ITEM 1. BUSINESS
GENERAL
Tech-Sym Corporation (the "Company" or "Registrant") is a diversified electronics engineering and manufacturing company primarily involved in the design, development, and manufacture of products used for communications, the exploration and production of hydrocarbons, and defense systems.
The Company, incorporated in Nevada in 1944, is headquartered in Houston, Texas. The Company operates through seven principal subsidiaries: CogniSeis Development, Inc. ("CogniSeis") located in Houston, Texas; Continental Electronics Corporation ("Continental") located in Dallas, Texas; Enterprise Electronics Corporation ("EEC") located in Enterprise, Alabama; Metric Systems Corporation ("Metric") located in Fort Walton Beach, Florida; Syntron, Inc. ("Syntron") located in Houston, Texas; Tecom Industries, Incorporated ("Tecom") located in Chatsworth, California; and TRAK Microwave Corporation ("TRAK") located in Tampa, Florida. The business of the Company is conducted as one segment comprised of three product areas.
COMMUNICATIONS. The communications products include microwave components, antennas, broadcast transmitters, and weather information systems.
The microwave components and subsystems are used by customers to make communications and radar products. Microwave components include energy sources (oscillators and amplifiers), frequency multipliers, filters, ferrite isolators and circulators, and a broad range of passive components for modulation and control of microwave energy. Microwave subsystems consist of synthesizers, frequency converters, and microwave receiver assemblies. These microwave components and subsystems are used in such areas as wireless communications, satellite communications, aircraft instruments, radars, electronic warfare systems, and industrial microwave heating and cooking. Original equipment manufacturers purchase these products to integrate into systems.
The Company also builds extremely accurate timing systems for use by government and commercial organizations such as NASA, telephone companies, and electric power utilities.
During 1995, the assets of two companies were acquired and combined to form Daden-Anthony Associates, Inc., in San Clemente, California. The new subsidiary designs and produces RF and microwave filters and has designed a specialized airborne filter amplifier assembly for GPS receivers.
The Company designs and produces antennas for wireless voice and data communication, satellite communication, surveillance, and range instrumentation. The Company also supplies antennas, fiber optic controllers, and positioners for information gathering by the U.S. surveillance community and high power antennas for jamming enemy radars during electronic warfare missions. Telemetry tracking systems and microprocessor-based antenna controllers are sold to the U.S. and foreign governments for use on test and training ranges. The Company has also designed and produces antennas for air and land mobile satellite communications systems. In the emerging wireless local loop market, the Company provides high performance base station and home subscriber antennas for telephony systems.
Broadcast transmitter products include a complete line of transmitters and related equipment for the radio broadcast industry such as high power transmitters for use in the "short" and "medium" wave frequency bands as well as transmitters that operate at the radio broadcast frequencies commonly referred to as "AM" and "FM". High power radio frequency energy sources such as large particle accelerators are also made for medical and physics research installations. Communications and radar equipment for U.S. and foreign defense agencies have also been designed and manufactured. Customers include the commercial radio broadcast industry, private and government agencies that operate radio broadcast stations, and organizations or government funded operations that engage in scientific research.
Through its Continental-Lensa subsidiary in Santiago, Chile, the Company designs and manufactures solid state AM transmitters for sale in North and South America as well as Europe. The Company also participates in a joint manufacturing agreement with the Ministry of Film, Radio, and Television in the People's Republic of China. The agreement provides for the manufacture of FM and shortwave broadcast transmitters at the Company's facility in Dallas as well as in Beijing.
Effective January 1, 1996, the Company acquired TELEFUNKEN Sendertechnik GmbH in Berlin, Germany. The company is a significant designer, manufacturer, and seller of broadcast transmitters and antennas in the world market. Its digital audio broadcast equipment produces CD quality sound for specially designed
FM radios and is currently in use in several test markets. It also manufactures and sells solid state television transmitters which can be used for High Definition Television broadcasts.
Meteorological agencies and television broadcasters use the Company's Doppler weather radars to forecast weather and provide severe weather warnings. The Doppler process measures both reflectivity and velocity of rain droplets and is used to detect, quantify and display precipitation intensity, velocity, and turbulence. It is extremely helpful in analyzing severe weather conditions such as hurricanes, tornadoes, thunderstorms, and wind shear. EEC has coupled the high performance Doppler radar with sophisticated data processing systems. These range from low-cost PC-based display and control systems through UNIX platform mid-range systems to larger scientific systems utilizing Hewlett Packard, IBM and the DEC-Alpha type computers and software.
With the development of powerful data processing systems known as Weather Windows(R) and EDGE(R) (Enterprise Doppler Graphics Environment), the products give meteorologists automated radar control as well as enhanced meteorological displays and image processing capabilities. The systems can be integrated into a network to obtain accurate weather information for a large geographic area. More than 600 weather radars have been installed in more than 60 countries.
GEOSCIENCE. The Company designs and manufactures products that acquire, digitize, transmit, record, display, and analyze acoustic energy produced on the surface by air guns, dynamite, or other sound sources and reflected from underground or subsea geologic formations. After the stored data is processed, potential locations of hydrocarbon deposits can be determined. With the advent of more powerful computers, three dimensional ("3-D") seismic surveys have become more routine. The 3-D surveys result in higher resolution than two dimensional surveys and the success rate of oil and gas wells based on 3-D surveys is much greater. The demand for the Company's seismic equipment has increased with the demand for 3-D surveys.
Principal seismic products include the SYNTRAK 480(R) Digital Streamer System consisting of one to twelve arrays, each up to 12,000 meters in length, containing sensors, electronic modules, and conductors. As the arrays are towed behind a boat, the acoustic energy is collected by the sensors, digitized and transmitted via a patented, low power telemetry communications scheme through the towed cable array to the boat. Once on board, the data is saved on magnetic tape by the Company's high-speed shipboard recording system.
A related product is the Ocean Bottom Cable which is placed on the ocean floor instead of towed behind a boat. It is used in shallow water, congested areas, and transition zones where large seismic vessels cannot operate. It can also be used to monitor a reservoir as hydrocarbons are removed.
Both the SYNTRAK 480(TM) system and the Ocean Bottom Cable have been upgraded to integrate the latest technology. The amount of seismic data able to be acquired has been increased by the use of 24-bit integrated circuits and the volume of the modules reduced 60% through the use of hybrid technology which combined most of the discrete components.
Another seismic product recently introduced is the PolySeis(TM) system which the Company has developed with partial funding from the INSTITUTE FRANCAIS DU PETROLE. The PolySeis(TM) system is a 24-bit modular radio and/or wireline telemetry
seismic data acquisition system that can be easily configured by the user for most land or transition zone needs. The system is specifically adaptive to the unique requirements associated with exploration in transition zones or in areas that are inaccessible or difficult to reach such as lakes, swamps, or mountainous areas.
The Company maintains operations for the design, manufacture, and repair of seismic cables in England, Singapore, and Houston. The ability to design, manufacture and repair seismic cables enhances the Company's quality control over critical processes and its ability to provide needed services to its customers worldwide. In October of 1995, the Company expanded its product line to include fiber optic and copper wire seismic cables and associated connectors by acquiring the business and assets of Primatek Industries, Inc.
In 1995, the Company sold its Syntron Pressure Controls business to enable it to concentrate on its core businesses.
The Company's geoscientific software business was established in 1995 with the acquisition of CogniSeis Development, Inc., in Houston, Texas. The subsidiary's geoscientific software applications products are designed to process seismic data collected in the field in order to make the data interpretable and to interpret processed seismic data and other geological data to identify, define, and visualize subsurface geologic formations. Several of the applications utilize three dimensional ("3-D") displays to enable geologists and geophysicists to locate oil and gas reserves.
In August of 1995, the Company acquired the rights to develop and sell VoxelGeo, a computer software program used by geologists and geophysicists to interpret and visualize seismic data on a 3-D basis. In September of 1995, the Company acquired Photon Systems Ltd., a company that develops, markets and licenses seismic and geologic interpretation systems.
The Company is in the process of integrating its line of seismic processing, geological interpretation, and visualization applications into a comprehensive three dimensional earth model interpretation package called "TerraCube." By linking the individual applications into a framework, TerraCube is expected to reduce the overall cycle time and expense involved in processing seismic data and interpreting geological data, as well as improve the quality of the data.
DEFENSE SYSTEMS. The principal defense systems products include shipboard electronics, airborne training systems, range instrumentation systems, and mechanical systems.
The Company first became involved in shipboard electronics, when it received a contract for the design, development, and qualification testing of electronic control, monitoring, and power distribution equipment for the U.S. Navy's Vertical Launching System (VLS). Upon successful completion of this development effort, full scale production was initiated and has been continuous since. Utilizing the expertise gained during the VLS development effort, the Company expanded its business operations in this area to include subsystems for the AN/SQQ-89 Surface Anti-Submarine Warfare Combat System, firing mechanisms for the submarine launched Tomahawk and Trident missiles, and radar cable assemblies for the AEGIS weapon system. In 1994, the Company acquired the Switchboard Systems Division of Ferranti Technologies, Inc., which produces electronic power switching and intercommunications equipment primarily for U.S. Navy ships.
The airborne training systems consist of pods which are attached to aircraft to collect data on the position, altitude, flight characteristics, and weapons systems of the aircraft during simulated combat. The data inputs are sent via telemetry to ground instrumentation equipment for display, debriefing, and subsequent analysis by the participants. The Company is producing airborne and ground equipment utilizing Global Positioning Systems (GPS) receivers to precisely locate and track aircraft operated on the training ranges. The use of this equipment will reduce the cost of operating Air Combat Maneuvering Instrumentation (ACMI) ranges since manned radar tracking sites and other equipment will become unnecessary.
The Company also designs and manufactures transportable radar systems used on military training ranges to replicate foreign military radars that control surface-to-air missiles (SAMs) and anti-aircraft artillery fire. These systems are used to train aircrews on defensive maneuvers and to test the effectiveness of electronic countermeasures.
The mechanical systems designed and manufactured by the Company include antenna support structures for large communications antennas, custom containers with environmental controls for sensitive electronics equipment such as satellites and missiles, and aircraft launcher rail assemblies for the AMRAAM missile. The Company has also developed and manufactures air cargo systems for airborne supply operations including on-board cargo roller/restraint systems, air-drop platforms, and cargo handling equipment for many types of aircraft.
The Company manufactures a variety of other systems including memory expansion equipment for the FAA's air traffic control Interim Update Plan, TOW missile launchers used on the U.S. Army's Bradley Fighting Vehicle, custom automated test equipment for a variety of electronic equipment, and radar surveillance systems.
GOVERNMENT CONTRACTS
Sales under contracts with or for the United States Government accounted for $81.3 million or 32% of the Company's sales in 1995. Most of the Company's Government contracts are fixed-price contracts. Under this type of contract, the price paid to the Company is not subject to adjustment by reason of the costs incurred by the Company in the performance of the contract, except that adjustments are made for costs incurred due to contract changes ordered by the Government. Cost overruns incurred in connection with fixed-price contracts, particularly those involving engineering and development, could substantially reduce the Company's profitability or cause losses.
Government contracts may be terminated for the convenience of the Government at any time the Government believes that such termination would be in its best interests. Under contracts terminated for the convenience of the Government, the Company is entitled to receive payments for its allowable costs and, in general, a proportionate share of its fee or profit for the work actually performed. Under the Truth in Negotiations Act, the Government has a right for three years after final payment on substantially all negotiated Government contracts to examine all the Company's cost records with respect to such contracts in order to determine whether the Company used and made available to the Government, or to the prime contractor in the case of a subcontract, accurate, complete and current cost or pricing information in preparing bids and conducting negotiations on the contracts or any amendments thereto.
The Company recognizes revenue under its Government contracts on the percentage of completion method generally measured by the percentage of total costs incurred to date to estimated total costs for each contract. Estimated losses on contracts are provided for in full when they become apparent. Provided the job is on schedule, the Company normally recovers most of its costs on large contracts under a progress payment system whereby 75% to 80% of its allowable costs incurred in performing the contract, including applicable indirect costs such as general and administrative expenses, may be collected from the Government on a current basis, while related profit, if any, is billable only upon completion of the contract, or in certain instances, as delivery of units is made. The Company and Government representatives closely monitor the Company's performance against the overall budget of cost and profit for a job as the job progresses. Revisions of a budget may occur during the course of the work for many reasons, including increases or decreases in the scope of the work, change orders and funding adjustments, as well as for the Company's performance against such budget. Budget revisions forecasting profit reductions are recorded by the Company on a current basis, whereas forecasted profit increases are recorded over the remaining period of performance.
The Company believes that business done under Government contracts differs from ordinary commercial contracts in certain other ways. Capital requirements tend to be smaller because of the progress payment system. There is no significant bad debt loss risk and, in general, receivables are paid promptly. The Company has also found that, in the case of Department of Defense contracts, the contract dispute procedures are well defined and generally permit expeditious and inexpensive resolutions of contract problems.
COMPETITION AND BUSINESS CONDITIONS
The Company faces significant competition in most aspects of its business. Its principal competitors in each area of its activities include corporations with substantially greater assets and access to larger financial resources than the Company. The Company's products are of a highly technical nature and involve the use of techniques and materials similar to those used by its competitors. The principal competitive factors with respect to the Company's products are technological innovation, product quality, price, adherence to delivery schedules and product reliability. A significant portion of the Company's sales are made under Government contracts awarded on the basis of competitive proposals. In addition to price, the factors involved in the award of such contracts include the quality of the proposal and reputation of the bidder. While the Company faces competition with respect to each of its product lines, the Company believes it is a principal supplier of (i) meteorological radars to foreign government agencies, and (ii)marine seismic data acquisition systems to the petroleum industry.
Demand for many of the products sold by the Company is dependent on the level and nature of the nation's defense expenditures. See "Other Information" included in Management's Discussion and Analysis set forth on pages 20 and 21 of the Company's Annual Report to Shareholders for the year ended December 31, 1995, which information is incorporated herein by reference. The defense-related electronic systems and components manufactured by the Company are sold primarily to the United States armed forces, defense contractors, and foreign countries for military and training use. General increases or decreases in the level of defense appropriations tend to affect demand for defense-related products, but do not necessarily have a corresponding effect on demand for the specialized products manufactured by the
Company. Due to the process by which appropriations and contracts are approved for defense projects, it is common for the Company to experience delays in the receipt of anticipated orders, which can adversely affect operating results by shifting operating revenues from one period to another. Because most of the Company's defense-related contracts are awarded on a fixed-price basis, cost overruns can affect the Company's profitability.
MARKETING AND CUSTOMERS
The Company's products are primarily marketed directly by the sales force of each of its operating subsidiaries, with the assistance of domestic and international independent technical sales representatives who receive commissions on their sales. The principal customers for the communications products include the United States Government (primarily the armed services), government contractors, communication equipment manufacturers, government and commercial weather services, foreign government agencies, radio broadcast companies and organizations, and research organizations. The geoscience customers include major independent and foreign national oil and gas companies, seismic contractors, geophysical contractors and government agencies around the world. The defense systems products are sold to the armed forces of the United States and foreign governments, government contractors, and aircraft manufacturers.
The Company's largest customer is the United States Government, its agencies and contractors, whose purchases accounted for approximately 32% of the Company's consolidated sales in 1995. Of that amount, approximately 92% was attributable to purchases by the Department of Defense and its contractors. The loss of these Government contracts would have a material adverse effect on the Company as a whole. Contracts with or for the United States Government and most prime contractors may be terminated by the Government at will. See "Government Contracts." The Company has not, however, experienced any significant problems with contract cancellations.
PRODUCT DEVELOPMENT
Information concerning the amount spent during each of the last three years on Company-sponsored research and development activities is set forth in the Company's "Consolidated Statement of Income" on page 22 of the Company's Annual Report to Shareholders for the year ended December 31, 1995, which information is incorporated herein by reference. Certain of the Company's research and development activities are undertaken pursuant to Government contracts and subcontracts. The costs incurred under these contracts for product research and development are charged to cost of sales, rather than to product development costs.
PATENTS
Although TRAK, Tecom, Continental and Syntron hold a number of United States and foreign patents, the Company believes that its business is not materially dependent upon the protection afforded by patents, but primarily upon the experience and continued creative skills of its personnel. In many cases, because of rapidly changing technology and the need for confidentiality, the Company does not seek to obtain patents.
BACKLOG
The backlog of unshipped orders was $121,293,000 and $138,221,000 as of December 31, 1994 and 1995, respectively. The backlog as of such dates which was reasonably expected to be filled within twelve months of such date was $104,402,000 and $128,035,000, respectively.
The backlog figures include only the sales value of the equipment or products for which the Company has received orders it believes to be firm. Contracts with or for the United States Government and most prime contractors may be terminated by the Government at will. See "Government Contracts." The Company has not, however, experienced any significant problems with contract cancellations.
MATERIALS AND SUPPLIES
The Company's operations require a wide variety of electronic and mechanical components and raw materials. Most of these items are available from several commercial sources. The Company does not depend on any single source for a significant portion of its supplies except for the 24-bit analog-to-digital converters and hybrid processors used in Syntron's new SYNTRAK 480-24 towed array system and ocean bottom cable.
ENVIRONMENTAL PROTECTION
No material effect on the operations of the Company is presently anticipated in the compliance with Federal, State and local provisions regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, and the Company does not expect to make any material capital expenditures in the next year in order to comply with any such provisions.
EMPLOYEES
As of December 31, 1995, the Company employed a total of 2,124 persons. None of the Company's domestic employees is represented by a labor union.
PRODUCT LINE SALES
Information concerning the Company's product line sales is set forth under the caption "Product Line Sales" on page 20 of the Company's Annual Report to Shareholders for the year ended December 31, 1995, which information is incorporated herein by reference.
EXPORT SALES
Information concerning the Company's export sales is set forth in Note 13 of the Notes to Consolidated Statements contained in the Company's Annual Report
to Shareholders for the year ended December 31, 1995, which information is incorporated herein by reference.
ITEM 2.

ITEM 2. PROPERTIES
The Company's corporate headquarters are located in Houston, Texas, in a company-owned building. The Company, through its Tech-Sym Management Corporation subsidiary, occupies approximately 7,500 square feet of the 20,000 square foot building. Approximately 7,500 square feet of the building is leased to third parties, with the remainder of the building available for lease or expansion.
Metric's defense systems manufacturing operations are conducted from office and plant facilities comprising a total of 226,000 square feet located on three tracts totaling 38 acres owned by the Company in Fort Walton Beach, Florida. Metric also leases 10,000 square feet of manufacturing, office and storage space in several nearby facilities.
EEC's weather information systems operations are conducted from office and plant facilities comprising 43,000 square feet located on an 11 acre tract owned by the Company in Enterprise, Alabama.
The electronic components manufacturing operation conducted by the Company's TRAK subsidiary consists of office and plant facilities located on ten acres owned by TRAK in Tampa, Florida, with combined square footage of approximately 123,000 square feet. TRAK'S subsidiary, TRAK Microwave Limited, leases plant and office facilities totaling 45,500 square feet in Dundee, Scotland. Daden-Anthony Associates, Inc., leases 14,500 square feet of plant and office facilities in San Clemente, California.
Tecom's antenna manufacturing operations are conducted in a 50,000 square foot leased facility located in Chatsworth, California.
Syntron's seismic data acquisition systems operations are conducted from company-owned facilities comprising 79,000 square feet located on a 15.2 acre tract and leased facilities totaling 105,000 square feet, in Houston, Texas. Syntron's European subsidiary, Syntron Europe Limited, operates from a 52,000 square foot office and plant facility on a 2.8 acre tract owned by the Company in Derbyshire, England. Syntron's Asian subsidiary, Syntron Asia Pte. Ltd., has leased a 1.4 acre tract in Singapore and operates from a 33,300 square foot office and plant facility it constructed on the site.
CogniSeis geoscientific software operations are conducted from 73,000 square feet of leased office space in Houston, Texas. Additional office space for development centers, service centers, and sales offices is leased in Colorado, Canada, England, The People's Republic of China, Russia, and Singapore.
The manufacturing operations for Continental's high power energy sources are conducted from office and plant facilities comprising 160,000 square feet on a 14 acre tract owned by the company in Dallas, Texas. Continental also leases an 80,000 square foot building on a 4 acre tract contiguous to the Continental property.
Continental-Lensa S.A. of Santiago, Chile, leases 5,400 square feet for its assembly operations. TELEFUNKEN Sendertechnik GmbH operates from a leased facility of approximately 65,000 square feet in Berlin, Germany.
The Company is the developer of a 9,000 acre residential/recreational project located near Concho, Arizona, in which Lake Investment Company, a wholly-owned subsidiary of the Company, owns a 100% interest. Approximately 900 acres of this development remains unsold. The Company intends to continue its efforts to liquidate its real estate operations and to use the proceeds in its manufacturing operations.
Certain of the facilities of the Company and its subsidiaries are subject to mortgage debt as set forth in Note 7 of the Notes to Consolidated Financial Statements contained in the Company's Annual Report to Shareholders for the year ended December 31, 1995, which information is incorporated herein by reference.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
As previously reported, the Company received notice on October 18, 1994, that Thomcast A.G. ("Thomcast") commenced an action in the United States District Court for the Northern District of Alabama, Southern Division, alleging that Continental Electronics Corporation ("Continental"), a wholly-owned subsidiary of the Company, and Eternal Word Television Network, Inc., a customer of Continental, have infringed and are infringing two claims of United States Patent No. 4,560,944 (the "Patent") assigned to Thomcast.
Thomcast has stated that its damages cannot presently be ascertained, but has computed its alleged damages on past sales at approximately $6,500,000 and has requested treble damages, prejudgment interest, costs and attorneys' fees. Although the Company believes it has meritorious defenses to such claims, it cannot predict the ultimate resolution of this matter. Trial on the matter is expected to occur during the first quarter of 1997.
There are various other lawsuits and claims pending against the Company's subsidiaries. In the opinion of Tech-Sym's management, based in part on advice of counsel, none of these actions will have a material adverse effect on the consolidated financial position of the Company.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of 1994 to a vote of the Company's security holders through the solicitation of proxies or otherwise.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning the current executive officers (as defined by the Securities and Exchange Commission rules) of the Company. These officers serve at the discretion of the Board of Directors of the Company and of various subsidiaries of the Company, as the case may be.
NAME AGE POSITIONS ---- --- --------- Wendell W. Gamel 66 Chairman of the Board, President and Director of the Company and officer and director of various subsidiaries of the Company
Coy J. Scribner 64 Vice President and Director of the Company, President and Director of Metric, and Chairman of the Board of EEC
Ray F. Thompson 59 Vice President, Treasurer, Controller and Chief Financial Officer of the Company and officer and director of various subsidiaries of the Company
J. Rankin Tippins 43 Secretary and General Counsel of the Company and officer and director of various subsidiaries of the Company
O. Dale Burris 59 President of TRAK Microwave Corporation
Robert M. McDonald 65 President of Continental Electronics Corporation
Richard F. Miles 47 Chairman of the Boards of Syntron, Inc., and CogniSeis Development, Inc.
There are no family relationships between any of the above persons. Executive officers are elected annually by the Board of Directors of the Company or a wholly-owned subsidiary of the Company, as the case may be, at their respective meetings of directors held immediately following the annual meeting of shareholders for such Company, to serve for the ensuing year or until their successors have been elected. The annual meeting of shareholders of the Company is normally held in April of each year and the annual meeting of each of the Company's principal subsidiaries, including Metric, TRAK, Syntron, CogniSeis, and Continental, are held in June of each year. There are no arrangements or understandings between any officer and any other person pursuant to which the officer was elected.
Mr. Gamel has been Chairman of the Board and President of the Company for more than the past five years. Mr. Gamel has served as a director of the Company continuously since 1966.
Mr. Scribner has been Vice President of the Company, President and a director of Metric, and Chairman of the Board of EEC, for more than the past five years. He has been a director of the Company continuously since 1983.
Mr. Thompson has been Treasurer, Controller and Chief Financial Officer of the Company for more than the past five years. In February of 1993, he was elected to the additional office of Vice President of the Company.
Mr. Tippins has been Secretary and General Counsel of the Company for more than the past five years.
Mr. Burris has served as President of TRAK for more than the past five years.
Mr. McDonald has served as President of Continental for more than the past five years.
Mr. Miles was elected President of Syntron on January 29, 1990. In December of 1995, he resigned as President of Syntron and was elected Chairman of the Boards of both Syntron and CogniSeis.
PART II
The information called for by Items 5 through 8, inclusive, of Part II of this form is contained in the following sections of the Company's Annual Report to Shareholders for 1994, which sections are incorporated herein by reference:
Caption and Page of Annual Report -------------------- Item 5.

Item 5. Market for Registrant's "Stockholder and Market Common Equity and Information"; page 37 Related Stockholder Matters.
Item 6.

Item 6. Selected Financial Data "Selected Financial Data"; Item 7.

Item 7. Management's Discussion "Management's Discussion Financial Condition and and Analysis of and Results of Operations Analysis of Financial Condition and Results of Operations"; pages 18-21, inclusive
Item 8.

Item 8. Financial Statements Tech-Sym Corporation and and Supplementary Data Subsidiaries Consolidated Financial Statements pages 22 through 36, inclusive
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no such changes or disagreements.
PART III
The information called for by Items 10, 11, 12 and 13 of Part III of this form (other than the information required by Item 10

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS
A list of the financial statements incorporated herein by reference is set forth in the Index to Financial Statements and Schedules submitted as a separate section of this report.
(2) FINANCIAL STATEMENT SCHEDULES
A list of the financial statement schedules included herein is contained in the accompanying Index to Financial Statements and Schedules.
(3) EXHIBITS
The following documents are included as Exhibits to this report. An asterisk (*) before an Exhibit number denotes that such Exhibit has been incorporated by reference to the registration statement or report specified in the brackets thereafter.
*3(a) Articles of Incorporation of Registrant, as amended [Registrant's 10-K (1989), SEC File No. 1-4371, Exhibit 3(a)]
*3(b) By-Laws of Registrant, as amended [Registrant's 10-K (1993), SEC File No. 1-4371, Exhibit 3(b)]
*4(a) Amended and Restated Rights Agreement dated as of June 1, 1988, between the Registrant and Continental Stock Transfer and Trust Company, as rights agent, relating to Common Stock Purchase Rights [Registrant's 10-K (1993), SEC File No. 1-4371, Exhibit 4(a)]
*4(b) Note Agreement dated as of March 1, 1989, between the Registrant and Principal Mutual Life Insurance Company et al with respect to $20,000,000 principal amount of 10.28% Senior Notes due March 1, 2001 (excluding attachments) [Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 4(b)]
*4(c) 10.28% Note dated March 14, 1989, of Registrant due March 1, 2001 in the principal amount of $12 million and issued to Principal Mutual Life Insurance Company [Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 4(c)]
*4(d) 10.28% Note dated March 14, 1989, of Registrant due March 1, 2001 in the principal amount of $5 million and issued to Crown Life Insurance Company [Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 4(d)]
*4(e) 10.28% Note dated March 14, 1989, of Registrant due March 1, 2001 in the principal amount of $2 million and issued to Guarantee Mutual Life Company [Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 4(e)]
*4(f) 10.28% Note dated March 14, 1989, of Registrant due March 1, 2001 in the principal amount of $1,000,000 and issued to Security Mutual Life Insurance Company [Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 4(f)]
*10(a) 1980 Stock Option Plan of Registrant [Registration Statement No. 2-68084, Exhibit 1.1]
*10(b) First Amendment to 1980 Stock Option Plan of Registrant dated February 23, 1982 [Registration Statement No. 2-77742, Exhibit 10(b)]
*10(c) Second Amendment to 1980 Stock Option Plan of Registrant dated February 17, 1983 [Registration Statement No. 2-87064, Exhibit 10(c)]
*10(d) 1990 Stock Option Plan of Registrant [Registration Statement No. 33-38208, Exhibit 28.1]
*10(e) 1990 Stock Option Plan, as amended, effective February 21, 1991 [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(e)]
*10(f) 1990 Stock Option Plan, as amended, effective February 17, 1994 [Registration No. 33-56535, Exhibit 4.1]
*10(g) Written description of incentive bonus compensation plan effective February 20, 1992 [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(f)]
*10(h) Deferred Compensation Agreement dated January 1, 1978, between the Registrant and Robert E. Moore with attached Amendments through January 1, 1991 [Registrant's 10-K (1990) SEC File No. 1-4371, Exhibit 10 (g)]
*10(i) Consulting Agreement dated January 1, 1981, between TRAK Microwave Corporation and Rollin J. Sloan [Registration Statement No. 2-87064, Exhibit 10(p)]
*10(j) First Amendment to Consulting Agreement dated January 1, 1984, between TRAK Microwave Corporation and Rollin J. Sloan [Registrant's 10-K (1983), SEC File No. 1-4371, Exhibit 10(t)]
*10(k) Second Amendment to Consulting Agreement dated January 1, 1986, between TRAK Microwave Corporation and Rollin J. Sloan [Registrant's 10-K (1985), SEC File No. 1-4371, Exhibit 10(cc)]
*10(l) Third Amendment to Consulting Agreement dated December 10, 1987, between Registrant and Rollin J. Sloan [Registrant's 10-K (1987), SEC File No. 1-4371, Exhibit 10(cc)]
*10(m) Consulting Agreement dated January 1, 1988, between Registrant and Robert E. Moore [Registrant's 10-K (1987), SEC File No. 1-4371, Exhibit 10(dd)]
*10(n) Form of Director's Stock Option Agreement dated as of December 10, 1987, entered into between Registrant and Keith R. Beeman (5,000 shares), A. A. Gallotta, Jr. (5,000 shares), Christopher C. Kraft, Jr. (5,000 shares), and Joal A. Teresko (5,000 shares) [Registrant's 10-K (1988), SEC File No. 1-4371, Exhibit 10(ii)]
*10(o) Termination Agreement dated May 1, 1991, between the Registrant and Wendell W. Gamel [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(p)]
*10(p) Termination Agreement dated May 1, 1991, between the Registrant and Coy J. Scribner [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(q)]
*10(q) Termination Agreement dated May 1, 1991, between the Registrant and Ray F. Thompson [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(r)]
*10(r) Termination Agreement dated May 1, 1991, between the Registrant and Richard F. Miles [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(s)]
*10(s) First Amendment to Termination Agreement, dated April 26, 1994, between the Registrant and Richard F. Miles [Registration No. 33-56533, Exhibit 10(s)]
*10(t) Termination Agreement dated May 1, 1991, between the Registrant and J. Rankin Tippins [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(t)]
*10(u) Termination Agreement dated May 1, 1991, between the Registrant and O. Dale Burris [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(u)]
*10(v) Termination Agreement dated May 1, 1991, between the Registrant and Robert M. McDonald [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(v)]
*10(w) Trust Agreement dated June 11, 1991 between the Registrant and Texas Commerce Bank National Association [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(w)]
*10(x) First Amendment dated June 1, 1992, to Trust Agreement dated June 11, 1991, between the Registrant and Texas Commerce Bank National Association [Registrant's 10-K (1992) SEC File No. 1-4371, Exhibit 10(x)]
*10(y) Nonemployee Director Retirement Plan of the Registrant effective January 1, 1992 [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(x)]
*10(z) Executive Retirement Agreement dated May 1, 1991, between the Registrant and Wendell W. Gamel [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(y)]
*10(aa) Executive Retirement Agreement dated May 1, 1991, between the Registrant and Coy J. Scribner [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(z)]
*10(bb) Executive Retirement Agreement dated May 1, 1991, between the Registrant and Ray F. Thompson [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(aa)]
*10(cc) Executive Retirement Agreement dated May 1, 1991, between the Registrant and O. Dale Burris [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(bb)]
*10(dd) Executive Retirement Agreement dated July 1, 1991, between Registrant and J. Rankin Tippins [Registrant's 10-K (1991) SEC File No. 1-4371, Exhibit 10(cc)]
*10(ee) Executive Retirement Agreement dated April 26, 1994, between the Registrant and Richard F. Miles [Registration No. 33-56533, Exhibit 10(ee)]
13 Pages 17-37 of the Annual Report to Shareholders of Registrant for the year ended December 31, 1994, are included as an Exhibit to this report for the information of the Securities and Exchange Commission, and, except for those portions thereof specifically incorporated by reference elsewhere herein, such pages of the Annual Report should not be deemed filed as a part of this report
21 Subsidiaries of the Registrant
23 Consent of independent accountants
27 Financial Data Schedule which is deemed not to be filed for purposes of liability under the federal securities laws
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were required to be filed during the quarter ended December 31, 1995.
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.
TECH-SYM CORPORATION
By: /s/ RAY F. THOMPSON Ray F. Thompson, Vice President, Treasurer and Controller (Principal financial officer and principal accounting officer) Date: March 29, 1996
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.
By: /s/ WENDELL W. GAMEL Wendell W. Gamel, Chairman of the Board, President and Director (Principal executive officer) Date: March 29, 1996
By: /s/ W. L. CREECH W. L. Creech Director Date: March 29, 1996
By: /s/ MICHAEL C. FORREST Michael C. Forrest Director Date: March 29, 1996
By: /s/ A. A. GALLOTTA, JR. A. A. Gallotta, Jr. Director Date: March 29, 1996
By: /s/ CHRISTOPHER C. KRAFT, JR. Christopher C. Kraft, Jr. Director Date: March 29, 1996
By: /s/ ROBERT E. MOORE Robert E. Moore Director Date: March 29, 1996
By: /s/ COY J. SCRIBNER Coy J. Scribner Director Date: March 29, 1996
By: /s/ ROLLIN J. SLOAN Rollin J. Sloan Director Date: March 29, 1996
By: /s/ JOAL A. TERESKO Joal A. Teresko Director Date: March 29, 1996
By: /s/ CHARLES K. WATT Charles K. Watt Director Date: March 29, 1996
FINANCIAL STATEMENTS AND SCHEDULES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page in Annual Report* -------------- (a) The following documents are filed as part of this report:
(1) Financial Statements:
Consolidated Statements of Income for the three years ended December 31, 1995 22
Consolidated Balance Sheets at December 31, 1995 and 1994 23
Consolidated Statements of Cash Flows for the three years ended December 31, 1995 24
Consolidated Statements of Changes in Shareholders' Investment for the three years ended December 31, 1995 25
Notes to Consolidated Financial Statements 26
Quarterly Financial Information (Unaudited) 35
Report of Independent Accountants 36
Page in this Report on Form 10-K ------------- (2) Financial Statement Schedules:
Report of Independent Accountants on Financial Statement Schedules S-2
II Valuation and Qualifying Accounts and Reserves for the three years ended December 31, 1995 S-3
*Incorporated by reference from the indicated pages of the 1995 Annual Report to Shareholders.
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
Report of Independent Accountants on Financial Statement Schedules
To the Board of Directors of Tech-Sym Corporation:
Our audits of the consolidated financial statements referred to in our report dated February 22, 1996 appearing in the 1995 Annual Report to Shareholders of Tech-Sym Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14(a)(2) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ Price Waterhouse LLP PRICE WATERHOUSE LLP
Houston, Texas February 22, 1996
S-2
TECH-SYM CORPORATION AND SUBSIDIARIES Valuation and Qualifying Accounts and Reserves (Schedule II) For the Three Years Ended December 31, 1995
S-3


ITEM 1. BUSINESS
General Development of Business
Uniprop Manufactured Housing Communities Income Fund, a Michigan Limited Partnership (the "Partnership"), acquired, maintains, operates and ultimately will dispose of income producing residential real properties consisting of four manufactured housing communities (the "Properties"). The Partnership was organized and formed under the laws of the State of Michigan on May 16, 1985. Its principal offices are located at 280 Daines Street, Birmingham, Michigan 48009 and its telephone number is (810) 645-9261.
The Partnership filed an S-11 Registration Statement (Registration No. 2-98180) in June 1985 which was declared effective by the Securities and Exchange Commission on September 24, 1985. The Partnership thereafter offered a maximum of 30,000 units of limited partnership interest representing capital contributions by the limited partners to the Partnership of $1,000 per unit (the "Units"). The sale of all 30,000 Units was completed in March, 1986 generating $30 million of contributed capital to the Partnership.
On February 10, 1986, the Partnership acquired Aztec Estates, a 645-space manufactured housing community in Margate, Florida and Kings Manor, a 314-space manufactured housing community in Ft. Lauderdale, Florida. On March 4, 1986, the Partnership acquired Old Dutch Farms, a 293-space manufactured housing community in Novi, Michigan. On March 27, 1986, the Partnership acquired The Park of the Four Seasons, a 572-space manufactured housing community in Blaine, Minnesota.
The Partnership operates the Properties as manufactured housing communities with the primary investment objectives of: (1) obtaining net cash from operations; (2) obtaining capital appreciation; and (3) preserving capital. There can be no assurance that such objectives can be achieved.
Financial Information About Industry Segment
The Partnership's business and only industry segment is the operation of its four manufactured housing communities. Partnership operations commenced in February 1986 upon the acquisition of the first two Properties. The Partnership's first full year of operations was the fiscal year ended December 31, 1987. For a description of the Partnership's revenues, operating profit and assets, please refer to Items 6 and 8.
Narrative Description of Business
General
The Properties were selected from 23 manufactured housing communities then owned by affiliates of P.I. Associates Limited Partnership, a Michigan limited partnership,
the General Partner (the "General Partner") of the Partnership. The Partnership rents space in the Properties to owners of manufactured homes thereby generating rental revenues. It is intended that the Partnership will hold the Properties for extended periods of time, originally anticipated to be seven to ten years after their acquisition, although a Property may be disposed of earlier or later, if in the opinion of the General Partner, it is in the best interest of the Partnership to do so. The determination of whether a particular Property should be disposed of will be made by the General Partner only after consultation with Manufactured Housing Services Inc. (the "Consultant") and after consideration of relevant factors, including, current operating results of the particular Property, prevailing economic conditions and with a view to achieving maximum capital appreciation to the Partnership considering relevant tax consequences and the Partnership's investment objectives.
Competition
The business of owning and operating residential manufactured housing communities is highly competitive, and the Partnership may be competing with a number of established companies having greater financial resources. Moreover, there has been a trend for manufactured housing community residents to purchase (where zoning permits) their manufactured homesites on a collective basis. This trend may result in increased competition with the Partnership for tenants. In addition, the General Partner, its affiliates or both, has participated, and may in the future participate, directly or through other partnerships or investment vehicles in the acquisition, ownership, development, operation and sale of projects which may be in direct competition with one or more of the Properties.
Each of the Properties competes with numerous similar facilities located in its geographic area. The Margate/Fort Lauderdale area contains approximately 15 communities offering approximately 6,165 housing sites competing with Aztec Estates. The Davie/Fort Lauderdale area contains approximately seven communities offering approximately 3,483 housing sites competing with Kings Manor. Park of the Four Seasons competes with approximately 11 communities offering approximately 3,031 housing sites. Old Dutch Farms competes with approximately eight communities offering approximately 3,652 housing sites. The Properties also compete against other forms of housing, including apartment and condominium complexes.
Governmental Regulations
The Properties owned by the Partnership are subject to certain state regulations regarding the conduct of the Partnership operations. For example, the State of Florida regulates agreements and relationships between the Partnership and the residents of Aztec Estates and Kings Manor. Under Florida law, the Partnership is required to deliver
to new residents of those Properties a prospectus describing the Property and all tenant rights, Property rules and regulations, and changes to Property rules and regulations. Florida law also requires minimum lease terms, requires notice of rent increases, grants to tenant associations certain rights to purchase the community if being sold by the owner and regulates other aspects of the management of such properties. The Partnership is required to give 90 days notice to the residents of Florida properties of any rate increase, reduction in services or utilities or change in rules and regulations. If a majority of the residents object to such changes as unreasonable, the matter must be submitted to the Florida Department of Business Regulations for mediation prior to any legal adjudication of the matter. In addition, if the Partnership seeks to sell Florida Properties to the general public, it must notify any homeowners association for the residents, and the association shall have the right to purchase the Property for the price, terms and conditions being offered to the public within 45 days of notification by the owner. If the Partnership receives an unsolicited bona fide offer to purchase the Property from any party that it is considering or negotiating, it must notify any such homeowners association that it has received an offer, state to the homeowners association the price, terms and conditions upon which the Partnership would sell the Property, and consider (without obligation) accepting an offer from the homeowners association. The Partnership has, to the best of its knowledge, complied in all material respects with all requirements of the States of Florida, Michigan and Minnesota, where its operations are conducted.
Employees
The Partnership employs three part-time employees to perform Partnership management and investor relations services. The Partnership retains an affiliate, Uniprop, Inc., as the property manager for each of its Properties. Uniprop, Inc. is paid a fee equal to the lesser of 5% of the annual gross receipts from each of the Properties or the amount which would be payable to unaffiliated third parties for comparable services. Uniprop, Inc. retains local managers on behalf of the Partnership at each of the Properties. Salaries and fringe benefits of such local managers are paid by the Partnership and are not included in any property management fee payable to Uniprop, Inc. Local managers are employees of the Partnership and are paid semi-monthly. The yearly salaries and expenses for local managers range from $20,000 to $40,000. Local managers have no direct management authority, make no decisions regarding operations and act only in accordance with instructions from the property manager. They are utilized by the Partnership to provide on-site maintenance and administrative services. Uniprop, Inc., as property manager, has overall management authority for each Property.
ITEM 2.

ITEM 2. PROPERTIES
The Partnership purchased all four manufactured housing communities for cash and the Properties are unencumbered, except for normal zoning, building and use restrictions for properties of that kind. Each of the Properties is a modern manufactured housing community containing lighted and paved streets, side-by-side off-street parking and complete underground utility systems. The Properties consist of only the underlying real estate and improvements, not the actual homes themselves. Each of the Properties has a community center which includes offices, meeting rooms and game rooms. Each of the Properties, except Old Dutch Farms, has a swimming pool and tennis courts.
Overall, as illustrated in the table below, the Properties reported, as of December 31, 1995, a combined occupancy of 95.1% and an average monthly homesite rent of $362.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
In the opinion of the Partnership and its legal counsel, there are no material legal proceedings pending except such ordinary routine matters as are incident to the kind of business conducted by the Partnership. To the knowledge of the Partnership and its counsel, no legal proceedings have been instituted or are being contemplated by any governmental authority against the Partnership.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The voting privileges of the limited partners are restricted to certain matters of fundamental significance to the Partnership. The limited partners must approve certain major decisions of the General Partner if the General Partner proposes to act without the approval of the Consultant. The limited partners also have a right to vote upon removal and replacement of the General Partner, dissolution of the Partnership, material amendments to the partnership agreement and the sale or other disposition of all or substantially all of the Partnership's assets, except in the ordinary course of the Partnership's disposing of the Properties. There have been no matters submitted to a vote of the limited partners during the last fiscal year.
PART II
ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS
There is no established public trading market for the Units and it is not anticipated that one will ever develop. During the last two years, less than two percent of the Units have been transferred each year, excluding transfers on account of death or intra-family transfers. The Partnership believes there is no secondary market, or the substantial equivalent thereof, and none will develop.
The General Partner calculates the estimated net asset value of each Unit by dividing (i) the amount of distributions that would be made to the limited partners in the event of the current sale of the Properties at their current appraised value, less sales expenses (but without consideration to tax consequences of the sale), by (ii) 30,000. In March, 1996, the Properties were appraised at an aggregate fair market value of $51,400,000. Assuming a sale of the four properties in March 1996, at the appraised value, less payment of selling expenses, the contingent purchase price due to sellers, and after the 80/20% split of sale or financing proceeds with the General Partner, the net aggregate proceeds available for distribution to the limited partners is estimated to be $43,110,400 or $1,437 per unit. There can be no assurance that the estimated net asset value could ever be realized. As of March 1st, 1996, the Partnership had approximately 2,720 limited partners holding Units.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes selected financial data for Uniprop Manufactured Housing Communities Income Fund, a Michigan Limited Partnership, for the periods ended December 31, 1995, 1994, 1993, 1992 and 1991:
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Liquidity
The Partnership has, since inception, generated adequate amounts of cash to meet its operating needs. The Partnership retains cash reserves which it considers adequate to maintain the Properties. All funds in excess of the operating needs and cash reserves have been distributed to the Partners, quarterly. While the Partnership is not required to maintain a working capital reserve, the Partnership has not distributed all the cash generated from operations in order to build cash reserves. For the year ended December 31, 1995 the Partnership added $178,017 to reserves. The amount of any funds placed in reserves is at the discretion of the General Partner. The Partnership expects to
generate adequate amounts of cash to meet its operating needs during the next fiscal year.
On August 24, 1994, the Partnership obtained a $200,000 line of credit with Comerica Bank. On June 1, 1995, the line was increased to $400,000 to add additional models. This is a result of the existing homes being purchased quickly. Proceeds from the line of credit are being used to purchase new and used manufactured homes for resale in the communities owned by the Fund. As of December 31, 1995, the outstanding balance was $343,210.
Capital Resources
The capital formation phase of the Partnership began on February 10, 1986, when Aztec Estates and Kings Manor were purchased by the Partnership and operations commenced. On March 4, 1986, and March 27, 1986, Old Dutch Farms and Park of the Four Seasons were purchased, respectively. From the $30,000,000 capital raised from the sale of the Units, $26,400,000 was used to purchase the four Properties after deducting sales commissions, advisory fees and other organization and offering costs. The Partnership had no capital expenditure commitments as of December 31, 1995 and does not anticipate any during the next fiscal year.
Results of Operations
a. Distributions
During the years ended December 31, 1995, 1994 and 1993, cash generated by operations, and available for distribution, was $3,773,017, $3,652,772 and $3,461,959 respectively. For the years ended December 31, 1995, 1994 and 1993, respectively, the Partnership made distributions to limited partners equal, on an annualized basis, to 10% of their original capital contributions. These distributions totaled $3,000,000 in each year. The General Partner received distributions totaling $595,000, $400,000 and $600,000 during the same periods. No distributions made to the limited partners to date constitute, in whole or in part, a return of their capital contributions.
b. Net Income
For the years ended December 31, 1995, 1994 and 1993 net income was $2,989,190, $2,884,362 and $2,704,752 on total revenues of $7,502,221, $7,321,328 and $6,997,507.
Net income plus depreciation and amortization less distributions to all Partners was $178,017, $252,772 and $(138,041), for the same periods. This fluctuation results from differences in the timing of distributions to the Partners and the fact that the Partnership had established cash reserves when deemed necessary from time to time.
c. Partnership Management
Net expenses for the management of the Partnership (i.e. gross expenses for such management, less transfer fees, interest on reserves and interest on funds awaiting distribution) were $249,760 in 1995, $266,907 in 1994 and $343,633 in 1993. The decrease in Partnership management expenses in 1995 versus 1994 was due to higher legal expenses.
d. Property Operations
Overall, the four Properties had a combined average occupancy of 95.1% (1,735/1,824 sites) as of December, 1995; 94.8% as of December, 1994; and 94.9% as of December, 1993. The average collected monthly rent as of December, 1995 was approximately $362 per homesite versus $352 as of December, 1994 and $337 as of December, 1993, an increase each year of 2.8% and 4.4%, respectively.
During the 1995, 1994 and 1993 fiscal years, the Properties generated a net operating income of $4,253,489 or 56.7% of total revenues; $4,140,507 or 56.6% of total revenues; and $3,975,678 or 56.8% of total revenues, respectively. Net operating income is computed before deduction of (i) certain non-recurring expenses of $230,712, $335,243 and $170,086, respectively, and (ii) depreciation and amortization of $783,827, $768,410, and $757,207. The large increase in non-recurring expense between 1994 and 1993 was the result of required capital improvements to the sewage treatment facility at Old Dutch Farms in Novi, MI.
Aztec Estates, in Margate, Florida, had an occupancy of 95.9% (619/645 sites) as of December, 1995 compared to 98.4% as of December, 1994 and 98.9% in 1993. The average rent in December, 1995 was $395 per homesite versus $385 in December, 1994 and $363 in December, 1993, an increase each year of 2.6% and 6.0%, respectively.
The property's 1995 net operating income of $1,614,553 represented 53.7% of revenues versus $1,559,113 or 51.9% of revenues in 1994, and $1,543,235 or 54.2% of revenues in 1993. The increase in net operating income from 1994 to 1995 was due to higher average rents and lower operating expenses.
Kings Manor, in Fort Lauderdale, Florida, had an occupancy of 96.5% (303/314 sites) as of December, 1995 compared to 99.0% as of December, 1994 and 99.0% in 1993. The average rent in December, 1995 was $372 per homesite versus $354 in December 1994 and $334 in December, 1993, an increase each year of 5.1% and 6.0% respectively.
The property's 1995 net operating income of $821,053 represented 60.6% of revenues, versus $781,390 or 59.5% in 1994, and $701,322 or 59.1% in 1993. The increase in income was the result of higher rental income.
Old Dutch Farms, in Novi, Michigan, had an occupancy of 96.9% (284/293 sites) as of December, 1995 compared to 94.2% in 1994 and 99.0% in 1993. The average rent in December, 1995 was $371 per homesite versus $359 in December, 1994 and $345 in December, 1993, an increase each year of 3.3% and 4.1%, respectively.
The property's 1995 net operating income of $731,943 represented 61.5% of revenues, versus $744,447 or 64.3% in 1994, and $721,439 or 63.0% in 1993. The decrease in income was the result of higher operating expenses.
The Park of the Four Seasons, in Blaine, Minnesota, had an occupancy of 92.5% (529/572 sites) as of December, 1995 compared to 88.6% in 1994 and 86.2% in 1993. The average rent in December, 1995 was $312 per homesite versus $306 in December, 1994 and $302 in December, 1993, an increase each year of 2.0% and 1.3%, respectively.
The property's 1995 net operating income of $1,085,940 represented 56.1% of revenues versus $1,055,557 or 56.3% in 1994, and $1,009,682 or 55.9% in 1993. The increase in net operating income from 1994 to 1995 was primarily due to reduced operating expenses and increased rental rates. Vacancy in the area is still greater than 10% and the Partnership will continue offering some rental incentives during 1996.
In 1996 and for the foreseeable future, the Partnership expects to meet its expenditures from operating revenues and to distribute excess cash flow, after retention of an adequate cash reserve, to its partners.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Partnership's financial statements for the fiscal years ended December 31, 1995, 1994 and 1993, and supplementary data are filed with this Report under Item 14.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in the Partnership's independent public accountants nor have there been any disagreements during the past two fiscal years.
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership, as an entity, does not have any officers or directors. The General Partner of the Partnership is P.I. Associates Limited Partnership. P.I. Associates is a Michigan limited partnership and its general partner is Paul M. Zlotoff.
Information concerning Mr. Zlotoff's age and principal occupations during the last five years or more is as follows:
Paul M. Zlotoff, 46, is and has been an individual general partner of P.I. Associates since its inception in May 1985. Mr. Zlotoff became the Chairman and Chief Executive Officer of Uniprop, Inc. in May 1986 and has been its President since 1979. He is also an individual general partner of Genesis Associates Limited Partnership, the general partner of Uniprop Manufactured Housing Communities Income Fund II, a public limited partnership which owns and operates nine manufactured housing communities. Mr. Zlotoff currently, and in the past, has acted as the general partner for various other limited partnerships owning manufactured home communities, as well as some commercial properties.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no executive officers and therefore, no officers received a salary or remuneration exceeding $100,000 during the last fiscal year. The General Partner of the Partnership and an affiliate, Uniprop, Inc., received certain compensation and fees during the fiscal year in the amounts described in Item 13. The Partnership anticipates that it will provide similar compensation to the General Partner and Uniprop, Inc. during the next fiscal year.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Partnership is a limited partnership formed pursuant to the Michigan Uniform Limited Partnership Act, as amended. The General Partner, P.I. Associates Limited Partnership, is vested with full authority as to the general management and supervision of the business and other affairs of the Partnership, subject to certain constraints in the partnership agreement and consulting agreement. Limited partners have no right to participate in the management of the Partnership and have limited voting privileges only on certain matters of fundamental significance. No person owns of record or beneficially, more than five percent of the Partnership's Units.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following discussion describes all of the types of compensation, fees or other distributions paid by the Partnership or others to the General Partner or its affiliates from the operations of the Partnership during the last fiscal year, as well as certain of such items which may be payable during the next fiscal year. Certain of the following arrangements for compensation and fees were not determined by arm's length negotiations between the General Partner, its affiliates and the Partnership.
Paul M. Zlotoff has an interest in the sellers of all the Properties acquired by the Partnership and may be entitled to share in a contingent purchase price with respect to each Property, when and if the Properties are sold and the sellers become entitled thereto. The maximum amounts which could be payable to the sellers are as follows: Aztec Estates, $1,374,323; Kings Manor, $529,724; Park of the Four Seasons, $1,113,594; and Old Dutch Farms, $452,359. The contingent purchase price for each Property was determined by reference to the average of two independent real estate appraisals which were obtained by the General Partner. Such appraisals are only estimates of value and are not necessarily indicative of the actual real estate value. Each seller will become entitled to any unpaid contingent purchase price upon the sale, financing or other disposition of one or more Properties, but, only after the receipt by each limited partner of any shortfall in his 9% cumulative preferred return plus the return of his adjusted capital contribution. The actual amounts to be received, if any, will depend upon the results of the Partnership's operations and the amounts received upon the sale, financing or other disposition of the Properties and are not determinable at this time. The Partnership does not anticipate any such amount will become payable during the next fiscal year.
The Partnership paid and will pay an incentive management interest to the General Partner for managing the Partnership's affairs, including: determining distributions, negotiating agreements, selling or financing properties, preparing records and reports, and performing other ongoing Partnership responsibilities. This incentive management interest could be up to 20% of the net cash from operations (cash revenues less cash operating expenses and specified reserves) in any taxable year. However, in each taxable year the General Partner's right to receive any net cash from operations is subordinated to the extent necessary to first provide each limited partner his 10% preferred return plus any shortfall in his 9% cumulative preferred return. During the last fiscal year, the General Partner was entitled to an incentive management interest of $773,017. The actual amount of incentive management interest paid to the General Partner during 1995 was $595,000. The actual amount to be received during the next fiscal year will depend upon the results of the Partnership's operations and is not determinable at this time. The General Partner also has a right to receive 20% of any sale or financing proceeds remaining after each limited partner has received an amount equal to any shortfall in his 9% cumulative preferred return, plus the return of his adjusted capital contribution.
Uniprop, Inc., an affiliate of the General Partner, received and will receive property management fees for each Property managed by it. Uniprop, Inc. is primarily responsible for the day-to-day management of the Properties and for the payment of the costs of operating each Property out of the rental income collected. The property management fees are equal to the lesser of 5% of the annual gross receipts from the Properties managed by Uniprop, Inc., or the amount which would be payable to an unaffiliated third party for comparable services. During the last fiscal year, Uniprop, Inc. received the following property management fees totaling $371,984: Aztec Estates, $149,006; Kings Manor, $67,569; Old Dutch Farms, $59,149; and Park of the Four Seasons, $96,260. In addition, certain employees of the Partnership are also employees of affiliates of the General Partner. During the last fiscal year, these employees received an aggregate of $105,798 for performing local property management, data processing and investor
relations services for the Partnership. The actual amounts to be received during the next fiscal year will depend upon the results of the Partnership's operations and are not determinable at this time.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements
The following financial statements and related documents are filed with this Report:
(1) Report of Independent Certified Public Accountants
(2) Balance Sheets as of December 31, 1995 and 1994 and Statements of Income for the fiscal years ended December 31, 1995, 1994 and 1993
(3) Statements of Partners' Equity for the fiscal years ended December 31, 1995, 1994 and 1993
(4) Statements of Cash Flows for the fiscal years ended December 31, 1995, 1994 and 1993
(5) Schedule III - Real Estate and Accumulated Depreciation for the fiscal years ended December 31, 1995, 1994 and 1993
(b) Reports on Form 8-K
The Partnership did not file any Forms 8-K during the fourth quarter of 1995.
(c) Exhibits
The following exhibits are incorporated by reference to the S-11 Registration Statement of the Partnership filed June 4, 1985, as amended on August 1, 1985 and September 11, 1985:
3(a) Amended Certificate of Limited Partnership for the Partnership
3(b) Agreement of Limited Partnership for the Partnership
10(a) Form of Management Agreement between the Partnership and Uniprop, Inc.
10(b) Form of Consulting Agreement between the Partnership, the General Partner and Consultant
The following exhibits are incorporated by reference to the Form 10-K for fiscal year ended December 31, 1992.
3(c) Certificate of Amendment to the Certificate of Limited Partnership for the Partnership (originally filed with Form 10-Q for the fiscal quarter ended June 30, 1986).
4 Form of Certificate of Limited Partnership Interest in the Partnership (originally filed with Form 10-K for the fiscal year ended December 31, 1986)
10(c) Contingent Purchase Price Agreement between the Partnership, Aztec Estates
10(d) Contingent Purchase Price Agreement between the Partnership and O.D.F. Mobile Home Park (originally filed with Form 10-K for the fiscal year ended December 31, 1987)
10(e) Contingent Purchase Price Agreement between the Partnership and The Park of the Four Seasons (originally filed with Form 10-K for the fiscal year ended December 31, 1987)
The following exhibit is attached to this Report:
27 Financial Data Schedule
28 Letter summary of the estimated fair market values of the Partnership's four manufactured housing communities, as of March 23, 1996.
(d) Other Financial Statements
There are no other financial statements required by the instructions contained in Regulation S-X or, the information is included elsewhere in the financial statements or the notes thereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Uniprop Manufactured Housing Communities Income Fund, a Michigan Limited Partnership, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Uniprop Manufactured Housing Communities Income Fund, a Michigan Limited Partnership
BY: P.I. Associated Limited Partnership, General Partner
Dated: March 29, 1996 BY: /s/ Paul M. Zlotoff ---------------------------------------- Paul M. Zlotoff, General Partner
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners Uniprop Manufactured Housing Communities Income Fund (a Michigan limited partnership)
We have audited the accompanying balance sheets of Uniprop Manufactured Housing Communities Income Fund (a Michigan limited partnership), as of December 31, 1995 and 1994, and the related statements of income, partners' equity and cash flows for each of the three years in the period ended December 31, 1995. We have also audited the schedule listed under Item 14 of Form 10-K. These financial statements and the schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and the schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and the schedule. We believe that 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 Uniprop Manufactured Housing Communities Income Fund at December 31, 1995 and 1994 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles.
Also, in our opinion, the schedule listed under Item 14 of Form 10-K presents fairly, in all material respects, the information set forth therein.
BDO SEIDMAN, LLP
Troy, Michigan February 9, 1996
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (A MICHIGAN LIMITED PARTNERSHIP)
BALANCE SHEETS
See accompanying notes to financial statements.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
See accompanying notes to financial statements.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
See accompanying notes to financial statements.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (A MICHIGAN LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
See accompanying notes to financial statements.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF ORGANIZATION AND BUSINESS ACCOUNTING POLICIES Uniprop Manufactured Housing Communities Income Fund, a Michigan Limited Partnership (the "Partnership") acquired, maintains, operates and will ultimately dispose of income producing residential real properties consisting of four manufactured housing communities (the "properties") located in Florida, Minnesota and Michigan. The Partnership was organized and formed under the laws of the State of Michigan on May 16, 1985.
The general partner of the Partnership is P. I. Associates Limited Partnership. Taxable investors acquired 20,230 Class A units, and 9,770 Class B units were acquired by tax exempt investors. Depreciation is allocated only to holders of Class A units and to the general partner.
USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect (1) the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of the Partnership's financial instruments, which consist of cash, its line of credit and accounts payable, approximate their fair values.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the following estimated useful lives:
Building and improvements 30 years Manufactured homes and improvements 30 years Furniture and equipment 3-10 years
Accumulated depreciation for tax purposes was $8,324,900 and $7,472,706 as of December 31, 1995 and 1994, respectively.
INCOME TAXES
Federal income tax regulations provide that any taxes on income of a partnership are payable by the partners as individuals. Therefore, no provision for such taxes has been made at the partnership level.
2. OTHER ASSETS At December 31, 1995 and 1994, "Other assets" included cash of $171,000 and $137,000, respectively, in a security deposit escrow account for two of the Partnership's properties, as required by the laws of the state in which they are located, which is restricted from operating use.
3. REVOLVING The Partnership currently has a $400,000 CREDIT revolving line of credit agreement with a bank. AGREEMENT Interest accrues on outstanding balances at 3/4% above the bank's prime rate (prime was 8.5% at December 31, 1995). The amounts outstanding were $343,210 and $135,000 at December 31, 1995 and 1994, respectively.
4. OTHER Other liabilities consisted of: LIABILITIES
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
5. RELATED PARTY MANAGEMENT AGREEMENT TRANSACTIONS The Partnership has an agreement with an affiliate of the general partner to manage the properties owned by the Partnership. The management agreement is automatically renewable annually, but may be terminated by either party upon sixty days written notice. The property management fee is the lesser of 5% of annual gross receipts from the properties managed, or the amount which would be payable to an unaffiliated third party for comparable services.
REPORT OF FEES
During the years ended December 31, 1995, 1994 and 1993, the affiliate earned property management fees of $371,984, $362,755, and $348,935, respectively, as permitted in the Agreement of Limited Partnership. These operating expenses are included with "Administrative" expenses in the respective statements of income. The Partnership was owed $8,415 and $8,042 by the affiliate at December 31, 1995 and 1994, respectively, for overpayments made.
Certain employees of the Partnership are also employees of affiliates of the general partner. These employees were paid by the Partnership the amounts of $105,798, $120,876, and $120,205, in 1995, 1994 and 1993, respectively, to perform local property management and investor relations services for the Partnership.
CONTINGENT PURCHASE PRICE
The general partner of P.I. Associates has an interest in the sellers of all the properties acquired by the Partnership and is entitled to share in a contingent purchase price with respect to each property, when and if the properties are sold and the sellers become entitled thereto. The actual amounts to be received, if any, will depend upon the results of the Partnership's operations and the amounts received upon the sale, financing or other disposition of the properties and are not determinable at this time. The Partnership does not anticipate any such amount will become payable during the next fiscal year.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
7. PARTNERS' Subject to the orders of priority under certain CAPITAL specified conditions more fully described in the Agreement of Limited Partnership, distributions of partnership funds and allocations of net income from operations are principally determined as follows:
DISTRIBUTIONS
Net cash from operations (generally defined in the Agreement as net income plus depreciation) is to be distributed to the limited partners until they have received their 10% preferred return plus any shortfall in their 9% cumulative return. Secondly, the general partner will receive 20% of net cash from operations. Thereafter, all remaining net cash from operations is to be distributed to the limited partners.
ALLOCATION OF NET INCOME
Net income is to be allocated in the same manner as distributions except that:
a) Depreciation expense is allocated only to the general partner and the Class A (taxable) limited partners and,
b) In all cases, the general partner is to be a alocated at least 1% of all Partnership items.
Since inception, the Fund earned sufficient cash from operations to distribute the 10% preferred return to the limited partners and therefore, there has been no shortfall in the 9% cumulative return.
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (A MICHIGAN LIMITED PARTNERSHIP)
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1995
UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND (A MICHIGAN LIMITED PARTNERSHIP)
NOTES TO SCHEDULE III DECEMBER 31, 1995
1. RECONCILIATION OF The following table reconciles buildings and improvements BUILDINGS AND from January 1, 1993 to December 31, 1995: IMPROVEMENTS
There were no additions to land during this three-year period.
2. RECONCILIATION The following table reconciles the accumulated ACCUMULATED depreciation from January 1, 1993 to December 31, 1995: OF DEPRECIATION
3. TAX BASIS OF The aggregate cost of buildings and improvements for BUILDINGS federal income tax purposes is equal to the cost basis AND IMPROVEMENTS used for financial statement purposes.
EXHIBIT INDEX