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, 2002
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 1-8254
THACKERAY CORPORATION
---------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-2446697
----------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
350 FIFTH AVENUE, SUITE 2723, NEW YORK, NEW YORK 10118
------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 564-3393
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.10 PAR VALUE
[COVER PAGE 1 OF 2 PAGES]
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 materials or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES ___ NO X
Aggregate market value of the voting stock (which consists solely of shares of
Common Stock) held by non-affiliates of the registrant as of June 28, 2002
computed by reference to the closing sale price of the registrant's Common Stock
on the American Stock Exchange on such date: $4,816,076
Number of shares of the registrant's Common Stock outstanding as of March 20,
2003: 5,107,401
DOCUMENTS INCORPORATED BY REFERENCE
1. Certain portions of the registrant's Annual Report to Stockholders for the
fiscal year ended December 31, 2002 (the "Annual Report") are incorporated
by reference into Parts I and II of this report.
2. Certain portions of the registrant's definitive Proxy Statement to be filed
pursuant to Regulation 14A of the Securities Exchange Act of 1934, as
amended, in connection with the Annual Meeting of Stockholders of the
registrant to be held on May 1, 2003 are incorporated by reference into Part
III of this report.
[COVER PAGE 2 OF 2 PAGES]
2
PART I
FORWARD LOOKING INFORMATION
- ---------------------------
This Annual Report contains "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward
looking statements are based upon management's expectations, estimates,
projections and assumptions. Words such as "expects", "anticipates", "intends",
"plans", "believes", "estimates", and variations of such words and similar
expressions are intended to identify such forward looking statements which
include, but are not limited to, projections of capital expenditures, earnings,
income taxes payable, financing and capital infusions. These forward looking
statements are subject to risks and uncertainties which could cause the
Company's actual results or performance to differ materially from those
expressed or implied in such statements. These risks and uncertainties include,
but are not limited to the following: general risks affecting the real estate
industry, including the need to enter into new leases or renew leases on
unfavorable terms to generate rental revenues, competition for tenants from
other owners of retail properties, competition from other retailers, successful
operations by and the financial condition of tenants, particularly major
tenants, adverse changes in Orlando, Florida and national economic and market
conditions, and access to and adequacy of financing to complete the Company's
Festival bay project in Orlando, Florida. Any further terrorist attacks or armed
conflicts may directly impact the Company's properties or such attacks or
conflicts may cause consumer spending to decrease or result in increased
volatility in the United States financial markets. Any of these occurrences
could have a material adverse impact on the Company.
Item 1. Business
GENERAL DEVELOPMENT OF BUSINESS
Thackeray Corporation ("Thackeray" or the "Company") is a Delaware
corporation which holds an investment in a real estate partnership, as well as
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 2 to the Consolidated Financial Statements included in the Annual
Report, which Notes are incorporated herein by reference.
In 1996, the Company and affiliates of Belz Enterprises ("Belz")
entered into an Agreement of Limited Partnership of BT Orlando Limited
Partnership ("BT Orlando"). Pursuant to this agreement, the Company agreed to
contribute approximately 140 acres of its Orlando, Florida property to the Joint
3
Venture (JV) partnership. The JV is in the process of developing, constructing
and leasing an approximately 925,000 square foot retail and entertainment
shopping center complex - Festival Bay - on the property which is to consist of
655,000 sq.ft. of anchor and other perimeter tenants and 270,000 sq.ft of
interior small stores. The Company has a 35% general partner interest in the
partnership and will also participate in the cash flow, sales proceeds and
refinancing proceeds from the operation, financing and disposition of such
project. The agreement also contains certain buy-sell provisions among the
partners. The Company and Belz also entered into a letter agreement in 1996
regarding the development of the remaining approximately 78 acres of the
Company's Orlando, Florida property. 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 and Belz, or one of its affiliates, will be 50% owners and
general partners of such partnership, and the Company will be entitled to
certain preferential distributions.
In September 1999, the Company's real estate partnership closed $40
million of construction financing and simultaneously the Company deeded 140
acres of its Orlando, Florida acreage to the partnership and also pledged its
remaining contiguous 78 acres as additional collateral to secure the
construction loan.
Development and leasing efforts for the project are on-going. A 20
screen Cinemark theatre opened in December 1999, a Bass Pro 163,000 sq.ft.
anchor store opened in June 2000, and a 50,000 sq.ft. Van's Skate Park opened in
January 2002. Leases for 50% of the mall have been executed as of December 31,
2002. Both Cinemark and Bass Pro experienced increases in volume in 2002 over
2001 levels, and Van's reported successful opening year operations.
The $40 million construction loan was refinanced in October 2001 and
additional financing was obtained by the real estate partnership as part of a
$104.3 million third party facility. In connection with the financing, the
partnership agreement was materially revised and amended to provide for certain
adjustments to the economic rights and obligations of the partners. In
accordance with the August 2001 revision to the partnership agreement, the
Company contributed $1.75 million to the partnership capital and Belz
contributed $12.1 million. In addition to the $12.1 million, Belz contributed
$9.3 million through December 31, 2001, which is entitled to a 9% annual,
cumulative, uncompounded preferential return and is senior to all prior
partnership investments of the Company and Belz, which investments are not
entitled to a preferential return subsequent to July 2001.
The Partnership experienced a slow-down in rental activity by
mid-year 2001, which worsened in the wake of the September 11 terrorist
activities. Orlando tourism was adversely effected, and, theme park attendance
and hotel occupancy rates dropped substantially and have not returned to pre
9/11 levels. According to the December 26, 2002 Orlando Business Journal,
"tourists (in 2002) continued to stay away in droves". According to Standard &
Poors, Orlando had the largest share of hotel loan delinquencies in the nation.
In addition, Orlando area resort tax collections in 2002 were below pre 9/11
4
2001 levels. Festival Bay rental activity is expected to remain sluggish pending
an economic recovery and an increase in Orlando tourism levels.
In August 2001, the Company and Belz entered into a new letter
agreement regarding development of the remaining approximately 78 acres of the
Company's Orlando, Florida property, thereby superseding in its entirety the
1996 letter agreement cited above.
Pursuant to this new letter agreement, the parties have 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, upon
completion of the development of the Festival Bay center and obtaining the
requisite construction financing. As discussed above, the property has been
pledged as additional collateral for the BT Orlando construction loans. The
Company, through a subsidiary, and Belz , or one or more of its affiliates, will
be 50% owners and general partners of such partnership and the Company will be
entitled to certain preferential distributions. The property will be valued at
approximately $8.5 million for capital account purposes.
Neither the commercial acreage nor the residential acreage will be
transferred to the new partnership (and the letter agreement will terminate)
unless Belz and Thackeray agree upon conceptual construction plans, an overall
development plan, and a development budget for the 78 acres on or before June
30, 2003. If the Festival Bay center is not completed by December 31, 2003, then
neither the commercial acreage nor the residential acreage will be transferred
and the letter agreement shall terminate. Neither the commercial acreage nor the
residential acreage will be transferred to the new partnership (and the letter
agreement shall terminate) if construction financing is not obtained within 12
months from completion of the Festival Bay center, in an amount sufficient to
fully fund development of the 78 acres. The deadline for securing construction
financing may be deferred with respect to the residential acreage if
construction financing for at least 33% of the residential acreage is obtained
and closed within 12 months of completion of the Festival Bay center; however,
there is no extension right as to the requirement of closing of construction
financing for the commercial acreage.
The credit agreement contains certain default provisions that
require, among others, that the construction of the project be completed by
April 2003 and that a significant number of major tenant spaces be fully rented,
operating and paying full base rent by April 2003 and thereafter.
The Partnership believes that the construction deadline will be
achieved. However, the Partnership also believes that the April 2003 major
tenant executed lease condition will not be satisfied, but expects to satisfy
such lease-up requirements by June 2003. Although discussions are underway with
its lenders concerning the April 2003 lease-up requirements, there can be no
assurance of successful resolution.
5
The credit agreement also contains additional default provisions, not
expected to be satisfied, which require certain annualized operating income and
small store lease levels be achieved by October 2003. The failure to meet these
conditions could accelerate the Partnership's loan repayment and could have a
substantial adverse effect on the Partnership and on the viability of the
project. The Partnership has commenced preliminary appropriate discussions with
its lenders. The principal topic under discussion is determining a new date for
satisfying these requirements. There can be no assurance that the Partnership
will be able to reach an agreement with its lenders.
Indebtedness
- ------------
The Company has no outstanding borrowings.
General
- -------
As of December 31, 2002, the Company had two employees.
Item 2. Properties
----------
For additional information with respect to the Company's investments
in real estate and to its lease obligations, see Notes 1, 2 and 5 to the
Consolidated Financial Statements included in the Annual Report, which Notes are
incorporated herein by reference.
Thackeray's executive offices are located at 350 Fifth Avenue, New
York, New York 10118. Future minimum rent payments are $24,000 for the year 2003
and $24,000 in 2004.
Item 3. Legal Proceedings
-----------------
There are no legal proceedings currently pending against the Company
or its subsidiary.
Item 4. Submission of Matters to a Vote of Stockholders
-----------------------------------------------
During the quarter ended December 31, 2002, no matters were submitted
to a vote of stockholders through the solicitation of proxies or otherwise.
6
PART II
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. 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. 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 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not Applicable.
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 - Lazar Levine & Felix LLP.
2. Report of Independent Public Accountants - Arthur Andersen LLP.
3. Consolidated Balance Sheets -- December 31, 2002 and 2001.
4. Consolidated Statements of Operations and Comprehensive Income for the
years ended December 31, 2002, 2001 and 2000.
5. Consolidated Statements of Cash Flows for the years ended December 31,
2002, 2001 and 2000.
6. Notes to Consolidated Financial Statements -- December 31, 2002, 2001
and 2000.
7
Item 9. Change in and Disagreements with Accountants on Accounting and
--------------------------------------------------------------
Financial Disclosure
--------------------
Not Applicable.
PART III
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 1, 2003 (the "Proxy Statement"), which section
(other than the Audit Committee Report) 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, 2002 pursuant to Regulation 14A of the
Securities Exchange Act of 1934, as amended.
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 (other
than the Audit Committee Report) is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
------------------------------------------------------------------
Related Shareholder Matters
---------------------------
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 (other than the
Audit Committee Report) are incorporated herein by reference.
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 (other than the
Audit Committee Report) is incorporated herein by reference.
Item 14. Controls and Procedures
-----------------------
(a) The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed in
the Company's filings under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the periods
specified in the rules and forms of the Securities and Exchange
Commission. Such information is accumulated and communicated to the
8
Company's principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required
disclosure. The Company's principal executive officer and principal
financial officer recognize that any set of controls and procedures,
no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives.
Within 90 days prior to the filing date of this annual report on
Form 10-K, the Company has carried out an evaluation, under the
supervision and with the participation of the Company's principal
executive officer and principal financial officer, of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on such evaluation, the Company's
principal executive officer and principal financial officer concluded
that the Company's disclosure controls and procedures are effective.
(b) There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect
the internal controls subsequent to the date of their evaluation in
connection with the preparation of this annual report on Form 10-K.
PART IV
Item 15. 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) - Amended and Restated Agreement of Limited Partnership of BT
Orlando Limited Partnership, dated August 1, 2001, among BEF, Inc.,
Brennand-Paige Industries, Inc., BT Partnership and EST Orlando, Ltd. (4)
10(b) - Number 2 Partnership Letter Agreement, dated August 1, 2001,
between the Company and Belz Investco G.P. (5)
10(c) - Ratification of Agreement dated August 1, 2001. (5)
9
11 - Statement re Computation of Per Share Data.*
13 - The Company's 2002 Annual Report to Stockholders.*
21 - Subsidiaries of the Company.*
99.1-- Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.*
99.2-- Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.*
--------------------------------
* 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 year ended December 31, 1998.
(4) Incorporated by reference to the Company's quarterly report
on Form 10-Q for the quarterly period ended September 30, 2001.
(5) Incorporated by reference to the Company's annual report on
Form 10-K for the year ended December 31, 2001.
(b) - During the quarter ended December 31, 2002, the Company
filed one report on Form 8-K on October 10, 2002.
10
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 24, 2003
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
--------- ----- ----
/s/ Martin J. Rabinowitz Chairman of the Board,
- ------------------------ President and Director March 24, 2003
Martin J. Rabinowitz
(Principal Executive Officer)
/s/ Jules Ross Vice President, Finance, Treasurer, March 24, 2003
- ------------------------ Secretary and Director (Principal
Jules Ross Financial and Accounting Officer)
/s/ Ronald D. Rothberg Director March 24, 2003
- ------------------------
Ronald D. Rothberg
/s/ Moses Rothman Director March 24, 2003
- ------------------------
Moses Rothman
11
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Martin Rabinowitz, certify that:
1. I have reviewed this annual report on Form 10-K of Thackeray
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
12
6. The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 24, 2003
/s/ Martin J. Rabinowitz
--------------------------------------------
Martin J. Rabinowitz
President and Chief Executive Officer
13
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jules Ross, certify that:
1. I have reviewed this annual report on Form 10-K of Thackeray
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
14
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 24, 2003
/s/ Jules Ross
---------------------------------
Jules Ross,
Vice President, Finance, Treasurer
and Chief Financial Officer
15
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (2)
LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 2002
THACKERAY CORPORATION
NEW YORK, NEW YORK
16
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,
2002, are incorporated by reference in Item 8 of this report.
1. Report of Independent Public Accountants - Lazar Levine & Felix LLP.
2. Report of Independent Public Accountants - Arthur Andersen LLP.
3. Consolidated Balance Sheets -- December 31, 2002 and 2001.
4. Consolidated Statements of Operations and Comprehensive Income for the
years ended December 31, 2002, 2001 and 2000.
5. Consolidated Statements of Cash Flows for the years ended December 31,
2002, 2001 and 2000.
6. Notes to Consolidated Financial Statements - December 31, 2002, 2001
and 2000.
The following financial statement schedules of Thackeray Corporation are filed
herewith:
Report of Independent Public Accountants - Lazar Levine & Felix LLP on
Financial Statement Schedules
Report of Independent Public Accountants - Arthur Andersen LLP on
Financial Statement Schedules
Schedule III - Real Estate and Accumulated Depreciation (Thackeray
Corporation)
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.
17
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 auditing standards generally accepted in the
United States, the consolidated financial statements included in Thackeray
Corporation's 2002 Annual Report to Stockholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated March 10, 2003. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedules listed in the List of Financial Statements and
Financial Statement Schedules are the responsibility of the Company's management
and are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic consolidated financial
statements. These schedules have been subjected to the auditing procedures
applied in the audit of the basic consolidated financial statements and, in our
opinion, fairly state 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.
Lazar Levine & Felix LLP
New York, New York
March 10, 2003
18
THE FOLLOWING AUDIT REPORT OF ARTHUR ANDERSEN LLP ("ARTHUR ANDERSEN") IS A COPY
OF THE ORIGINAL REPORT DATED APRIL 9, 2002 PREVIOUSLY ISSUED BY ARTHUR ANDERSEN
IN CONNECTION WITH THE AUDIT OF THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS
INCLUDED IN THE COMPANY'S ANNUAL REPORT ON FROM 10-K FOR THE YEAR ENDED DECEMBER
31, 2001. THIS AUDIT REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN AS THEY
HAVE CEASED OPERATIONS. THE COMPANY IS INCLUDING THIS COPY OF THE ARTHUR
ANDERSEN AUDIT REPORT PURSUANT TO RULE 2-02(E) OF REGULATION S-X UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
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 auditing standards generally accepted in the
United States, the consolidated financial statements included in Thackeray
Corporation's 2001 Annual Report to Stockholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated April 9, 2002. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedules listed in the List of Financial Statements and
Financial Statement Schedules are the responsibility of the Company's management
and are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic consolidated financial
statements. These schedules have been subjected to the auditing procedures
applied in the audit of the basic consolidated financial statements and, in our
opinion, fairly state 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
April 9, 2002
19
Thackeray Corporation and Subsidiary
Real Estate and Accumulated Depreciation
For the years ended December 31, 2002, 2001 and 2000 Schedule III
Cost capitalized Gross amount
Initial cost subsequent to at which carried
Description Encumbrances to the Company acquisition at close of period
- ----------- ------------ -------------- ----------- ------------------
78 Acres of unimproved land,
Orlando, Florida (A) $1,860,000 $ 0 $1,860,000
========= = =========
2002 2001 2000
---- ---- ----
Balance at Beginning of period $1,860,000 $1,860,000 $1,860,000
Cost of real estate deeded to
real estate partnership ___ 0 0
Cost of real estate sold ___ 0 0
- -
Balance at End of period $1,860,000 $1,860,000 $1,860,000
========== ========= =========
Federal tax basis is the
same as book basis. (A)
(A) The property is pledged as collateral for the $12.8 million portion of the
credit agreement of BT Orlando Limited Partnership.
** TABLE CONTINUED **
20A
Life on which
depreciation in
Accumulated Date of Date of latest income
Description depreciation construction acquired statement is computed
- ----------- ------------ ------------ -------- ---------------------
78 Acres of unimproved land,
Orlando, Florida $0 N/A 1981 N/A
Balance at Beginning of period
Cost of real estate deeded to
real estate partnership
Cost of real estate sold
-
Balance at End of period
Federal tax basis is the
same as book basis.
** TABLE COMPLETE **
20B
EXHIBIT INDEX
TO
THACKERAY CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED DECEMBER 31, 2002
Exhibit No. Description of Document
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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) -- Amended and Restated Agreement of Limited Partnership of BT Orlando
Limited Partnership, dated August 1, 2001, among BEF, Inc., Brennand-Paige
Industries, Inc., BT Partnership and EST Orlando, Ltd. (4)
10(b) -- Number 2 Partnership Letter Agreement, dated August 1, 2001, between
the Company and Belz Investco G.P. (5)
10(c) -- Ratification of Agreement dated August 1, 2001. (5)
11 -- Statement re Computation of Per Share Data.*
13 -- The Company's 2002 Annual Report to Stockholders.*
21 -- Subsidiaries of the Company.*
99.1 -- Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
99.2 -- Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*
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* 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 year ended December 31, 2001.
(4) Incorporated by reference to the company's quarterly report on
Form 10-Q for the quarterly period ended September 30, 2001.
(5) Incorporated by reference to the Company's annual report on Form
10-K for the year ended December 31, 2001.
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