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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For fiscal year ended: December 31, 1996
Commission File Number: 0-9773
TASA PRODUCTS LIMITED
(Exact name of registrant as specified in it's charter)
Washington 91-1121874
State or other Jurisdiction of (IRS Employer ID No.)
incorporation or organization
14508 SE 51st, Bellevue, WA 98006
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (206) 746-6761
Securities registered pursuant to Section 12(b) of the Act: None
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
DOCUMENTS INCORPORATED BY REFERENCE
Form S-1, TASA Products Limited, Commission File No. 2-68566, but
excluding the balance sheet of TASA Products Limited together with
the report of independent certified public accountants, is
incorporated by reference in Items 1, 5, 11 and 13.
Exhibit Index Pgs. 9 to 17
Item 1: Description of Business
TASA PRODUCTS LIMITED (hereinafter call the "Partnership"), is a
Washington State limited partnership organized as of June 19, 1980 for
the purpose of acquiring the rights in a group of related electronic
products and developing these products further to a point where they
could be commercially produced and marketed. The Partnership conducts no
other business. Michel E. Maes and James R. Steffey are General
Partners, and may remain as General Partners for the life of the
Partnership unless removed pursuant to the Partnership Agreement. The
sale of the Limited Partnership Interests in the Partnership were made
pursuant to Registration Statement No. 2-68566 filed with the Securities
and Exchange Commission and declared effective on November 7, 1980. The
purchasers of said Limited Partnership Interests for Phases 1, 2, 3, 4, 5
and 6 of the Partnership are the Limited Partners of the Partnership as
of December 31, 1981.
The Partnership's business is more fully described under the caption
"Projects of the Partnership" in the Prospectus forming a part of the
Registration Statement described above (hereinafter called the
"Prospectus"), which, except for the balance sheet and report of
accountants contained herein, is incorporated herein by this reference
for all purposes.
The Partnership has no employees. The partnership originally licensed
the manufacture and sale of its products to Communications Research
Corporation, (CRC), a subsidiary of Energy Sciences Corporation, (ESC).
The Partnership subsequently has licensed LINC Technology Corporation, an
affiliate of the General Partners, as more fully described in Item 7
below. TASA's principal products currently being sold by LINC are the
Data Over Voice Encoder, (DOVE), and Line Carrier Modem, (LCM).
Item 2: Properties
The Partnership does not have any principal plants or physical
properties.
Item 3: Legal Proceedings
The staff of the Securities and Exchange Commission's Division of
Enforcement recommended to the Commission that it authorize the staff to
file a civil injunctive action against Energy Sciences Corporation,
Michel E. Maes, James R. Steffey, and the Partnership to require timely
filing of reports with the commission. Such an injunction was entered on
June 25, 1986. All subsequent reports have been timely filed.
On April 29, 1986, TASA Products Limited and Energy Sciences Corporation
filed petitions for reorganization under Chapter 11 of the Bankruptcy
Laws. The Petitions were filed in the United States Bankruptcy Court for
the Western District of Washington, at Seattle, as Case No.'s 86-02993-
Wll and 86-02994-Wll.
Energy Sciences Corporation was dismissed from Chapter 11 on May 13,
1988. ESC had financial dealings and intercompany transactions with the
partnership. The assets of ESC, which included amounts owed by the
partnership to ESC and the license rights to manufacture and market the
partnership's products granted by the partnership to a subsidiary of ESC,
were foreclosed upon by the sole secured creditor of ESC, the law firm of
Murphy, Elgot & Moore, but the full effect on the partnership has not yet
been determined. (See item 7 below).
On October 16, 1989 the United States Bankruptcy Court ordered that the
partnership's Chapter 11 be converted to a Chapter 7. Mr. Ronald Brown
of Leach, Brown & Andersen, Seattle Washington, was appointed trustee.
On May 11, 1990, the General Partners of the partnership filed an
ammended motion to dismiss the Chapter 7. This motion was granted and
the partnership is no longer in bankruptcy..
Item 4: Submission of Matters to a Vote of Security Holders
None
Item 5: Market Price of and Dividends on the Registrant's Common
Equity Related Security Holder Matters
(a) There is no market for the Securities of the
Registrant.
(b) There are 588 investor limited partners as of
December 31, 1996.
(c) The partnership does not pay dividends. Royalties, based
on a percentage of gross sales of the partnership products, if any, made
by a licensee of the partnership's products are to be distributed to the
partners, less reserves and payments for partnership operating,
maintenance and reporting expenses as determined by the General Partners.
Under terms of the present license agreement in place, royalties were
owed on amounts collected by the licensee on sales made after September
1991 to be accrued and paid in the following accounting quarter starting
with the first quarter of 1992. See Item 7 below.
Item 6: Selected Financial Data
TASA Products Limited is a Limited Partnership and the partners hold
partnership interests rather than stock. A summary of financial activity
for 1996 is a follows:
Royalty Revenues $ 0.00
Other Revenues 0.00
Loss from Continuing Operations (Reporting Expenses) ($ 0.00)
Net Income per Partnership Unit 0.00
Total Assets $ 0.00
Long Term Obligations $2,384,819.00
Royalty Payments to Partners per Unit 0.00
Item 7: Management's Discussion and Analysis of the Financial
Condition and Results of Operation
The partnership owns the proprietary rights to certain products
which are licensed to LINC Technology Corporation as described
more fully below. The partnership conducts no operations itself
and its revenues will be solely from royalty income. Under the
terms of a new license now in effect, no sales were subject to
royalties in 1996. Tax, Securities and Exchange Commission, and
Partnership Reporting expenses were not charged to the
partnership in 1996. There has been no change in the net assets.
When ESC's bankruptcy was dismissed in May 1988, all remaining assets
were repossesed by the sole secured creditor of ESC, Murphy, Elgot &
Moore, represented by Mr. Thomas Murphy. These assets are primarily
amounts owed to ESC by the partnerships and the rights to produce
electronics products at CRC. The General Partners began discussions with
Mr. Murphy, (who was also counsel for ESC and the partnerships), on plans
to recommercialize the electronic products. They were joined by Mr.
Keith Nichols, who had purchased a portion of the electronics inventory
from CRC when ESC was still in Chapter 11. After conducting preliminary
market research and reaching a basic understanding with Mr. Murphy, a new
company was formed in September 1988, called LINC Technology Corporation.
The company is owned, at present, by Messrs. Maes, Steffey, and Nichols
in the amount of 19% each; Mr. Murphy owns 10% and the balance of 33% is
owned by outside investors. Mr. Nichols left the company in 1991 and is
no longer an active participant, but remains a stockholder. LINC was
formed, and was initially privately financed with $49,000 of cash, plus
donated time, to pursue a variety of opportunities in electronics and
data communications. LINC believes that a market remains for the
partnership's products. Continued emphasis is on LCM and DOVE.
The Partnership made only one attempt to negotiate a license for its
products following the dissolution of Energy Sciences Corporation and its
subsidiary, Communications Research Corporation (the initial licensee),
in 1988. A non-affiliated company had been formed in 1987 called CRC,
Inc., of which Mr. Keith Nichols was a co-founder and partner. (As
described above, Mr. Nichols was subsequently a co-founder of LINC
Technology Corporation in 1988, along with Mr. Steffey and Mr. Maes,
general partners of the partnership). CRC, Inc. purchased inventory of
the partnership's products in 1987 from the Energy Sciences Corporation
Trustee. Because there are no patents or trade secrets covering any of
the partnerships products, the owners of CRC, Inc. felt no responsibility
to pay royalties to the partnership (and had no legal obligation to do
so) when the issue was discussed with them. It was felt that this would
be the case with any outside third party the general partners might
approach. When Mr. Nichols expressed a desire to pursue the market more
aggressively than CRC, Inc. was doing, Mr. Steffey and Mr. Maes proposed
the formation of LINC Technology Corporation with the understanding that
LINC would pay royalties on partnership products in the future. LINC was
formed and Mr. Nichols subsequently sold the inventory of partnership
products he owned personally to LINC for ultimate resale to outside
customers. The royalty arrangement arrived at between the partnership
and LINC was modeled after one negotiated with New Detonics Manufacturing
Corporation (NDMC) for a group of affiliated partnerships, as part of the
sale of assets of another Energy Sciences Corporation subsidiary,
Detonics Manufacturing Corporation to NDMC. That royalty arrangement
called for 4% royalties and a four year deferment.
The license entered into between the partnerships and LINC calls for a
royalty building to 5% of gross sales to be paid to each partnership on
sales, if any, of its own products (compared to the prior formula with
CRC which ranged from 10% down to 6%). Royalties are paid on amounts
actually collected by LINC from sales of partnership products and
calculated and accrued in the following quarterly accounting period.
The details of the royalty arrangement are as follows: Initial royalties
of 1% are payable on collected invoices for sales starting in September
1990, followed by 2% in September 1991 and 5% per year starting in
September 1992 and thereafter. The royalty is divided between
partnerships in the case of joint ownership of product rights. TASA
receives 45% of the 5% royalty from sales of DOVE and 90% of the 5% from
sales of LCM. In 1995, a new royalty agreement was put into
effect in order to reduce administrative expenses. Under the new
plan, no royalties will accrue to the partnership until a total of
$300,000.00 of sales on products licensed to LINC Technology
Corporation have been generated and collected. At that point, a
lump sum royalty payment of $15,000.00 will be paid to the
patrnership group of TASA Products Limited (the Partnership),
Energy Sciences Limited Partnership, Telemetric Controls Limited
Partnership, and Communications Link Limited Partnership. After
such payment, again no royalty will accrue or be owed until
another $300,000.00 in sales has occured, after which a second
lump sum of $15,000.00 is due, and so forth. LINC Technology
Corporation will be responsible for periodic mailings to the
partnership at its expense. Bases on IRS regulations, no
partnership 1065 tax returns and K-1s will have to be filed or
issued until the royalty accrues.
LINC Technology Corporation's address is 2635 151st Pl NE,
Redmond, WA; telephone 206-882-2206. LINC Technology Corporation
also uses the DBA of DATA-LINC Group.
As previously reported, one remaining item from the dismissal of Energy
Sciences Corporation's bankruptcy is the residual amount owed to ESC by
the partnership, and now to the law firm of Murphy & Elgot. The general
partners expect to settle the matter by the payment to Murphy & Elgot of
a small percentage of the partnership's overall royalty cash flow.
The partnership's ultimate success is dependant on LINC's ability to
generate sales and to obtain capital, which can not be assured,
and remains difficult. Total sales at LINC in 1996 were
$1,194,000.00 compared to $249,000.00 for 1995. Only about
$47,000.00 of LINCs 1996 sales were on products licensed from the
partnership.
Since 1991, new product development work was been undertaken at
Linc and other affiliates, including independent R&D efforts by
the general partners personally, which created some products that
interface with and complement the products owned by the
partnership and could enhance sales of the partnership's products
in the future. Sales of partnership products for calender 1997
can not be predicted but are expected to remain modest. LINC has
modest working capital and does not do advertising. LINC relies
on Manufacturers Representatives and Distributors to generate most
of its sales leads. Production is self funded through inventory
turnover. LINC's major marketing effort remains on industrial data
communications
Item 8: Financial Statements and Supplementary Data
(a) Unaudited financial statements, submitted in accordance
with Reg. 210.3-11 of Regulation S-X, are attached as Exhibit 1 and are
herein incorporated by reference.
Item 9: Disagreements on Accounting and Financial Disclosure
Matters
TASA has no independent accountant at present.
PART III
Item 10: Directors and Executive Officers of the Registrant
The Partnership has no directors or officers. Management of the
Partnership is vested in the General Partners. The name of each present
General Partner of the Partnership, the nature of other positions held by
him, and his educational background is set forth below.
Michel E. Maes, age 59, graduated from the University of Washington in
Physics in 1959. He subsequently did post-graduate work in various
phases of physics. He was an engineer of the Boeing Company from 1959 to
1961; an engineer and later Director of Advanced Projects for Rocket
Research Corporation, from 1961 to 1966; President of Explosives
Corporation of America and Chairman of the Board of Petroleum Technology
Corporation, both subsidiaries of Rocket Research Corporation, from 1966
to 1971. Up until December 5, 1986, Mr. Maes served as Chairman of the
Board at ESC. Mr. Maes is now President of LINC Technology Corporation.
James R. Steffey, age 60, is a graduate of the University of Washington
in Physics, with post-graduate study in plasma physics. He was Director
of International Operations at Explosives Corporation of America from
1969 to 1972. From 1972 to 1973 he was a consultant with Stevens and
Company, an investment counseling firm. He joined ESC in 1973 and until
December 5, 1986, was President and a Director of ESC. Mr. Steffey is
now Vice-President of Marketing of LINC Technology Corporation. Mr.
Steffey was not closely involved with the technical aspects of the
Partnership's activities.
Item 11: Executive Compensation
The Partnership has no directors, officers or employees and thus pays no
direct compensation. The General Partners were paid a one-time
management fee in 1982. The General Partners and their affiliates
received certain compensation as described in the table "Compensation and
Fees to General Partners and Affiliates" in the Prospectus which is
hereby incorporated by reference.
Item 12: Security Ownership of Certain Beneficial Owners and
Management
(a) The only outstanding voting securities of the Limited
Partnerships are those Limited Partnership interests owned by the
investors or their successors in interest. No single person owns 5% or
more.
(b) The General Partners hold no limited partnership
interests. However, they have interests in Profits and Losses and Cash
Available for Distribution of 5%. The interest in Cash Available for
Distribution is subordinated to the Limited Partners' receipt of
distributions equal to their capital contributions.
(c) There are no agreements or arrangements known which could
affect control of TASA.
Item 13: Certain Relationships and Related Transactions
As described in the prospectus, TASA was a party to several contracts
with affiliates of the Limited Partners which resulted in compensation to
the General Partners. See "Compensation and Fees to the General Partners
and Affiliates" and "Certain Transactions" in the Prospectus, which
hereby is incorporated herein by reference. Also see Item 7 above.
PART IV
Item 14: Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
a) Documents filed as part of this Annual Report:
Unaudited financial statements, filed in accordance with
Reg. 210.3-11 of Regulation S-X.
b) Reports on Form 8-K:
None
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.
Registrant: TASA PRODUCTS LIMITED
By: Date:
Michel E. Maes, General Partner
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the registrant and in the capacity and on the date
indicated.
By: Date:
Michel E. Maes, General Partner
Supplemental Information to be furnished with Reports filed
pursuant to Sections 15(d) of the Act by Registrants which have not
registered securities pursuant to Section 12 of the Act.
No annual reports or proxy materials have been or will be sent to
security holders.
TASA PRODUCTS LIMITED
BALANCE SHEET
DECEMBER 31, 1996 AND 1995
(UNAUDITED)
12/31/96 12/31/95
ASSETS
Current Assets:
Cash $ .00 .00
Royalties Receivable .00 1569.00
__ __
TOTAL CURRENT ASSETS $ 0.00 1569.00
Intangible Assets Less Amortization .00 .00
Receivable from Affiliates Less Allowance .00 .00
TOTAL ASSETS 0.00 1569.00
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Accounts Payable $ .00 1569.00
Taxes Payable .00 .00
Reporting Reserve .00 .00
TOTAL CURRENT LIABILITIES .00 1569.00
Payable to Affiliates 109,443.00 109,443.00
Interest Payable 875,376.00 875,376.00
Notes Payable 1,400,000.00 1,400,000.00
__ __
TOTAL LIABILITIES 2,384,819.00 2,386,388.00
Partners' Capital (2,384,819.00) (2,384,819.00)
__ __
TOTAL LIABILITIES AND PARTNER'S EQUITY .00 .00
The accompanying notes are an integral part of the financial statements
TASA PRODUCTS LIMITED
STATEMENT OF INCOME
FOR THE YEAR ENDING
DECEMBER 31, 1996, 1995 & 1994
(UNAUDITED)
12/31/96 12/31/95 12/31/94
Revenue
Royalty Revenue $ 0.00 .00 1569.00
Other Revenue .00 .00 .00
__ __ __
TOTAL REVENUE 0.00 0.00 1569.00
Costs and Expenses:
Bank Charges .00 .00 .00
Commissions .00 .00 .00
Filing Fee for 10-K .00 .00 250.00
Operating Expense (Reporting) .00 .00 1319.00
Reporting Reserve .00 .00 .00
Professional Fees .00 .00 .00
Supplies .00 .00 .00
Taxes .00 .00 .00
__ __ __
TOTAL COSTS AND EXPENSES 0.00 .00 1569.00
Net Income (Loss) .00 .00 .00
The accompanying notes are an integral part of the financial statements
TASA PRODUCTS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDING
DECEMBER 31, 1996, 1995, & 1994
(UNAUDITED)
12/31/96 12/31/95 12/31/94
Net Cash From Operating Activities $ .00 .00 .00
Net Cash Used By Investing Actvts. .00 .00 .00
Net Cash From Financing Actvts .00 .00 .00
Net Increase In Cash .00 .00 .00
Cash At Begining of Period .00 .00 .00
Cash At End Of Period .00 .00 .00
TASA PRODUCTS LIMITED
STATEMENT OF PARTNERS' CAPITAL
FOR THE YEAR ENDING
DECEMBER 31, 1996, 1995 & 1994
(UNAUDITED)
12/31/96 12/31/95 12/31/94
Contributions by Partners .00 .00 .00
Capital Withdrawals .00 .00 .00
Syndication Costs .00 .00 .00
Accumulated Surplus (Deficit) (2,384,819.00) (2,384,819.00) (2,384,819.00)
Net Income (Loss) .00 .00 .00
Partners' Capital (Deficit) (2,384,819.00) (2,384,819.00) (2,384,819.00)
The accompanying notes are an integral part of the financial statements
TASA PRODUCTS LIMITED
(a Washington State limited partnership)
NOTES TO THE FINANCIAL STATEMENTS
1. Partnership Organization and Operations
TASA Products Limited, a Washington State limited partnership ("the
partnership"), was formed on June 19, 1980 for the purpose of raising
certain capital through the public offering of Limited Partnership
interests (4,100 units; $1,000 per unit), and acquiring the rights to and
conducting research and development with respect to a group of electronic
products. Subsequently, the Partnership commenced limited manufacturing
and marketing activities for certain products. The Partnership shall
continue for a period of thirty (30) years from the date of organization
unless the Partnership is sooner dissolved according to the provisions of
the Amended Certificate of Limited Partnership and Agreement. The
Partnership has two general partners and limited partners comprised of
certain investor groups.
Research and development was completed and sales of products began. For
admission to the Partnership, an investor was assigned to a group (one
group is associated with each phase), based on the timing of receipt of
the contribution. Sale of all of the 4,100 limited partnership units was
completed in 1981. The units of the Partnership are nonassessable.
Partners' Capital
Initial contributions aggregating $4,100,00 were made by the Limited
Partners. The General Partners have not and will not make any capital
contributions. Partners share in income or loss of the partnership as
set forth below.
Allocation of Income, Loss and Cash Distributions
The loss attributable to the research and development efforts of each
phase was allocated to the partners included in such phase as follows:
Limited Partners, pro rata 98%
General Partners 2%
All income and/or loss attributable to the operations after the research
and development program has been completed, including revenues derived
from the sale or other disposition of any rights or interest, shall be
allocated as follows:
Limited Partners, all groups, pro rata 98%
General Partners 2%
The Limited Partners shall receive one hundred percent of the cash
available for distribution, until such time as the Limited Partners
1. Partnership Organization and Operations, continued
have received in distribution an amount equal to the cumulative capital
contributions received from Limited Partners.
After the Limited Partners have received cash distributions in an amount
equal to the cumulative capital contributions received from Limited
Partners, the General Partners will receive one hundred percent of the
cash available for distribution, until such time as the General Partners
have received an amount equal to five percent of the cumulative capital
contributions received from Limited Partners.
Thereafter, the cash available for distribution shall be allocated as
follows:
Limited Partners, all groups, pro rata 95%
General Partners 5%
Upon dissolution of the Partnership, proceeds of the liquidation will be
applied in accordance with the terms of the Amended Certificate and
Agreement of Limited Partnership in the following order of priority:
1) To the payment of liabilities of the Partnership and
expenses of liquidation;
2) To the setting up on any reserves which the General
Partners may deem reasonably necessary for any contingent
or unforeseen liabilities or obligations of the
Partnership, or of the General Partners, arising out of or
in connection with the Partnership;
3) To the repayment of the Limited Partners' contributions to
the capital of the Partnership, plus an amount equal to
six percent of the capital contributions per annum
cumulative, less the sum of prior distributions to
investors from cash available for distribution;
4) Any balance then remaining shall be apportioned among all
the partners as follows:
Limited Partners, pro rata 98%
General Partners 2%
Pursuant to the terms of the Partnership Agreement, the General Partners
are not required to contribute to the Partnership any deficit in their
capital accounts which exist after application of proceeds of liquidation
as set forth above.
The Partnership filed for Bankruptcy protection under Chapter 11 in April
1986. The Chapter 11 was converted to a Chapter 7 by the Bankruptcy
Court in October 1989 and then the Bankruptcy was dismissed in June 1990.
The dismissal did not involve any discharge of the Partnership's
1. Partnership Organization and Operations, continued
obligations, some of which were accrued property taxes in the amount of
under $1,000. These were paid by the General Partners and are now
included in the Amounts Payable To Affiliates.
2. Significant Accounting Policies
Basis of Reporting
The records of the Partnership are maintained using the accrual method of
accounting. A substantial portion of the transactions of the Limited
Partnership have been, and will continue to be, with the entities
affiliated with the General Partners.
Inventories
The partnership has no inventories.
Property and Equipment
The partnership has no tangable properties.
Other Assets
The partnership has no tangable assets.
Offering Costs
Offering costs, including sale commissions to brokers for sales of
limited partnership interests were charged directly to the respective
partners' capital account.
Income Taxes
The Partnership is not a tax-paying entity. No provision is made in
these financial statements for federal and state income taxes.
Research and Development Expenses
Research and development costs paid or accrued under terms of a contract
with an affiliated company were charged to expense in the period in which
the obligation was incurred.
Net Loss Attributable to Limited Partners Units
The net loss attributable to each $1,000 limited partnership unit
represents the loss for the period allocated to limited partners divided
by the number of partnership units outstanding at the end of the period.
The net loss allocated to specific individual units will vary from the
amount shown depending on the group to which a limited partner has been
assigned.
3. Notes and Accrued Interest Payable to an Affiliated Company
At December 31, 1980, the Partnership executed a promissory note under
the terms of a research and development contract. The note in the amount
of $1,148,000 bears interest at the rate of eight and one-half percent
compounded annually. Upon completion of the Partnership funding in 1981,
an additional note of $252,000 with the same terms was executed. The
principal and accrued interest was to be paid in full no later than
December 31, 1986, and are collateralized by a pledge of certain rights
to inventions held by the Partnership. The date for repayment could be
extended at the request of the Partnership to December 31, 1993, provided
the Partnership has made payments toward the principal and the accrued
interest by December 31, 1986. After December 31, 1990, interest shall
be at a rate of ten percent compounded annually. Failure of the
Partnership to complete payment in full of the entire contract price plus
interest on or before December 31, 1986 or such other date if the payment
period is extended gives the affiliate the right to foreclose the pledge
of the Partnership's ownership interest in the rights to inventions
referred to above. In the event the Partnership assigns, licenses or
sells its rights to the inventions to any other party, the affiliate
retains an interest in any royalties or income from such assignment,
license or sale until such time as the note is paid in full.
Due to the filing of Chapter 11 by the Partnership's affiliate, and by
the Partnership, and due to the cessation of commercial activity relating
to the Partnership's products, all accrual of interest and right of
foreclosure was suspended for the years beyond 1987. The Chapter 11
proceeding of the Partnership's affiliate was dismissed on May 13, 1988.
As of March 28, 1995, no final settlement has been reached with the sole
secured creditor of the Partnership's affiliate regarding the debt owed
by the Partnership.
4. Transactions with Related Parties
A substantial portion of the transactions of the Partnership have been,
and are anticipated in the future to be, with the General Partners and
their affiliates. Significant transactions with these parties are
summarized in the following paragraph.
Management fees to the General Partners of $18,500 and $84,000 (2.5% of
the limited partners' contributions), were incurred in 1981 and 1980,
respectively. The fees represent compensation to the General Partners
for organization of the Partnership and for expense incurred in
connection with the offering of the limited partnership units. The fees
were allocated to organization and offering costs.
An affiliate of the General Partners entered into a fixed price research
and development contract with the Partnership. The affiliate received
$756,000 (cash of $504,00 and a promissory note in the amount of
$252,000), and $3,444,000 (cash of $2,296,000 and a promissory note in
the amount of $1,148,000), in 1981 and 1980, respectively, as payment for
conducting all present and future research and development of the
Partnership. The affiliate's costs for performing the research and
development activities included certain general and administrative and
overhead costs allocated by its parent company, an affiliate of the
General Partners.
Prior to transferring product rights under the licensing agreement, the
Partnership can manufacture and market any products developed. In 1982,
the Partnership elected to do so and entered into a manufacturing and
marketing agreement whereby the Partnership reimbursed the affiliate for
all costs incurred in the manufacturing and marketing activities. In
addition, the affiliate would receive 40% of net profits (as defined in
the agreement), derived from the manufacture and sale of the products
produced under this agreement. Substantially all operating costs of this
affiliate have been allocated to the Partnership under this agreement.
The Partnership has been charged for certain general and administrative
services provided by other affiliates of the General Partners. The
General Partners have and will provide management, research and
development and other technical services to affiliates which provide
services to the Partnership. The General Partners are and will be
compensated by the affiliated companies for such services.
A new license agreement has been entered into by the Partnership with a
newly created entity, which, as with the prior license, the General
Partners are part owners, officers and directors. The General Partners
have received and are expected to receive compensation in the future from
this entity.
5. Commitments and Contingencies
The Partnership has entered into agreements with several individuals to
obtain title to inventions and designs relating to the electronic
products the Partnership is developing. Pursuant to the terms of the
agreements, the individuals are entitled to royalties received by the
Partnership under licensing agreements associated with the products.
The Partnership has entered into a licensing agreement with an affiliate
of the General Partners providing manufacturing and marketing services
under which the licensee has, upon transfer of the product rights, the
exclusive right to manufacture, use and sell any products successfully
developed by the Partnership. The terms of the agreement extend
throughout the life of the Partnership. In return for granting this
license, the Partnership shall receive royalties from the licensee as set
forth in the licensing agreement for its own products. The details of
the royalty arrangement are as follows: Initial royalties of 1% are
payable on collected invoices for sales starting in September 1990,
followed by 2% in September 1991 and 5% per year starting in September
1992 and thereafter. (Accounting is done in the quarter following the
quarter in which the sales receipts occur). The royalty is divided
between partnerships in the case of joint ownership of rights. TASA
receives 45% of the 5% royalty from sales of DOVE and 90% of the 5% from
sales of LCM.
EX-27
2
5
12-MOS
DEC-31-1996
JAN-01-1996
DEC-31-1996
0
0
0
0
0
0
0
0
0
0
0
0
0
0
2384819
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0