Thackeray Corporation's 1996 Annual Report to Stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated March 24, 1997. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in the List of Financial Statements and Financial Statement Schedules is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.
Arthur Andersen LLP
New York, New York March 24, 1997
EXHIBIT INDEX
TO
THACKERAY CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1996
Exhibit No. Description of Document - ----------- -----------------------
3(a)(i) -- Certificate of Incorporation of the Company. (1)
3(a)(ii) -- Certificate of Designation of $4.15 Cumulative Preferred Stock. (2)
3(a)(iii)-- Amendment to Certificate of Incorporation of the Company. (3)
3(b) -- By-laws of the Company. (1)
10(a) -- Agreement of Limited Partnership of BT Orlando Limited Partnership, dated May 20, 1996, among BEF, Inc., Brennand-Paige Industries, Inc., BT Partnership and EST Orlando, Ltd. (4)
10(b) -- Number 2 Partnership Letter Agreement, dated May 20, 1996, between the Company and Belz Investco L.P. (4)
11 -- Statement re Computation of Per Share Data.*
13 -- The Company's 1996 Annual Report to Stockholders.*
21 -- Subsidiaries of the Company.*
27 -- Financial Data Schedule.* ___________________________________ * Filed herewith (1) Incorporated by reference to the Company's Registration Statement on Form S-14 (SEC File No. 2-73435). (2) Incorporated by reference to the Company's Registration Statement on Form S-11 (SEC File No. 2-84299). (3) Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992. (4) Incorporated by reference to the Company's Proxy Statement, dated August 5, 1996.