ITEM 1. BUSINESS
The primary business of Krupp Institutional Mortgage Fund Limited Partnership (the "Partnership") is making loans evidenced by non-recourse participating promissory notes ("Participating Notes"), collateralized by mortgages on improved, income producing real properties and a Collateral Pledge Agreement dated February 20, 1985. See Note C to Financial Statements included in Appendix A of this report. The loans have been made to Krupp Equity Limited Partnership ("KELP"), which has the same general partners as the Partnership, under a master loan agreement (the "Master Loan Agreement"). The Partnership considers itself to be engaged in only one industry segment, namely real estate mortgage lending to KELP.
KELP's properties began experiencing cash flow difficulties and, beginning with the payment due April 1, 1991, KELP has not been able to fully pay the required quarterly interest payments. The terms of the Master Loan Agreement, which is currently in default, require KELP to pay the Partnership basic interest at a rate of 10% per annum on the Participating Notes.
The General Partners determined in 1991 not to exercise the Partnership's foreclosure remedies under the Master Loan Agreement as a result of KELP's default because the severely depressed state of the real estate market in much of the U.S. made it unlikely that KELP would be able to dispose of its properties at other than very unattractive prices at that time. Thus, the General Partners believed that it was in the Partnership's best interest to continue to permit KELP to hold the properties and attempt to increase cash flows.
As a result of KELP's difficulties: 1) KELP has remitted to the Partnership all cash flow generated by the properties after operating and administrative expenses and senior mortgage obligations ("KELP Cash Flow") and the Partnership has not exercised its foreclosure rights under the Master Loan Agreements with respect to KELP's defaults; 2) interest and late charges on the Partnership's Participating Notes have continued to accrue although reserved against; 3) since 1991, as a consequence of the default, the management agent of KELP's properties (an affiliate of its general partners) has continued to serve even though it is not receiving any payment of property management fees.
As a result of management's annual assessment of the carrying value of the Participating Notes, which is based on the fair value of underlying properties considering such factors as tenant turnover, current and prospective occupancy levels, the current market competition and assumptions on potential proceeds that might be received upon sale, the General Partner of KELP determined that the carrying value of its investments exceeded its net realizable value. As of December 31, 1995, KELP has reduced the carrying value of its real estate by $5,986,000. Accordingly, the Partnership has recorded a cumulative provision for credit losses of $16,524,000, against the outstanding mortgage note receivable balance of $28,319,943, on its related mortgage loans.
Since 1991, many segments of the U.S. real estate market have begun to
recover. However, in the General Partners' judgment, the properties held by KELP have not materially increased in value over this period. The General Partners' current plan is to continue not to exercise the Partnership's foreclosure rights under the Master Loan Agreement, although they intend to carefully monitor the operations of each property and the state of the market in which each property is located. At such time as the Partnership believes the disposition of a property by KELP would produce an attractive level of proceeds to the Partnership under the Master Loan Agreement, the General Partners will take appropriate steps on behalf of the Partnership to require a sale by KELP or commence foreclosure proceedings with respect to such property. By proceeding in this fashion the General Partners are seeking to avoid a disposition of the portfolio at "forced liquidation" prices.
The General Partners estimate that this disposition process, which has been ongoing through 1995 and earlier, could take several years. Limited Partners should note that the deferral of property dispositions defers significant tax liabilities of all Partners. It also defers the due date on certain notes totalling $2,790,388 issued by the partners of KELP, which have been pledged to the Partnership under a Collateral Pledge Agreement. See Note D to the Financial Statements included in Appendix A of this report.
As a result of the above mentioned disposition activities, subsequent to year end KELP sold Village Green Apartments to an unaffiliated third party for $5,200,000. As a result of the Village Green sale, the Partnership will receive all available net cash proceeds from KELP. Additionally, KELP has entered into a purchase and sale agreement with an unaffiliated buyer for the purchase of North Salado Village Shopping Center at a contracted sale price of $7,350,000. For details of each transaction see Note D to the Financial Statements included in Appendix A of this report.
As of December 31, 1995, the Partnership did not employ any personnel.
Item 2.

ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Partnership is a party.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None. PART II
ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY STOCKHOLDER MATTERS
The transfer of Units is subject to certain limitations contained in the Partnership Agreement. There is no public market for the Units and it is not anticipated that any such public market will develop.
The number of Limited Partners as of December 31, 1995 was approximately
3,300.
The Partnership made the following distributions to its Partners during the fiscal year ended December 31, 1995 and 1994:
One of the objectives of the Partnership is to generate cash available for quarterly distribution. However, there is no assurance that future cash flows from KELP will be available for quarterly distributions.
As a result of the financial condition of the KELP properties and the reduction in the debt service payments made by KELP to the Partnership, the Partnership has made quarterly distributions at rates that fluctuate from .25% to .625% of the invested proceeds.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial information regarding the Partnership's financial position and operating results. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements and Notes thereto, which are included in Items 7 and 8 (Appendix A) of this report, respectively.
Item 7.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Currently, the Partnership has sufficient liquidity to meet its operating needs. The most significant capital need is distributions to investors. However, distributions are currently dependent on cash flow received from KELP's interest payments on the Participating Notes based upon the cash flow of the underlying properties.
KELP's properties have not generated cash flow sufficient to meet the terms of their existing obligations. The retail centers have historically suffered from an economic downturn in retail sales beginning in the late 1980s. Recently, the properties have maintained a consistent level of operating cash flow. The partners of KELP have made cumulative capital contributions of approximately $4,673,000 to cover prior operating deficits and have arranged for certain short-term borrowings. Additionally, the affiliated management agent has not received payment of management fees since 1991. The General Partners of the Partnership have not commenced foreclosure proceedings because, as described in Item 1 above, they have determined that there are advantages to allowing KELP to continue to own the properties.
On October 20, 1995, the partners of KELP refinanced the first mortgage note payable of North Salado Shopping Center for $2,972,130. The terms of the new mortgage require monthly principal and interest payments of $31,612 at a rate of 9.25% per annum. The new mortgage note matures November 15, 2009. The new mortgage may be prepaid without penalty until November 15, 1996, if the property is sold to an unaffiliated third party. Previously, the mortgage note payable for North Salado required monthly payments of $32,241, consisting of principal and interest at the rate of 10.625% per annum.
On March 5, 1996, KELP sold Village Green Apartments to an unaffiliated third party for $5,200,000. The buyer assumed the principal outstanding on the first mortgage note payable on the property of $4,633,989, as of the date of sale, which was netted against sales proceeds. KELP will remit to KIMF available sale proceeds, net of closing costs, of approximately $400,000.
The partners of KELP have entered into a purchase and sale agreement with an unaffiliated buyer for North Salado Village Shopping Center. The contracted price for the property is $7,350,000 and the sale is expected to take place during the second quarter of 1996. At December 31, 1995, the property is subject to first and second mortgages of $2,954,660 and $7,513,000, respectably.
Operations
1995 Compared to 1994
Total revenues decreased approximately $192,000 primarily from a decrease in cash flow from the underlying KELP mortgages. The decrease in cash flows was impacted by the sale of NOC Mall in 1994. The decrease in interest income on mortgage notes receivable was partly offset by an increase in interest income earned on cash and cash equivalents.
Total expenses, net of a provision for credit losses in 1994 of $4,500,000, decreased $57,000. The decrease is due to management's efforts to control all operating costs.
1994 Compared to 1993
Total revenues increased as a result of additional income earned from the Partnership's first mortgage interest investment as a first lien holder of Northeast Plaza, as well as cash flows generated by KELP's properties. Upon KELP's sale of NOC Mall, the Partnership recorded interest income of approximately $83,000 for the release of the property as collateral for the additional Participating Notes. Expenses include a provision for losses recorded in 1994 of $4,500,000 on the Participating Notes based on the current estimated value of the collateral.
Distributable Cash from Operations
Distributable Cash from Operations of $765,000, $899,000 and $607,000, as defined by Section 5.01 of the Partnership Agreement, is equivalent to the net income before the provision for credit losses on the Participating Notes for the fiscal years ended December 31, 1995, 1994 and 1993, respectively.
KELP's Results of Operations
The average occupancy percentages for KELP's properties for the fiscal years ended 1995, 1994, 1993, 1992 and 1991 for residential and commercial properties are as follows:
The following table presents an analysis of KELP Cash Flow for purposes of determining required cash flow payments on the participating notes for the years ended December 31, 1995, 1994 and 1993:
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Appendix A to this Report.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None. PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Partnership has no directors or executive officers. Information as to directors and executive officers of The Krupp Corporation, which is a General Partner of both the Partnership and The Krupp Company Limited Partnership-III, the other General Partner of the Partnership, is as follows:
Name and Age The Krupp Corporation
Douglas Krupp (49) Co-Chairman of the Board George Krupp (51) Co-Chairman of the Board Laurence Gerber (39) President Robert A. Barrows (38) Senior Vice President and Corporate Controller
Douglas Krupp is Co-Chairman and Co-Founder of The Berkshire Group. Established in 1969 as the Krupp Companies, this real estate-based firm expanded over the years within its areas of expertise including investment program sponsorship, property and asset management, mortgage banking, healthcare facility ownership and the management of the Company. Today, The Berkshire Group is an integrated real estate, mortgage and healthcare company which is headquartered in Boston with regional offices throughout the country. A staff of approximately 3,400 are responsible for the more than $4 billion under management for institutional and individual clients. Mr. Krupp is a graduate of Bryant College. In 1989 he received an honorary Doctor of Science in Business Administration from this institution and was elected trustee in 1990. Mr. Krupp is Chairman of the Board and a Director of Berkshire Realty Company, Inc. (NYSE-BRI). George Krupp is Douglas Krupp's brother.
George Krupp is the Co-Chairman and Co-Founder of The Berkshire Group. Established in 1969 as the Krupp Companies, this real estate-based firm expanded over the years within its areas of expertise including investment program sponsorship, property and asset management, mortgage banking and healthcare facility ownership. Today, The Berkshire Group is an integrated real estate, mortgage and healthcare company which is headquartered in Boston with regional offices throughout the country. A staff of approximately 3,400 are responsible for more than $4 billion under management for institutional and individual clients. Mr. Krupp attended the University of Pennsylvania and Harvard University. Mr. Krupp also serves as Chairman of the Board and Trustee of Krupp Government Income Trust and as Chairman of the Board and Trustee of Krupp Government Income Trust II.
Laurence Gerber is the President and Chief Executive Officer of The Berkshire Group. Prior to becoming President and Chief Executive Officer in 1991, Mr. Gerber held various positions with The Berkshire Group which included overall responsibility at various times for: strategic planning and product development, real estate acquisitions, corporate finance, mortgage banking, syndication and marketing. Before joining The Berkshire Group in 1984, he was a management consultant with Bain & Company, a national consulting firm headquartered in Boston. Prior to that, he was a senior tax accountant with Arthur Andersen & Co., an international accounting and consulting firm. Mr. Gerber has a B.S. degree in Economics from the University of Pennsylvania, Wharton School and an M.B.A. degree with high distinction from Harvard Business School. He is a Certified Public Accountant. Mr. Gerber also serves Chief Executive Officer of Berkshire Realty Company, Inc. (NYSE-BRI) and President and Trustee of Krupp Government Income Trust and President and Trustee of Krupp Government Income Trust II.
Robert A. Barrows is Senior Vice President and Chief Financial Officer of Berkshire Mortgage Finance and Corporate Controller of The Berkshire Group. Mr. Barrows has held several positions within The Berkshire Group since joining the company in 1983 and is currently responsible for accounting and financial reporting, treasury, tax, payroll and office administrative activities. Prior to joining The Berkshire Group, he was an audit supervisor for Coopers & Lybrand L.L.P. in Boston. He received a B.S. degree from Boston College and is a Certified Public Accountant.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no directors or executive officers.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of December 31, 1995, no person of record owned, or was known by the General Partners to own, beneficially more than 5% of the Partnership's 30,059 outstanding Units. On that date the General Partners and their affiliates owned 10 Units (.03% of the total outstanding) of the Partnership in addition to their General Partner Interests. ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Partnership does not have any directors, executive officers or nominees for election as director. Additionally, as of December 31, 1995 no person of record owned, or was known by the General Partners to own, beneficially more than 5% of the Partnership s outstanding Units.
PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements - see Index to Financial Statements included under Item 8, Appendix A on page of this report.
2. Financial Statement Schedules - All schedules are omitted as they are not applicable, not required or the information is provided in the financial statements or the notes thereto.
(b) Exhibits:
Number and Description Under Regulation S-K
The following reflects all applicable Exhibits required under Item 601 of Regulation S-K:
(4) Instruments defining the rights of security holders including indentures:
(4.1) Amended Limited Partnership Agreement dated as of February 14, 1985 [Exhibit A to Prospectus included in Registrant's Registration Statement on Form S-11 dated
February 15, 1985 (File No. 2-94392)].*
(4.2) Amended Certificate of Limited Partnership filed with the Massachusetts Secretary of State on December 13, 1985. [Exhibit 4.2 to Registrant's Report on Form 10-K for the year ended October 31, 1985 (File No. 2- 94392)].*
(10) Material contracts:
(10.1) The form of Master Loan Agreement (including the form of Participating Note and Collateral Pledge Agreement) between the Partnership and Krupp Equity Limited Partnership ("KELP") [Exhibit C to Prospectus included in Registrant's Registration Statement on Form S-11 dated February 15, 1985 (File No. 2-94392)].*
(10.2) Revised basic form of Mortgage to secure payment of the Loans under the Master Loan Agreement [Exhibit 10.3(a) included in Registrant's Registration Statement on Form S-11 dated February 15, 1985 (File No. 2-94392)].*
(10.3) Revised form of Promissory Note as executed by the partners of KELP and pledged under the Collateral Pledge Agreement to secure payment of Loans under the Master Loan Agreement. [Exhibit 10.4(b) included in Registrant's Registration Statement on Form S-11 dated February 15, 1985 (File No. 2-94392)].*
North Salado Village Shopping Center II
(10.4) Promissory Note of KELP dated September 12, 1985, payable to the Partnership. [Exhibit 1 to Registrant's Report on Form 8-K dated September 12, 1985 (File No. 2-94392)].*
(10.5) Deed of Trust, Security Agreement and Financing Statement, dated September 12, 1985, from KELP to the Partnership. [Exhibit 2 to Registrant's Report on Form 8-K dated September 12, 1985 (File No. 2-94392)].*
North Salado Village Shopping Center I
(10.6) Promissory Note of KELP, dated September 12, 1985, payable to the Partnership and Related Allonge dated September 24, 1985. [Exhibit 3 to Registrant's Report dated September 12, 1985 (File No. 2-94392)].*
(10.7) Deed of Trust, Security Agreement and Financing Statement, dated September 12, 1985, from KELP to the Partnership. [Exhibit 4 to Registrant's Report on Form 8-K dated September 12, 1985 (File No. 2-94392)].*
Northeast Plaza Shopping Center
(10.8) Promissory Note of KELP, dated September 12, 1985, payable to the Partnership. [Exhibit 5 to Registrant's Report on Form 8-K dated September 12, 1985 (File No. 2-94392)].*
(10.9) Collateral Mortgage and Collateral Chattel Mortgage Note from KELP dated September 12, 1985. [Exhibit 6 to Registrant's Report on Form 8-K dated September 12, 1985 (File No. 2-94392)].*
(10.10) Act of Collateral Mortgage and Collateral Chattel Mortgage by KELP in favor of the Partnership dated September 12, 1985. [Exhibit 7 to Registrant's Report on Form 8-K dated September 12, 1985 (File No. 2-94392)].*
(10.11) Act of Pledge and Pawn of Collateral Mortgage and Collateral Chattel Mortgage Note dated September 12, 1985 between KELP and the Partnership. [Exhibit 8 to Registrant's Report on Form 8-K dated September 12, 1985 (File No. 2-94392)].* (10.12) Modification of promissory note dated August 31, 1993 by and between the Partnership and KELP.*
Village Green Apartments
(10.13) Promissory Note of KELP dated December 18, 1985, payable to the Partnership. [Exhibit 1 to Registrant's Report on Form 8-K dated December 19, 1985 (File No. 2-94392)].* (10.14) Mortgage, Security Agreement and Financing Statement dated December 18, 1985 between KELP and the Partnership. [Exhibit 2 to Registrant's Report on Form 8-K dated December 19, 1985 (File No. 2-94392)].*
Bell Plaza Shopping Center
(10.15) Promissory Note of KELP, dated June 2, 1987, payable to the Partnership [Exhibit 1 to Registrant's Report on Form 8-K dated June 2, 1987 (File No. 0-14378)].*
(10.16) Mortgage dated June 2, 1987, from KELP to the Partnership. [Exhibit 2 to Registrant's Report on Form 8-K dated June 2, 1987 (File No. 0-14378)].*
*Incorporated by reference.
(c) Reports on Form 8-K None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on 21st day of March, 1996.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
By: The Krupp Corporation, a General Partner
By: /s/Douglas Krupp Douglas Krupp, Co-Chairman (Principal Executive Officer) and Director of The Krupp Corporation
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 indicated, on the 21st day of March, 1995.
Signatures Titles
/s/Douglas Krupp Co-Chairman (Principal Executive Officer) and Douglas Krupp Director of The Krupp Corporation, a General Partner.
/s/George Krupp Co-Chairman (Principal Executive Officer) and George Krupp Director of The Krupp Corporation, a General Partner.
/s/Laurence Gerber President of The Krupp Corporation, a General Laurence Gerber Partner.
/s/Robert A. Barrows Sr. Vice President and Corporate Controller of
Robert A. Barrows The Krupp Corporation (a General Partner of the Registrant)
APPENDIX A
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
FINANCIAL STATEMENTS ITEM 8 OF FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION For the Year Ended December 31, 1995
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
Report of Independent Accountants
Balance Sheets at December 31, 1995 and 1994
Statements of Operations for the years ended December 31, 1995, 1994 and 1993
Statements of Changes in Partners' Equity for the years ended December 31, 1995, 1994 and 1993
Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993
Notes to Financial Statements -
All schedules are omitted as they are not applicable or not required, or the information is provided in the financial statements or the notes thereto.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of Krupp Institutional Mortgage Fund Limited Partnership:
We have audited the financial statements of Krupp Institutional Mortgage Fund Limited Partnership (the "Partnership") listed in the index on page of this Form 10-K. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements 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 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 that our audits provide a reasonable basis for our opinion.
As discussed in Note E, the Partnership has recorded a loan loss reserve of $16,524,000 and a reserve for uncollectible interest of $9,755,416, based on management's estimate of the value of the properties which serve as collateral for the mortgage notes receivable. As is the case with all real estate, the ultimate value of such properties can only be determined in a negotiation between buyer and seller.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Krupp Institutional Mortgage Fund Limited Partnership as of 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.
Boston, Massachusetts COOPERS & LYBRAND, L.L.P. March 26, 1996
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
BALANCE SHEETS December 31, 1995 and 1994
ASSETS
The accompanying notes are an integral part of the financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS For the Years Ended December 31, 1995, 1994 and 1993
The accompanying notes are an integral part of the financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' EQUITY For the Years Ended December 31, 1995, 1994 and 1993
The accompanying notes are an integral part of the financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS For the Years Ended December 31, 1995, 1994 and 1993
The accompanying notes are an integral part of the financial statements.
KRUPP INSTITUTIONAL MORTGAGE FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
A. Organization
Krupp Institutional Mortgage Fund Limited Partnership (the "Partnership") was formed on November 15, 1984 by filing a Certificate of Limited Partnership in The Commonwealth of Massachusetts. The Partnership was formed for the purpose of making participating mortgage loans ("the Participating Notes") to Krupp Equity Limited Partnership ("KELP"), in the amount of up to 95% of the proceeds of the offering of units of limited partner interest (the "Units") (see Note D). The Partnership terminates on December 31, 2013 unless earlier terminated upon the occurrence of certain events as set forth in the Partnership Agreement.
The Partnership issued all of the General Partner Interests to The Krupp Corporation ("Krupp Corp.") and The Krupp Company Limited Partnership-III ("Krupp Co.-III"), in exchange for capital contributions aggregating $1,000. The General Partners made additional capital contributions of $4,207,560 which equals fourteen percent of the capital contributions of the Investor Limited Partners. The Partnership used these capital contributions to pay costs incurred in connection with its organization and the public offering of Units.
On February 21, 1985 the Partnership, commenced the marketing and sale of the Units for $1,000 per Unit. The public offering was closed on December 5, 1985, at which time 30,059 Units had been sold.
B. Significant Accounting Policies
The Partnership uses the following accounting policies for financial reporting purposes, which may differ in certain respects from those used for federal income tax purposes (see Note I).
Risks and Uncertainties
The Partnership invests its cash primarily in deposits and money market funds with commercial banks. The Partnership has not experienced any losses to date on its invested cash.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash Equivalents
The Partnership includes all short-term investments with maturities of three months or less from the date of acquisition in cash and cash equivalents. Cash equivalents are recorded at cost, which approximates current market value.
Provisions for Credit Losses and Accrued Interest Reserves
In accordance with Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan", and Statement of Financial Accounting Standards No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures", the Partnership has implemented polices and practices for assessing impairment of its mortgage loans and the recognition of income on impaired loans.
Mortgage notes receivable are recorded at the lower of cost or estimated net realizable value. The estimated net realizable value of the mortgage loans is based on current market estimates of the underlying properties held as collateral considering such factors as tenant turnover, current and prospective occupancy levels, the current market competition and assumptions on potential proceeds that might be received upon sale. Given the uncertainty of real estate valuation in the current market, these market estimates could differ from the ultimate value obtained from a sale of such properties (see Note E).
The Partnership recognizes interest income on its impaired loans based on the expected cash flow payments to be received from KELP. Cash flow payments are determined to be all cash flow generated by the properties after operating and administrative expenses and senior mortgage obligations. Unpaid interest and late charges are being accrued and reserved against.
Income Taxes
The Partnership is not liable for federal or state income taxes as Partnership income or loss is allocated to the partners for income tax purposes. In the event that the Partnership's tax returns are examined by the Internal Revenue Service or state taxing authority and such examination results in a change in the Partnership's taxable income or loss, the change will be reported to the partners.
C. Mortgage Notes Receivable
The Partnership made loans to KELP, an affiliate of the Partnership, as provided under the Master Loan Agreement and Collateral Pledge Agreement (the "Agreements"). Under the terms of the Master Loan Agreement, basic interest accrued at a rate of 7.6% per annum and was payable quarterly, in arrears, on the unpaid principal balance of the Participating Notes which were due on December 31, 1992, however, the Partnership had the option to extend the maturity date to December 29, 1995.
KELP's properties began experiencing cash flow deficiencies and, beginning with the payment due April 1, 1991, KELP has not been able to fully pay the required quarterly interest payments.
The terms of the Master Loan Agreement required KELP to pay the Partnership adjusted basic interest at a rate of 10% per annum, which accrued and was payable quarterly, in arrears, on the unpaid principal balance of the Participating Notes. The Participating Notes have matured.
Mortgage Notes Receivable consist of the following as of December 31, 1995 and 1994:
Northeast Plaza Shopping Center ("Northeast Plaza")
Northeast Plaza is an 89,115 square foot shopping plaza located in Baton Rouge, Louisiana. On September 12, 1985, the Partnership loaned KELP $6,000,000 collateralized by a second mortgage on the Northeast Plaza and the Collateral Pledge Agreement.
The non-recourse first mortgage of $994,873, collateralized by Northeast Plaza, matured in 1993. KELP had been unable to resolve refinancing issues with the original lender, and was also unable to find other financing sources even though its debt service payments were current. Therefore, in 1994, the General Partners used a portion of working capital reserves to purchase the first mortgage note in order to preserve the Partnership's
equity in the underlying property. By its action, the Partnership became the first lien holder of the property. In addition, the Partnership earns 10% from its first mortgage interest investment versus 4% to 6% earned on the working capital reserve balance.
The maturity date of the note was extended to December 29, 1995 as evidenced by the modification of the promissory note dated August 31, 1993. The note requires monthly payments of $10,135 consisting of principal and interest at the rate of 10% per annum based on a 25 year amortization schedule. The non- recourse first mortgage note had a balance of $936,993 and $963,453 at December 31, 1995 and 1994, respectively.
North Salado Village Shopping Center I ("North Salado I")
North Salado I is an 84,108 square foot shopping center located in San Antonio, Texas. In 1985, the Partnership loaned KELP $1,453,000 and in 1990 the Partnership loaned to KELP an additional $60,000. These loans are collateralized by a second mortgage evidenced by a deed of trust and security agreement on North Salado I and the Collateral Pledge Agreement.
North Salado Village Shopping Center II ("North Salado II") North Salado II is a 74,470 square foot shopping center adjacent to North Salado I located in San Antonio, Texas. On September 12, 1985, the Partnership loaned KELP $6,000,000 collateralized by a first mortgage evidenced by a deed of trust and security agreement on North Salado II and the Collateral Pledge Agreement.
Village Green Apartments ("Village Green")
Village Green is a 200-unit garden apartments complex located in Baldwinsville, New York. On December 19, 1985 and July 9, 1986, the Partnership loaned KELP $1,800,000 and $102,750, respectively, collateralized by a second mortgage and security agreement on Village Green and the Collateral Pledge Agreement.
Bell Plaza Shopping Center ("Bell")
Bell is a 43,400 square foot shopping center located in Oak Lawn, Illinois, a suburb of Chicago. On June 2, 1987, the Partnership loaned KELP $5,300,000 collateralized by a first mortgage evidenced by a deed of trust on Bell and the Collateral Pledge Agreement.
The average outstanding balance of the mortgage notes receivable was $28,333,173, $28,358,379 and $28,374,089 at December 31, 1995, 1994 and 1993, respectively.
The carrying value of the above mentioned mortgage notes receivable approximates fair value.
Subsequent to year end KELP sold Village Green Apartments to an unaffiliated third party for $5,200,000. Additionally, KELP has entered into a purchase and sale agreement with an unaffiliated buyer
for the purchase of North Salado Village Shopping Center at a contracted sale price of $7,350,000 (see Note D).
D. Krupp Equity Limited Partnership
KELP was formed on January 3, 1985 by filing a Certificate of Limited Partnership in The Commonwealth of Massachusetts. KELP terminates on December 31, 2005, unless earlier terminated upon the occurrence of certain events as set forth in its partnership agreement. KELP issued all of the General Partner Interests to two General Partners, Krupp Corp. and Krupp Co.-III, and issued all of the Limited Partner Interests to Krupp Co.-III. KELP received capital contributions from the two General Partners, Krupp Corp. and Krupp Co-III, totalling $480,000 which consisted of $204,000 in cash and $276,000 in promissory notes. KELP also received $6,984,086 of Limited Partner capital contributions from Krupp Co.-III consisting of cash, the assumption of a notepayable to an affiliate in the amount of $1,550,013, and promissory notes in the amount of $2,514,388. These promissory notes, totalling $2,790,388, are pledged as additional collateral for the Participating Notes under the Master Loan Agreement and the Collateral Pledge Agreement.
The purpose of KELP is to acquire, manage, operate and sell real estate and personal property; and to borrow funds from the Partnership and other sources to finance the acquisition, management and operation of real estate and personal property related thereto. Condensed financial statements of KELP are as follows:
(1) On October 31, 1995, the Partnership refinanced the first
mortgage note payable of North Salado Shopping Center for $2,972,130. The terms of the new mortgage require monthly principal and interest payments of $31,612 at a rate of 9.25% per annum. The new mortgage note matures on November 15, 2009. The new mortgage may be prepaid without penalty until November 15, 1996 if the property is sold to an unaffiliated third party. However, if the property is not sold, the mortgage note will be subject to a prepayment penalty at the greater of 1) one percent of the outstanding principal balance at the time of prepayment, or 2) the sum of the present value of the amount of principal and interest payments due on the note from the date of prepayment to the maturity date based on U.S. Treasury Note or Bond yields as reported in the Wall Street Journal and, the present value of the amount of principal and interest of the note due on the maturity date, less the outstanding principal balance of the note at the day of prepayment. The Partnership incurred closing costs related to the refinancing of $97,281.
(2) On March 5, 1996, KELP sold Village Green Apartments to an unaffiliated third party for $5,200,000. The sales agreement required the buyer to assume the first mortgage note payable on the property of $4,633,989. KELP will remit available sale proceeds to KIMF.
The partners of KELP have entered into a purchase and sale agreement with an unaffiliated buyer for the purchase of North Salado Village Shopping Center. The contracted price of the property is $7,350,000. The sale is expected to be consummated during the second quarter of 1996.
(3) During the fourth quarter of 1995, the General Partners of KELP determined that the carrying value of its retail properties exceeded its net realizable value which resulted in an additional valuation adjustment of $586,000 which was charged against earnings. To date the General Partners have recorded a cumulative property valuation provision of $5,986,000.
It is expected that KELP will continue to be unable to pay its stated debt service obligation to KIMF. The general partners of KELP have attempted to mitigate the cash flow issues in the following ways: 1) the general partners or the limited partner of KELP have funded certain prior deficits through capital Contributions; 2) the general partners of KELP have arranged for borrowings to cover certain prior deficits; 3) KELP has remitted to the Partnership all available cash flow from the properties; and 4) the management agent for the properties (an affiliate of the general partners of KELP) has continued to serve even though it is not receiving payment of property management fees. KELP will continue to monitor expenses and implement rent increases as market conditions permit in order to increase cash flow from the properties.
E. Provision for Credit Losses and Accrued Interest Reserves
The General Partners of the Partnership have recorded a cumulative provision for credit losses of $16,524,000 on its mortgage notes receivable. Additionally, the Partnership has recorded cumulative provisions for uncollectible interest of $9,755,416 and $7,584,144 as of December 31, 1995 and 1994, respectively. These cumulative provisions are booked against the carrying value of the assets in order to reflect management's current estimates of the underlying property values which, given the inherent uncertainty of real estate valuation in the current market, could differ from the ultimate value obtained upon sale of such properties.
F. Cash and Cash Equivalents
Cash and cash equivalents at December 31, 1995 and 1994 consisted of the following:
Commercial paper and certificates of deposit at December 31, 1995 represents corporate issues complying with Section 3.04 of the Partnership Agreement maturing in the first quarter of 1996 with yields of 5.79% to 5.88% per annum.
G. Partners' Equity
Net profits or net losses from Partnership operations, excluding Additional Interest on the Participating Notes, shall be determined as of the end of each fiscal year, and are allocated ninety-nine percent (99%) to the class of Limited Partners and one percent (1%) to the class of General Partners.
Net profits, net losses and Distributable Cash from Operations, as defined by Section 5.01 of the Partnerships Agreement, allocated to the Limited Partners have been apportioned among the Limited Partners in the ratio to which the number of Units owned by each of them bears to the total number of Units owned by all of them. The interest of the class of General Partners in net profits, net losses and distributions of Distributable Cash from Operations and Surplus Funds, as defined, has been allocated proportionately among the General Partners according to their respective invested capital.
Distributable Cash from Operations shall be distributed ninety-nine percent (99%) to the class of Limited Partners and one percent (1%) to the class of General Partners. Surplus Funds received by the Partnership, as defined in the Partnership Agreement, are to be allocated differently than that described above.
As of December 31, 1995, the following cumulative Partner contributions and allocations were made since inception of the Partnership:
H. Related Party Transactions
The Partnership reimburses affiliates of the General Partners for certain expenses incurred in connection with the activities of the Partnership, including; communications, bookkeeping and clerical work necessary in maintaining relations with Limited Partners, and accounting, tax and computer services necessary for the maintenance of the books and records of the Partnership.
I. Federal Income Taxes
The reconciliations of the net income(loss) reported in the accompanying Statement of Operations with the net income(loss) reported in the Partnership's federal income tax return for the years ended December 31, 1995, 1994 and 1993 are as follows:
The allocation of net income for federal income tax purposes for 1995 is as follows:
At December 31, 1995, the carrying values of the Partnership's assets and liabilities for federal income tax purposes were $37,150,659 and $12,952, respectively.


Item 3. LEGAL PROCEEDINGS - ------ -----------------
The information required by Item 3 is incorporated herein by reference to Note 13 - Contingencies of ----------------------- "Notes to Consolidated Financial Statements" included in the Registrant's Annual Report to Stockholders for the year ended December 31, 1995.
Item 4.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------ --------------------------------------------------- No matters were submitted to a vote of stockholders during the fourth quarter of 1995.
Executive Officers of the Registrant - ------------------------------------
The following is a listing of the executive officers of the Company, none of whom has a family relationship with directors or other executive officers:
John W. McConnell, age 54, President and Chief Executive Officer since 1991; President and Chief Operating Officer from 1990 to 1991; Senior Vice President and Chief Financial Officer from 1986 to 1990.
Marcel J. Dumeny, age 45, Senior Vice President and General Counsel since 1989; Senior Vice President/Law and Development from 1987 to 1989.
Clay G. Gring, Sr., age 64, Senior Vice President/Chief Operating Officer since January 23, 1996; Senior Vice President/Leisure Products Group from 1991 to January 23, 1996. Self-employed from 1984 to 1991 specializing in the development and management of real estate properties, including resort communities and hospitality related properties.
Robert W. Howeth, age 48, Senior Vice President, Chief Financial Officer and Treasurer since 1993; Senior Vice President and Treasurer from 1992 to 1993; Senior Vice President/Planning and Administration from 1990 to 1992; Vice President and Treasurer from 1988 to 1990.
Joe T. Gunter, age 54, Senior Vice President since 1989; Senior Vice President and Special Counsel from 1984 to 1989.
Morris E. Meacham, age 57, Vice President of Special Projects since 1994; Executive Vice President from 1990 to 1994; Senior Vice President and Chief Operating Officer/Leisure Products Group from 1986 to 1990.
William G. Sell, age 42, Vice President and Controller (Chief Accounting Officer) since 1988.
PART II -------
Item 5.

Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED - ------ ------------------------------------------------ STOCKHOLDER MATTERS -------------------
Information required by Item 5 is incorporated herein by reference to Common Stock Prices included in ------------------- the Registrant's Annual Report to Stockholders for the year ended December 31, 1995.
Item 6.

Item 6. SELECTED FINANCIAL DATA - ------ ----------------------- Information required by Item 6 is incorporated herein by reference to Financial Highlights included in -------------------- the Registrant's Annual Report to Stockholders for the year ended December 31, 1995.
Item 7.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL - ------ ------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS -----------------------------------
Information required by Item 7 is incorporated herein by reference to Management's Discussion and --------------------------- Analysis of Financial Condition and Results of ---------------------------------------------- Operations included in the Registrant's Annual Report ---------- to Stockholders for the year ended December 31, 1995.
Item 8.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ------ ------------------------------------------- Financial statements and supplementary data required by Item 8 are set forth below in Item 14(a), Index to Financial Statements. -----------------------------
Item 9.

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ------- -------------------------------------------------- (a) Identification of Directors ---------------------------
This item is incorporated herein by reference to Registrant's Proxy Statement for its 1996 Annual Meeting of Stockholders.
(b) Identification of Executive Officers ------------------------------------
In accordance with Regulation S-K Item 401(b), Instruction 3, the information required by Item 10(b) concerning the Company's executive officers is furnished in a separate item captioned Executive --------- Officers of the Registrant in Part I above. -------------------------- (c) Compliance with Section 16(a) of the Exchange Act -------------------------------------------------
This item is incorporated by reference to Registrant's Proxy Statement for its 1996 Annual Meeting of Stockholders.
Item 11.

Item 11. EXECUTIVE COMPENSATION - ------- ---------------------- This item is incorporated by reference to Registrant's Proxy Statement for its 1996 Annual Meeting of Stockholders.
Item 12.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND - ------- --------------------------------------------------- MANAGEMENT ---------- This item is incorporated by reference to Registrant's Proxy Statement for its 1996 Annual Meeting of Stockholders.
Item 13.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - ------- ----------------------------------------------
This item is incorporated by reference to Registrant's Proxy Statement for its 1996 Annual Meeting of Stockholders.
PART IV -------
Item 14.

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON - ------- ------------------------------------------------------- FORM 8-K -------- (a)(1) Index to Financial Statements: -----------------------------
The following consolidated financial statements and Report of Ernst & Young LLP, Independent Auditors, included in the Registrant's Annual Report to Stockholders for the year ended December 31, 1995 are incorporated herein by reference:
Consolidated Balance Sheets - December 31, 1995 and 1994
Consolidated Statements of Earnings - Years Ended December 31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity - Years Ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows - Years Ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements - December 31, 1995
(2) The following financial statement schedule should be read in conjunction with the consolidated financial statements included in the Registrant's Annual Report to Stockholders for the year ended December 31, 1995:
Schedule II - Valuation and Qualifying Accounts
Financial statement schedules not included herein have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
(3) Exhibits required by this item are listed on the Exhibit Index attached to this report and hereby incorporated by reference.
(b) Reports on Form 8-K Filed in the Fourth Quarter -----------------------------------------------
None
(c) Exhibits -------- The Exhibit Index attached to this report is hereby incorporated by reference.
(d) Financial Statement Schedules -----------------------------
Following is the schedule as referenced in the Index to Financial Statements included in Item 14(a) ----------------------------- above.
(a) Uncollectible loans receivable written-off, net of recoveries. (b) Represents the refinement of prior year estimates of certain deferred tax assets. (c) Utilization of pre-confirmation income tax attributes credited to paid-in capital. (d) Includes $334 which is included in "Savings and loan operations" in the 1993 Consolidated Statement of Earnings. (e) Includes $2,248 transferred to net liabilities of assets held for sale and $4,959 of uncollectible loans receivable written-off, net of recoveries. (f) Includes $3,016 utilization of pre- confirmation income tax attributes credited to paid-in capital. Other deductions represent the refinement of prior year estimates of certain deferred tax assets, including net operating loss carryforwards and tax credits subject to the limitations of Internal Revenue Code Section 382.
SIGNATURE PAGE
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 duly authorized.
FAIRFIELD COMMUNITIES, INC.
Date: March 11, 1996 By /s/ J.W. McConnell ---------------------------------- J.W. McConnell, President and Chief Executive Officer
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 in the capacities on the dates indicated:
Date: March 11, 1996 By /s/ Russell A. Belinsky* ------------------------------------ Russell A. Belinsky, Director
Date: March 11, 1996 By /s/ Ernest D. Bennett, III* ------------------------------------ Ernest D. Bennett, III, Director
Date: March 11, 1996 By /s/ Daryl J. Butcher* ------------------------------------ Daryl J. Butcher, Director
Date: March 11, 1996 By /s/ Philip L. Herrington* ------------------------------------ Philip L. Herrington, Director
Date: March 11, 1996 By /s/ Ronald Langley* ------------------------------------ Ronald Langley, Director
Date: March 11, 1996 By /s/ William C. Scott* ------------------------------------ William C. Scott, Director
Date: March 11, 1996 By /s/ J. W. McConnell ----------------------------------- J. W. McConnell, Director, President and Chief Executive Officer
Date: March 11, 1996 By /s/ Robert W. Howeth ------------------------------------ Robert W. Howeth, Senior Vice President, Chief Financial Officer and Treasurer
Date: March 11, 1996 By /s/ William G. Sell ------------------------------------- William G. Sell, Vice President/Controller (Chief Accounting Officer)
Date: March 11, 1996 *By /s/ J. W. McConnell ------------------------------------- J. W. McConnell, Attorney-in-Fact
FAIRFIELD COMMUNITIES, INC. EXHIBIT INDEX ------------- Exhibit Number - -------
3(a) Second Amended and Restated Certificate of Incorporation of the Registrant, effective September 1, 1992 (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
3(b) Second Amended and Restated Bylaws of the Registrant, dated November 18, 1994 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
4.1 Supplemented and Restated Indenture between the Registrant, Fairfield River Ridge, Inc., Fairfield St. Croix, Inc. and IBJ Schroder Bank & Trust Company, as Trustee, and Houlihan Lokey Howard & Zukin, as Ombudsman, dated September 1, 1992, related to the Senior Subordinated Secured Notes (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
4.2 First Supplemental Indenture to the Supplemented and Restated Indenture referenced in 4.1 above, dated September 1, 1992 (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
4.3 Second Supplemental Indenture to the Supplemented and Restated Indenture referenced in 4.1 above, dated September 1, 1992 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference)
4.4 Third Supplemental Indenture to the Supplemented and Restated Indenture referenced in 4.1 above, dated March 18, 1993 (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993 and incorporated herein by reference)
4.5 Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock, dated September 1, 1992 (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
10.1 Amended and Restated Revolving Credit and Term Loan Agreement, dated September 28, 1993, by and between the Registrant, Fairfield Myrtle Beach, Inc., Suntree Development Company, Fairfield Acceptance Corporation ("FAC") and The First National Bank of Boston ("FNBB") (previously filed with the Registrant's Current Report on Form 8-K dated October 1, 1993 and incorporated herein by reference)
10.2 First Amendment to Amended and Restated Revolving Credit Agreement, referenced in 10.1 above, dated May 13, 1994 (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 and incorporated herein by reference)
10.3 Second Amendment to Amended and Restated Revolving Credit Agreement, referenced in 10.1 above, dated December 9, 1994 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
Exhibit Number - ------
10.4 Third Amendment to Amended and Restated Revolving Credit Agreement, referenced in 10.1 above, dated December 19, 1994 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
10.5 Fourth Amendment to Amended and Restated Revolving Credit Agreement referenced in 10.1 above, dated November 20, 1995 (attached)
10.6 Fifth Amendment to Amended and Restated Revolving Credit Agreement referenced in 10.1 above, dated January 25, 1996 (attached)
10.7 Stock Purchase Agreement, dated April 5, 1994, between the Registrant and Security Capital Bancorp (previously filed with the Registrant's Current Report on Form 8-K dated April 14, 1994 and incorporated herein by reference)
10.8 Limited Partnership Agreement, dated March 3, 1981, between Harbour Ridge, Inc., Fairfield River Ridge, Inc. and Harbour Ridge Investments, Inc. forming the limited partnership of Harbour Ridge, Ltd. (previously filed with the Registrant's Registration Statement on Form S-7 No. 2-75301 effective February 11, 1982 and incorporated herein by reference)
10.9 Sugar Island Associates, Ltd. Amended Limited Partnership Agreement, dated October 17, 1984 (previously filed with the Registrant's current Report on Form 8-K dated October 25, 1984 and incorporated herein by reference)
10.10 Rights Agreement, dated September 1, 1992, between Registrant and Society National Bank, as Rights Agent (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
10.11 Amendment to Rights Agreement, referenced in 10.10 above, dated September 20, 1994 (previously filed with the Registrant's Form 8-A/A dated November 1, 1994 and incorporated herein by reference)
10.12 Fourth Amended and Restated Title Clearing Agreement between the Registrant, FAC, Lawyers Title Insurance Corporation, FNBB individually and in various capacities as agent and trustee, First Bank National Association, First Commercial Trust Company, N.A., First American Trust Company, N.A. and First Federal, dated September 1, 1992 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference)
10.13 Promissory Note and Security Agreement, each dated June 30, 1994, between the Registrant and VM Investors Partnership (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 and incorporated herein by reference)
10.14 Second Amended and Restated Title Clearing Agreement between the Registrant, FAC, Colorado Land Title Company, FNBB, First Bank National Association, First Commercial Trust Company, N.A. and First Federal, dated September 1, 1992 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference)
Exhibit Number - -------
10.15 Westwinds Third Amended and Restated Title Clearing Agreement between the Registrant, FAC, Fairfield Myrtle Beach, Inc., Lawyers Title Insurance Corporation, FNBB, and Resort Funding, Inc., dated November 15, 1992 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference)
10.16 Third Amended and Restated Revolving Credit Agreement between FAC and FNBB, dated September 28, 1993 (previously filed with Registrant's Current Report on Form 8-K dated October 1, 1993 and incorporated herein by reference)
10.17 First Amendment to Third Amended and Restated Revolving Credit Agreement, referenced in 10.16 above, dated December 9, 1994 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
10.18 Second Amendment to Third Amended and Restated Revolving Credit Agreement, referenced in 10.16 above, dated December 19, 1994 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
10.19 Pledge and Servicing Agreement between Fairfield Funding Corporation ("FFC"), FAC, First Commercial Trust Company, N.A. and Texas Commerce Trust Company, N.A., dated September 28, 1993 (previously filed with Registrant's Current Report on Form 8-K filed October 1, 1993 and incorporated herein by reference)
10.20 Receivable Purchase Agreement, dated September 28, 1993, between the Registrant, FAC, and FFC (previously filed with the Registrant's Current Report on Form 8-K filed October 1, 1993 and incorporated herein by reference)
10.21 Third Amended and Restated Operating Agreement, dated December 9, 1994, between the Registrant and FAC (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
10.22 Appointment and Acceptance Agreement, dated March 3, 1994, between the Registrant and FNBB appointing FNBB as successor Rights Agent (previously filed with the Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1993 and incorporated herein by reference)
10.23 Credit Agreement, dated March 28, 1995, among the Registrant, Fairfield Capital Corporation ("FCC"), FAC, Triple-A One Funding Corporation and Capital Markets Assurance Corporation as Administrative Agent and Collateral Agent (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 and incorporated herein by reference)
10.24 Receivables Purchase Agreement dated March 28, 1995 among the Registrant, FAC, and FCC (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 and incorporated herein by reference)
Exhibit Number - ------
COMPENSATORY PLANS OR ARRANGEMENTS
10.25 Form of Warrant Agreement between the Registrant and directors of the Registrant (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference)
10.26 Registrant's Savings/Profit Sharing Plan, as amended, effective January 1, 1995 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
10.27 Amendment Number Two to Registrant's Savings/Profit Sharing Plan referenced in 10.26 above, effective January 1, 1996 (attached)
10.28 Employment Agreement, dated September 20, 1991, by and between the Registrant and Mr. John W. McConnell (previously filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference)
10.29 Employment Contract, effective January 1, 1994, by and between the Registrant and Mr. Morris E. Meacham (previously filed with Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1993 and incorporated herein by reference)
10.30 Employment Agreement, dated September 20, 1991, by and between the Registrant and Mr. Marcel J. Dumeny (previously filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference)
10.31 Form of Amendment No. One to Employment Agreements between Registrant and certain officers (previously filed with Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
10.32 Form of Warrant Agreement between Registrant and certain officers and executives of the Registrant (previously filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference)
10.33 Registrant's First Amended and Restated 1992 Warrant Plan (previously filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference)
10.34 Form of Indemnification Agreement between the Registrant and certain officers and directors of the Registrant (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
10.35 Form of Severance Agreement between the Registrant and certain officers of the Registrant (previously filed with Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1993 and incorporated herein by reference)
10.36 Registrant's Excess Benefit Plan, adopted February 1, 1994 (previously filed with the Registrants Annual Report on Form 10-K/A for the year ended December 31, 1993 and incorporated herein by reference)
10.37 First Amendment to Excess Benefit Plan, adopted May 11, 1995 (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference)
Exhibit Number - ------
10.38 Registrant's Key Employee Retirement Plan, adopted January 1, 1994 (previously filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference)
10.39 First Amendment to Key Employee Retirement Plan, adopted May 11, 1995 (previously filed with Registrant's Quarterly Report on Form 10- Q for the quarter ended June 30, 1995 and incorporated herein by reference)
11 Computation of earnings per share (attached)
13 Portions of Registrant's Annual Report to Stockholders for the year ended December 31, 1995 which are incorporated herein by reference: Fairfield Property Portfolio; Common Stock Prices; Financial Highlights; Management's Discussion and Analysis of Financial Condition and Results of Operations; Report of Ernst & Young LLP, Independent Auditors; Consolidated Balance Sheets; Consolidated Statements of Earnings; Consolidated Statements of Stockholders' Equity; Consolidated Statements of Cash Flows and Notes to Consolidated Financial Statements (attached)
21 Subsidiaries of the Registrant (attached)
23 Consent of Ernst & Young LLP, Independent Auditors (attached)
24 Powers of Attorney (attached)
27 Financial Data Schedule (attached)
99 Ombudsman Report for the period ending December 31, 1995 related to the Registrant's Senior Subordinated Secured Notes. Fairfield Communities, Inc. (the "Company") has issued its 10% Senior Subordinated Secured Notes (the "FCI Notes") pursuant to the Supplemented and Restated Indenture, dated as of September 1, 1992, as amended (the "Restated Indenture"), among the Company, as issuer, Fairfield St. Croix, Inc. and Fairfield River Ridge, Inc., as guarantors, IBJ Schroder Bank & Trust Company, as trustee (the "Trustee"), and Houlihan Lokey Howard & Zukin, as ombudsman (the "Ombudsman"). The Ombudsman, which was designated by the committee representing the holders of the notes for which the FCI Notes were exchanged in the Company's reorganization proceedings, as part of its duties under the Restated Indenture, is to report periodically concerning the collateral securing the FCI Notes and other matters (the "Ombudsman's Reports"). The Ombudsman's Reports are not prepared at the direction of, or in concert with, the Company and are delivered by the Ombudsman to the Trustee for distribution to each holder of record of the FCI Notes. However, because the Ombudsman's Reports are being distributed to the record holders of the FCI Notes and the contents of the Ombudsman's Reports may be of interest to other persons, including potential purchasers of the FCI Notes, the Company is filing herewith, as Exhibit 99, a copy of the Ombudsman's Report dated February 8, 1996, for the period ending December 31, 1995. The Company is not obligated to file such reports and may discontinue filing such reports in the future without notice to any person. (attached)