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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended DECEMBER 31, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-8547
LINCORP HOLDINGS, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-2161279
- ----------------------------- --------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
3900 Park Ave., Suite 102
Edison, NJ 08820
-------------------------- -------------------------------
(Address of Principal Executive (Zip Code)
Offices)
Registrant's Telephone Number,
Including Area Code: (732) 494-9455
------------------------------ -------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which Registered
- ------------------- -----------------------------------------
Common Stock, par value $.01 per share 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
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 considered herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The Company's common stock, which is traded over the counter, had no
identifiable transactions during 2000 and through February 16, 2001. Based on
the last identifiable common stock transaction, the aggregate market value of
the Company's common stock held by non-affiliates of the registrant would be an
indeterminate nominal amount. On February 16, 2001, there were 1,730,559 shares
of registrant's common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
See Item 14 (c) for a listing of exhibits incorporated by reference.
PART I
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
RECENT DEVELOPMENTS
At December 31, 2000, Lincorp Holdings, Inc. (the "Company") had
approximately $175.9 million of principal and accrued interest (the
"Indebtedness") outstanding under its various debt obligations. The Company's
parent company, Unicorp Inc. ("Unicorp"), holds all of the Company's
Indebtedness. The Company is in payment default under several of the debt
obligations comprising the Indebtedness. The Indebtedness is secured by a senior
security interest in all of the Company's assets. See Note 4 to the Company's
Financial Statements.
During 2000, Unicorp agreed to waive substantially all interest owing
by the Company on its Indebtedness to Unicorp that would otherwise accrue for
the twelve months ended December 31, 2000, which was approximately $10.9
million.
The Company's sources of funds during the year ended December 31, 2000,
and to date, have been primarily from its previously existing cash balances and
advances from Unicorp. Unless Unicorp continues to defer in realizing on the
pledged collateral, the Company will be unable to continue as a going concern.
As of December 31, 2000, the Company's stockholders' deficit was $179.5 million.
REAL ESTATE AND MORTGAGE LOAN TRANSACTIONS
During the fourth quarter of 1997, the Company made a $0.6 million
secured first mortgage loan to Republic Development Co. (the "Republic Mortgage
Loan") for the purpose of developing a commercial real estate property. This
loan was scheduled to mature May 19, 1998. To finance this loan, the Company
borrowed funds from Unicorp. The Unicorp borrowing was in the form of a $602,000
discounted note (the "Unicorp Republic Note") which matured on May 19, 1998 in
the amount of $620,000 and is secured by the Republic Mortgage Loan.
The Republic Mortgage Loan was not repaid on May 19, 1998 and in
November 1999, the Company foreclosed on the Republic Mortgage Loan and took
possession of the land. As of December 31, 2000, the Company reduced the
carrying value of the land to $300,000 which it believes is the current fair
market value of the land. The Unicorp Republic Note, which matured on May 19,
1998, was not repaid by the Company as its payment was dependent upon collecting
the Republic Mortgage Loan. Unicorp has agreed to defer the collection of its
note until the land is sold.
On December 16, 1998, the Company sold its limited partnership interest
in the Cambridge Park Partnership (the "Partnership") for $1,035,000 cash plus
an interest free $247,500 promissory note (the
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"Note") payable within three years of closing. The Company did not record the
value of the Note at the time of sale and will record it as income when the Note
is collected.
EMPLOYEES
The Company presently has no compensated employees.
ITEM 3. LEGAL PROCEEDINGS
(A) Joseph Frazier ("Frazier") has instituted three lawsuits in which
Lincorp Holdings, Inc., the Company's predecessors in interest, Greit Realty
Trust Company and Unicorp America Corporation (collectively the "Company"), and
other parties were named as defendants. All three actions arose from a series of
real estate-related transactions which began in 1978 with respect to property in
Bucks County, PA (the "Bucks Property"). More specifically, Frazier's
partnership used a mortgage as a vehicle pursuant to which Greit paid the
partnership $400,000 contemporaneously with entering into the agreement and gave
the partnership a Promissory Note in the amount of $850,000 which further
provided for nineteen annual payments of $10,000 each and a final installment of
$660,000. In return, the partnership assigned its rights in an Agreement of Sale
for the Bucks Property to Greit. The Company has not made any payment to the
partnership since 1992 and has a $730,000 unsecured liability recorded in its
financial statements.
In 1993, Frazier instituted an action in the Court of Common Pleas of
Philadelphia County asserting claims against the Company for fraud and breach of
contract, i.e., the failure to make certain payments due and owing to Frazier
and/or a general partnership in which he had an interest in connection with a
mortgage granted to Frazier's partnership by Greit. In 1997, Frazier instituted
a second action in the Court of Common Pleas of Philadelphia County alleging
fraudulent conveyancing of the Bucks Property by five separate parties,
including the Company. These actions have been consolidated with FRAZIER V.
ESTATE OF WRIGHT, an action previously filed in the Court of Common Pleas of
Philadelphia County by Frazier against his late partner and attorney, Bruce
Wright, alleging legal malpractice. The two actions against the Company were
dismissed for failure to join an indispensable party. The appellate court denied
Frazier's appeal of that dismissal as premature until judgment is entered in the
FRAZIER V. ESTATE OF WRIGHT case.
In 1998, Frazier instituted an action in the Court of Common Pleas of
Bucks County, PA asserting vague claims arising from the conveyance of the Bucks
Property. Frazier has asserted claims against the Company and numerous other
parties, including approximately 475 homeowners who currently reside on the
Bucks Property. Frazier sought to eject the homeowners from their homes and
regain possession of the Bucks Property. The Court has dismissed claims against
the home-owners. Frazier still seeks damages of $84 million from the Company and
from other defendants. The Company is vigorously defending the claims that have
been asserted in the Bucks County action.
(B) A tax assessment (the "Assessment") has been made by the
Commonwealth of Massachusetts against a former wholly-owned subsidiary of the
Company, which was dissolved in July 1990. The Massachusetts Department of
Revenue (the "MDR") stated, in a notice dated February 15, 1992, that the
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amount due and owing was $1.2 million and it is believed that additional
interest and/or penalties have been imposed with regard to the Assessment. On
November 29, 1993, an Offer in Settlement (the "Offer") was forwarded to the MDR
with respect to the Assessment which was rejected by the MDR on October 26,
1995, and there have been no subsequent developments on this matter since that
date. The ultimate outcome of the Assessment cannot be determined at this time.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
-3-
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded over the counter. During 2000,
there were no identifiable stock transactions.
On February 16, 2001, there were approximately 765 stockholders of
record of the Company's Common Stock. There were no dividends paid on the
Company's Common Stock in 2000 and 1999.
ITEM 6. SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------
2000 1999 1998 1997 1996
---------- ----------- ---------- ----------- ----------
(DOLLARS IN THOUSANDS)
INCOME STATEMENT DATA
Interest income................................... $ -- $ -- $ 34 $ 19 $ 23
Interest expense.................................. (128) (109) (5,595) (12,418) (13,720)
Rental income..................................... -- -- -- 357 1,169
Gain on sale of real estate assets................ -- -- 135 6,631 1,033
Other income...................................... 83 3 -- 236 479
Other expense..................................... (401) (237) (213) (190) (160)
---------- ---------- ---------- ---------- -----------
Loss before income taxes.......................... (446) (343) (5,639) (5,365) (11,176)
Provision for (refund of) income taxes............ (11) (4) 22 16 17
---------- ---------- ---------- ---------- -----------
Net loss.......................................... $ (435) $ (339) $ (5,661) $ (5,381) $ (11,193)
========== ========== ========== ========== ===========
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ITEM 6. SELECTED FINANCIAL DATA, CONTINUED
AT OR FOR THE YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------- ------------- ------------- ------------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA
Per share amounts
Basic loss per share of common stock
outstanding ................................. $ (0.25) $ (0.20) $ (3.27) $ (3.11) $ (6.47)
============= ============= ============= ============= =========
Weighted average shares of common stock
outstanding ................................. 1,731 1,731 1,731 1,731 1,731
============= ============= ============= ============= =========
BALANCE SHEET DATA
Total assets ..................................... $ 370 $ 652 $ 746 $ 1,535 $ 23,978
============= ============= ============= ============= =========
Other borrowed funds, excluding accrued interest.. $ 97,154 $ 97,154 $ 97,154 $ 97,814 $ 106,614
============= ============= ============= ============= =========
Total stockholders' deficit ...................... $ (179,471) $ (179,036) $ (178,697) $ (173,036) $(167,655)
============= ============= ============= ============= =========
-5-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND GOING CONCERN
At December 31, 2000, the Company had approximately $175.9 million of
principal and accrued interest (the "Indebtedness") outstanding under its
various debt obligations. The Company's parent company, Unicorp Inc.
("Unicorp"), holds all of the Company's Indebtedness. The Company is in payment
default under several of the debt obligations comprising the Indebtedness. The
Indebtedness is secured by a senior security interest in all of the Company's
assets. See Note 4 to the Company's Financial Statements.
During 2000, Unicorp agreed to waive substantially all interest owing
by the Company on its Indebtedness to Unicorp that would otherwise accrue for
the twelve months ended December 31, 2000, which was approximately $10.9
million.
The Company's sources of funds during the year ended December 31, 2000,
and to date, have been primarily from its previously existing cash balances and
advances from Unicorp. Unless Unicorp continues to defer in realizing on the
pledged collateral, the Company will be unable to continue as a going concern.
As of December 31, 2000, the Company's stockholders' deficit was $179.5 million.
RESULTS OF OPERATIONS
2000 COMPARED TO 1999
For the year ended December 31, 2000, the Company had a net loss of
$0.4 million compared to a net loss of $0.3 million for the year ended December
31, 1999.
1999 COMPARED TO 1998
For the year ended December 31, 1999, the Company had a net loss of
$0.3 million compared to a net loss of $5.7 million for the year ended December
31, 1998. Excluding the impact of the gain on the sale of a real estate asset of
$.1 million in 1998 and the $5.5 million of interest not waived by Unicorp in
1998, the comparative net loss for 1998 was $0.3 million.
Interest expense decreased $5.5 million primarily because Unicorp
agreed to waive substantially all interest owing by the Company on it's
Indebtedness to Unicorp that would otherwise accrue starting July 1, 1998. As
such, 1998 excludes six months of such interest while 1999 excludes twelve
months of interest.
-6-
FINANCIAL POSITION
MATERIAL CHANGES SINCE DECEMBER 31, 1999
As of December 31, 2000, the Company reduced its carrying value of its
real estate investment by $311,000, to $300,000, which it believes is it's
current fair market value.
There were no other significant changes in the Company's financial
position since December 31, 1999.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements of the Company are set forth in Part IV on
pages F-1 to F-10 and incorporated herein by reference. See "Item 14. Exhibits,
Financial Statement Schedules and Reports on Form 8-K" for a complete list of
Financial Statements and Financial Statement Schedules.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
-7-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The term of each director is for one year and thereafter until his
successor shall have been elected and qualified. The Company's executive
officers are elected by, and serve at the discretion of the Board of Directors.
The following table sets forth certain information with respect to each
director and executive officer of the Company on March 23, 2001.
Service with
Name Age Position with Company Company from
- ---- --- --------------------- ------------
George S. Mann 68 Chairman of the Board (1) 1981
Ian G. Cockwell 53 Director (2) 1994
Ralph V. Marra 63 Director (1) 1994
Jack R. Sauer 48 President 1996
Gordon Flatt 38 Vice President and 1998
Chief Financial Officer (2)
- ----------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
-8-
George S. Mann has served as Chairman of the Board since 1981, and as
President from 1989 through August, 1996. He served as Chairman of the Board of
Unicorp from 1983 until June 1990, and served as a Director until July 1998.
Ian G. Cockwell has been President of Westcliff Management Services
Inc. since prior to 1988. He is currently the Chairman of Unicorp. He has been a
Director of the Company since November 1994.
Ralph V. Marra has been Corporate Controller for SSR Realty Advisors,
Inc. since April 1998. Prior to that he was Director of Planning with New Plan
Reality Inc. from December 1997. From October 1994 through December 1997 he was
the Senior Managing Director of Grubb and Ellis Inc.
Jack R. Sauer has been the President of the Company since August, 1996.
He is also the Vice President and Director of the Catalyst Group, Inc. since
February, 1990.
Gordon Flatt was President of Unicorp until April 3, 2000. Prior to
that he was the Chief Operating Officer of Unicorp since September 1997. He has
been the Vice President and Chief Financial Officer of the Company since
December 1998.
William Kirschenbaum resigned as a Director on November 8, 2000.
-9-
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons who own more than 10% of the Company's Common Stock to
file initial reports of ownership and reports of changes of ownership (Forms 3,
4 and 5) of the Company's Common Stock with the Securities and Exchange
Commission (the "SEC"). Officers, directors and beneficial owners of more than
10% of the Company's Common Stock are required by the SEC regulations to furnish
the Company with copies of such forms that they file.
To the Company's knowledge, based solely on the Company's review of the
copies of such reports received by the Company, all Section 16(a) filing
requirements applicable to its officers, directors and beneficial owners of more
than 10% of the Company's Common Stock, were complied with.
DIRECTORS REMUNERATION
Directors of the Company receive a fee of $600 for actual attendance at
each directors' or committee meeting. Where meetings of the Board or committees
thereof are held by telephone conference, directors receive a fee of $150. Fees
paid to all directors for attendance at the Board and committee meetings during
the year ended December 31, 2000, totaled $1,950.
DIRECTORS MEETING AND COMMITTEES
The Board of Directors of the Company held 4 meetings during the year
ended December 31, 2000. During the year, one of the directors attended 100% of
the meetings and three directors attended 75% of the meetings.
The Board of Directors has a standing Audit Committee which represents
the Board of Directors in its relations with the Company's independent
accountants and oversees the Company's compliance with operating procedures and
policies. This committee also approves the scope of the Company's financial
statement examinations, monitors the adequacy of the Company's internal controls
and reviews and monitors any other activity that the committee deems necessary
or appropriate. The Company does not have a standing Compensation or Nominating
Committee. The Executive Committee is authorized to act on behalf of the Board
of Directors between Board meetings and to have such powers and duties which may
lawfully be assigned to it under Delaware law.
The only Committee which held a meeting during the year ended December
31, 2000, was the Audit Committee which held one meeting.
-10-
ITEM 11. EXECUTIVE COMPENSATION
No executive officer of the Company, received any compensation for
their services during any of the years ended December 31, 2000, 1999 or 1998.
No compensation committee report or performance graph is included
herein because none of the executive officers draws any salary from the Company.
-11-
ITEM 12. SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND OFFICERS AND OTHER
PRINCIPAL HOLDERS OF THE COMPANY'S VOTING SECURITIES
The table below sets forth information concerning the shares of the
Common Stock beneficially owned by the individual directors, all directors and
officers of the Company as a group without naming them and each person who is
known by the Company to be the beneficial owner of more than five percent of the
Common Stock as of February 16, 2001. The address of each of the directors is
c/o Lincorp Holdings, Inc., 3900 Park Ave., Suite 102, Edison, NJ 08820. The
address of Unicorp is 67 Yonge Street Suite 1101 Toronto, Ontario, Canada
M5E1J8.
Shares of
Common Stock
Beneficially
Name of Owned as of Percent of
Beneficial Owner February 16, 2001 Class
---------------- -------------------------- ------------
Unicorp Inc. (1) 1,286,886 74.3%
Ian G. Cockwell (1) 1,286,886 74.3%
All officers and directors 1,286,886 74.3%
as a group (1)
- -----------
(1) The stockholdings indicated for Mr. Cockwell are all owned directly by
Unicorp. Mr. Cockwell disclaim beneficial ownership of all such shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Items 1 and 2 - Real Estate and Mortgage Loan Transactions.
-12-
PART IV
ITEM 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
PAGE
(a) (1) Financial Statements
Independent Auditors' Report .................................... F-1
Balance Sheets as of
December 31, 2000 and 1999 .................................... F-2
Statements of Operations for the years ended
December 31, 2000, 1999, and 1998 ............................. F-3
Statements of Changes in Stockholders' Deficit
years ended December 31, 2000, 1999, and 1998 ................. F-4
Statements of Cash Flows years ended
December 31, 2000, 1999 and 1998 .............................. F-5
Notes to Financial Statements ................................... F-6
(2)All schedules have been omitted because they are not required
or because the required information is contained in the
financial statements or notes thereto.
(b) Reports on Form 8-K
None.
(c) Exhibits
PAGE
3.1 Restated Certificate of Incorporation of the *
Company, as amended to date (incorporated by
reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1987).
3.2 By-Laws of the Company as amended to date *
(incorporated
-13
by reference to Exhibit 3.2 to the Company's Annual
Report Form 10-K for the year ended December 31,
1986).
10.01 Subscription and Purchase Agreement dated December *
31, 1987, between the Company and Unicorp
(incorporated by reference to Exhibit 2.2 to the
Company's Current Report Form 8-K dated January 14,
1988).
10.02 Letter Agreement re: Line of Credit dated November *
30, 1989, between Unicorp and the Company
(incorporated by reference to Exhibit 10.23 to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1989).
10.03 Revolving Demand Note dated November 30, 1989, *
from the Company to Unicorp (incorporated by
reference to Exhibit 10.24 to the Company's Annual
Report on Form 10-K for the year ended December 31,
1989).
10.04 Consulting Agreement dated as of February 13, 1990, *
between the Company and Coscan Inc. (incorporated
by reference to Exhibit 10.27 to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1989).
10.05 Letter Agreement re: Operating Deficit Loan *
Agreement dated February 13, 1990, between the
Company and Coscan Inc. (incorporated by reference
to Exhibit 10.28 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1989).
10.06 Form of Promissory Note from the Company to Coscan *
Inc. (incorporated by reference to Exhibit 10.29
to the Company's Annual Report on Form 10-K for the
year ended December 31, 1989).
-14-
10.07 Closing Agreement, dated as of July 23, 1990, among *
the Company, Coscan Colorado Inc. ("CCI"), Coscan
Colorado LHI Inc. and Coscan Commercial Limited
Partnership, a California Limited Partnership
("Coscan California) (incorporated by reference to
Exhibit 28.1 to the Company's Report on Form 8-K
dated August 13, 1990).
10.08 Closing Agreement, dated as of July 23, 1990, among *
the Company, Coscan California Commercial Inc.
("CCC"), Coscan California LHI Inc. and Coscan
Commercial Limited Partnership, a California
Limited Partnership ("Coscan California)
(incorporated by reference to Exhibit 28.2 to the
Company's Report on Form 8-K dated August 13,
1990).
10.09 Agreement of Limited Partnership of Coscan *
Commercial, dated as of July 23, 1990
(incorporated by reference to Exhibit 28.3 to the
Company's Report on Form 8-K dated August 13,
1990).
10.10 Agreement of Limited Partnership of Coscan *
Commercial, dated as of July 23, 1990
(incorporated by reference to Exhibit 28.3 to the
Company's Report on Form 8-K dated August 13,
1990).
10.11 Letter Agreement, dated as of July 23, 1990, among *
CCI, CCC, the Company, Coscan Commercial and
Coscan California, regarding loans by CCI and CCC
(incorporated by reference to Exhibit 28.5 to the
Company's Report on Form 8-K dated August 13,
1990).
10.12 $24,000,000 Secured Revolving Credit Agreement, *
dated as of July 25, 1990 (the "Senior Credit
Agreement"), among the Company, Hees International
Bancorp Inc. ("Hees"), National Bank of Canada
("NBC") and NBC, as Agent (incorporated by
reference to Exhibit 28.6 to the Company's Report
on Form 8-K dated August 13, 1990).
-15-
10.13 Amended and Restated Credit Agreement, dated as of *
July 25, 1990, between the Company and NBC
(incorporated by reference to Exhibit 28.7 to the
Company's Report on Form 8-K dated August 13,
1990).
10.14 Letter Agreement, dated July 25, 1990, between *
Unicorp and the Company regarding the revolving
line of credit from UCC to the Company
(incorporated by reference to Exhibit 28.8 to the
Company's Report on Form 8-K dated August 13,
1990).
10.15 Securities Pledge Agreement, dated as of July 25, *
1990, by the Company in favor of Unicorp
(incorporated by reference to Exhibit 28.8 to the
Company's Report on Form 8-K dated August 13,
1990).
10.16 Lincorp Pledge Agreement, dated as of July 25, *
1990, by Lincorp Inc. in favor of Unicorp
(incorporated by reference to Exhibit 28.10 to the
Company's Report on Form 8-K dated August 13,
1990).
10.17 Subsidiaries Pledge Agreement, dated as of July 25, *
1990, by Unicorp Delaware I, Inc., Unicorp
Delaware II, Inc. and ITT Missouri Corp. in favor
of Unicorp (incorporated by reference to Exhibit
28.11 to the Company's Report on Form 8-K dated
August 13, 1990).
10.18 Security Agreement, dated as of July 25, 1990, by *
the Company in favor of Unicorp (incorporated by
reference to Exhibit 28.12 to the Company's Report
on Form 8-K dated August 13, 1990).
10.19 Agreement Relating to the Lincoln Savings Bank, FSB *
dated as of December 31, 1992, among the OTS, the
Company and certain other parties (incorporated by
reference to Exhibit A to the Company's Current
Report on Form 8-K dated January 20, 1993).
10.20 Trust Agreement dated as of January 20, 1993, among *
the OTS, the Company and certain other parties
(incorporated by reference to Exhibit B to the
Company's Current Report on Form 8-K dated January
20, 1993).
-16-
10.21 Consent Agreement dated March 4, 1994, among *
Unicorp, Union Holdings, Inc., Lincorp, Inc., the
Company, Hees International Bancorp, Inc., National
Bank of Canada, Anthony M. Frank, as trustee, the
Lincoln Savings Bank, FSB and Anchor Savings Bank
FSB (incorporated by referenced to Exhibit 10.23 to
the Company's Annual Report on Form 10-K for the
year ended December 31, 1993).
10.22 Loan Modification Agreement dated as of September *
28, 1995, by and between Coscan, Inc. and the
Company (incorporated by reference to Exhibit B to
the Company's Report on Form 8-K dated September
28, 1995).
10.23 Loan Modification Agreement dated as of September *
28, 1995, by and between CCI and the Company
(incorporated by reference to Exhibit C to the
Company's Report on Form 8-K dated September 28,
1995.)
10.24 Agreement dated as of September 5, 1995,by and *
among CCI, the Company, Coscan Limited Partner
Corporation, CCC, Coscan California Limited Partner
Corporation and Coscan, Inc.
22 Subsidiaries of the Company.
- ------------
* Incorporated by reference.
-17-
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 in Edison, New Jersey.
Dated: March 23, 2001
LINCORP HOLDINGS, INC.
By: /s/ JACK R. SAUER
-----------------------
Jack R. Sauer
President
-18-
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.
NAME TITLE DATE
s/ GEORGE S. MANN Chairman of the March 23, 2001
- --------------------- Board of Directors
George S. Mann (Principal Executive Officer)
s/ JACK SAUER President March 23, 2001
- ---------------------
Jack Sauer
s/ IAN G. COCKWELL Director March 23, 2001
- ---------------------
Ian G. Cockwell
s/ RALPH V. MARRA Director March 23, 2001
- ---------------------
Ralph V. Marra
-19-
Independent Auditors' Report
The Board of Directors and Stockholders
Lincorp Holdings, Inc.:
We have audited the accompanying balance sheets of Lincorp Holdings, Inc.
("Company") as of December 31, 2000 and 1999, and the related statements of
operations, changes in stockholders' deficit, and cash flows for each of the
years in the three year period ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lincorp Holdings, Inc. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for each of the years in the three year period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is in default on several of its credit
facilities and, at December 31, 2000, has $97.1 million of principal
indebtedness, and $78.2 million of accrued and unpaid interest. In addition, the
Company has a net capital deficiency of $179.5 million as of December 31, 2000.
These matters raise substantial doubt about the Company's ability to continue as
a going concern. The Company's plans in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
KPMG LLP
New York, New York
March 16, 2001
F-1
LINCORP HOLDINGS, INC.
BALANCE SHEETS
December 31,
-----------------------
2000 1999
--------- ---------
(dollars in thousands)
ASSETS
Cash................................................ $ 70 $ 41
Investment in real estate........................... 300 611
---------- ---------
$ 370 $ 652
========== =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Debt secured by real estate,
including accrued interest................... $ 620 $ 620
Other borrowed funds, including accrued interest. 175,317 175,208
Other liabilities................................ 3,904 3,860
---------- ---------
179,841 179,688
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Commitments and contingent liabilities
Stockholders' deficit:
Preferred stock, Series A;
200 shares authorized;
no shares issued and outstanding............. - -
Preferred stock, $.01 par value;
10,000 shares authorized;
no shares issued and outstanding............. - -
Common stock, $.01 par value;
1,990,000 shares authorized;
1,730,559 shares issued and outstanding...... 17 17
Capital contributed in excess of par value...... 153,638 153,638
Accumulated deficit............................. (333,126) (332,691)
---------- ---------
(179,471) (179,036)
---------- ---------
$ 370 $ 652
========== =========
The accompanying notes are an integral part of these financial statements.
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LINCORP HOLDINGS, INC.
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31,
-----------------------------
2000 1999 1998
------- ------- --------
(in thousands, except
per share amounts)
Income:
Interest income...................................... $ -- $ -- $ 34
Gain on sale of real estate assets .................. -- -- 135
Other income ........................................ 83 3 --
------- ------- -------
Total income ................................... 83 3 169
------- ------- -------
Expense:
Interest expense .................................... 128 109 5,595
Write-down real estate asset ........................ 311 -- --
General and administrative expense .................. 90 237 213
------- ------- -------
Total expense .................................. 529 346 5,808
------- ------- -------
Loss before income taxes .................................. (446) (343) (5,639)
Provision for (refund of) income taxes .................... (11) (4) 22
------- ------- -------
Net loss.................................................. $ (435) $ (339) $(5,661)
======= ======= =======
Basic loss per share of common stock outstanding.......... $ (0.25) $ (0.20) $ (3.27)
======= ======= =======
Weighted average shares of common stock outstanding ....... 1,731 1,731 1,731
======= ======= =======
The accompanying notes are an integral part of these financial statements.
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LINCORP HOLDINGS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Capital
contributed
Common in excess Accumulated
Stock of Par Value Deficit
--------- ------------ ----------
(dollars in thousands)
Balances, December 31, 1997 ...... $ 17 $ 153,638 $(326,691)
Net loss ..................... -- -- (5,661)
--------- --------- ---------
Balances, December 31, 1998 ...... 17 153,638 (332,352)
Net loss ..................... -- -- (339)
--------- --------- ---------
Balances, December 31, 1999 ...... 17 153,638 (332,691)
Net loss ..................... -- -- (435)
--------- --------- ---------
Balances, December 31, 2000 ...... $ 17 $ 153,638 $(333,126)
========= ========= =========
The accompanying notes are an integral part of these financial statements.
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LINCORP HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
-----------------------------
2000 1999 1998
------- ------- -------
(dollars in thousands)
OPERATING ACTIVITIES
Net loss .......................................................................... $ (435) $ (339) $(5,661)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Provision for uncollectible interest ........................................ -- 35 --
Write-down real estate asset ................................................ 311 -- --
Gain on sale of real estate assets .......................................... -- -- (135)
Decrease (increase) in other assets ......................................... -- -- (34)
Increase (decrease) in other liabilities .................................... 44 136 (62)
Increase in interest payable ................................................ 109 109 5,594
------- ------- -------
Net cash provided by (used in) operating activities ......................... 29 (59) (298)
------- ------- -------
INVESTING ACTIVITIES
Proceeds from sale of real estate assets .......................................... -- -- 1,035
------- ------- -------
Net cash provided by investing activities ................................... -- -- 1,035
------- ------- -------
FINANCING ACTIVITIES
Repayment of borrowed funds ....................................................... -- -- (660)
------- ------- -------
Net cash used in financing activities ....................................... -- -- (660)
------- ------- -------
Net increase (decrease) in cash ................................................... 29 (59) 77
Cash, beginning of year ........................................................... 41 100 23
------- ------- -------
Cash, end of year ................................................................. $ 70 $ 41 $ 100
======= ======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Income taxes ................................................................ -- 2 22
The accompanying notes are an integral part of these financial statements.
F-5
LINCORP HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - LIQUIDITY AND GOING CONCERN
At December 31, 2000, Lincorp Holdings, Inc. (the "Company") had
approximately $175.9 million of principal and accrued interest (the
"Indebtedness") outstanding under its various debt obligations. The Company's
parent company, Unicorp Inc. ("Unicorp"), holds all of the Company's
Indebtedness. The Company is in payment default under several of the debt
obligations comprising the Indebtedness. The Indebtedness is secured by a senior
security interest in all of the Company's assets.
During 1998, 1999 and 2000, Unicorp agreed to waive substantially all
interest owing by the Company on its Indebtedness to Unicorp that would
otherwise accrue for the period July 1, 1998 through December 31, 2000. For the
twelve months ended December 31, 1999 and 2000 the interest waived was
approximately $10.9 million per year. For the six months ended December 31,
1998, the interest waived was approximately $5.6 million.
The Company's sources of funds during the year ended December 31, 2000,
and to date, have been primarily from its previously existing cash balances and
advances from Unicorp. Unless Unicorp continues to defer realizing on the
pledged collateral, the Company will be unable to continue as a going concern.
NOTE 2 - REAL ESTATE OPERATIONS
During the fourth quarter of 1997, the Company made a $0.6 million
secured first mortgage loan to Republic Development Co. (the "Republic Mortgage
Loan") for the purpose of developing a commercial real estate property. This
loan was scheduled to mature May 19, 1998. To finance this loan, the Company
borrowed funds from Unicorp. The Unicorp borrowing was in the form of a $602,000
discounted note (the "Unicorp Republic Note") which matured on May 19, 1998 in
the amount of $620,000 and was secured by the Republic Mortgage Loan.
The Republic Mortgage Loan was not repaid on May 19, 1998 and in
November 1999, the Company foreclosed on the Republic Mortgage Loan and took
possession of the land. As of December 31, 2000, the Company reduced the
carrying value of the land by $311,000 to $300,000 which it believes is the
current fair market value of the land. The Unicorp Republic Note, which matured
on May 19, 1998, was not repaid by the Company as its payment was dependent upon
collecting the Republic Mortgage Loan. Unicorp has agreed to defer the
collection of its note until the land is sold.
On December 16, 1998, the Company sold its limited partnership interest
in the Cambridge Park Partnership (the "Partnership") for $1,035,000 cash plus
an interest free $247,500 promissory note (the "Note") payable within three
years of closing. The Company's investment in the Partnership was $900,000. The
Company did not record
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the value of the Note at the time of the sale and will record it as income when
the Note is collected. Therefore, the gain recorded on this transaction in 1998
was $135,000.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of change in tax rates is recognized in income in the
period that includes the enactment date.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
INVESTMENT IN REAL ESTATE
The investment in real estate is carried at estimated fair market
value.
NOTE 4 - OTHER BORROWED FUNDS
The Company's other borrowed funds are as follows:
DECEMBER 31,
--------------------------
2000 1999
----------- ---------
(dollars in thousands)
PRINCIPAL
Senior secured revolving credit facility (a).........$ 10,261 $ 10,261
Subordinated term loan (b)........................... 65,000 65,000
Junior line of credit (c)............................ 20,494 20,494
MSLL Note (d)........................................ 1,399 1,399
----------- -----------
97,154 97,154
Accrued interest..................................... 78,163 78,054
----------- -----------
$ 175,317 $ 175,208
=========== ===========
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(a) This debt facility, which is held by Unicorp, expired in August 1991 and
the Company has made no interest payments on this facility since its
expiration.
(b) This $65 million facility with Unicorp matured in August 1997, and calls
for interest-only payments at a fixed rate of 11.4 %, payable
semi-annually. The term loan includes convenants, among others, that
require the maintenance of a minimum level of tangible net worth and limit
aggregate levels of additional indebtedness. As a result of the losses
incurred by the Company, it was not in compliance with the above covenants
and it has not paid its semi-annual interest payment since August 1991.
(c) In November 1989, the Company entered into an agreement with Unicorp that
provided the Company with a line of credit in the aggregate amount of $30
million (amended to $25 million on July 25,1990) due on demand with an
interest rate of prime plus 3.5% and a standby fee of one quarter of one
percent of the unused portion of the commitment.
(d) This note with Unicorp matures June 30, 2005, and has an interest rate of
6.38%.
During 2000 and 1999, the weighted average amount of total principal debt
outstanding was $97.2 million. There is no weighted average interest cost
for 2000 and 1999 due to the Unicorp waiver of interest discussed in Note
1. The maximum amount of borrowed principal funds outstanding at any one
time during 2000 and 1999 was approximately $97.2 million.
SFAS No. 107 "Disclosures about Fair Value of Financial Instruments"
requires entities to disclose the fair value of on and off-balance sheet
financial instruments. In view of the financial position of the Company at
December 31, 2000, management has determined it is not practicable to
estimate the fair value of debt and other borrowed funds.
NOTE 5 - INCOME TAXES
Set forth below is an analysis of the Company's provision (refund) for
income taxes for the years ended December 31, 2000, 1999 and 1998.
2000 1999 1998
--------- --------- --------
(dollars in thousands)
Current provision (refund):
State and local income taxes............ $ (11) $ (4) $ 22
========= ========= ========
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A reconciliation of the total provision (benefit) for income taxes to
amounts computed by applying the federal tax rate to the net loss is as follows:
2000 1999 1998
------- ------- -------
(dollars in thousands)
Computed at statutory rate ............................. $ (152) $ (117) $(1,917)
State and local income taxes (benefit) ................. (4) (3) 14
Effect of no benefit recognized for net operating losses 145 116 1,925
------- ------- -------
Provision (refund) for income taxes .................... $ (11) $ (4) $ 22
======= ======= =======
The accompanying balance sheets reflect no deferred tax assets or
liabilities as of December 31, 2000 and 1999.
As part of the sale of its subsidiary, the Lincoln Savings Bank in
1994, the Company's debt previously owed to the National Bank of Canada ("NBC")
of approximately $77 million plus accrued and unpaid interest was transferred to
Unicorp. The debt acquired from NBC by Unicorp was acquired at a cost of $4.7
million. As a result of the transfer of the debt to an affiliate of the Company,
the amount of debt transferred which is in excess of the face amount is, for
federal and state income tax purposes, considered forgiveness of debt of the
Company and therefore is required to be included as taxable income by the
Company. The Company will not have to pay federal or state taxes on this income
because of its insolvency pursuant to Internal Revenue Service Code Section 108
(Discharge of Indebtedness). However, tax attributes of the Company (net
operating loss carry forwards, capital losses and built-in losses) will be
reduced to the extent of the forgiveness of indebtedness. Additionally, for
federal tax purposes, the Company may realize a bad debt loss of approximately
$85 million, as well as certain as yet undetermined and unrealized potential
capital losses. The Company has fully reserved any deferred tax benefit
associated with the net operating loss carryforwards.
NOTE 6 - LEGAL PROCEEDINGS
(A) Joseph Frazier ("Frazier") has instituted three lawsuits in which
Lincorp Holdings, Inc., the Company's predecessors in interest, Greit Realty
Trust Company and Unicorp America Corporation (collectively the "Company"), and
other parties were named as defendants. All three actions arose from a series of
real estate-related transactions which began in 1978 with respect to property in
Bucks County, PA (the "Bucks Property"). More specifically, Frazier's
partnership used a mortgage as a vehicle pursuant to which Greit paid the
partnership $400,000 contemporaneously with entering into the agreement and gave
the partnership a Promissory Note in the amount of $850,000 which further
provided for nineteen annual payments of $10,000 each and a final installment of
$660,000. In return, the partnership assigned its rights in an Agreement of Sale
for the Bucks Property to Greit. The Company has not made any payment to the
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partnership since 1992 and has a $730,000 unsecured liability recorded in its
financial statements.
In 1993, Frazier instituted an action in the Court of Common Pleas of
Philadelphia County asserting claims against the Company for fraud and breach of
contract, i.e., the failure to make certain payments due and owing to Frazier
and/or a general partnership in which he had an interest in connection with a
mortgage granted to Frazier's partnership by Greit. In 1997, Frazier instituted
a second action in the Court of Common Pleas of Philadelphia County alleging
fraudulent conveyancing of the Bucks Property by five separate parties,
including the Company. These actions have been consolidated with FRAZIER V.
ESTATE OF WRIGHT, an action previously filed in the Court of Common Pleas of
Philadelphia County by Frazier against his late partner and attorney, Bruce
Wright, alleging legal malpractice. The two actions against the Company were
dismissed for failure to join an indispensable party. The appellate court
squashed Frazier's appeal of that dismissal as premature until judgment is
entered in the FRAZIER V. ESTATE OF WRIGHT case.
In 1998, Frazier instituted an action in the Court of Common Pleas of
Bucks County, PA asserting vague claims arising from the conveyance of the Bucks
Property. Frazier has asserted claims against the Company and numerous other
parties, including approximately 475 homeowners who currently reside on the
Bucks Property. Frazier sought to eject the homeowners from their homes and
regain possession of the Bucks Property. The Court has dismissed claims against
the home-owners. Frazier still seeks damages of $84 million from the Company and
from other defendants. The Company is vigorously defending the claims that have
been asserted in the Bucks County action.
(B) A tax assessment (the "Assessment") has been made by the
Commonwealth of Massachusetts against a former wholly-owned subsidiary of the
Company, which was dissolved in July 1990. The Massachusetts Department of
Revenue (the "MDR") stated, in a notice dated February 15, 1992, that the amount
due and owing was $1.2 million and it is believed that additional interest
and/or penalties have been imposed with regard to the Assessment. On November
29, 1993, an Offer in Settlement (the "Offer") was forwarded to the MDR with
respect to the Assessment which was rejected by the MDR on October 26, 1995, and
there have been no subsequent developments on this matter since that date. The
ultimate outcome of the Assessment cannot be determined at this time.
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT NAME
22 Subsidiaries of the Company