SecProbe.io

Filing text and metadata
Intelligence Terminal Search Probe Scores Topics IPO Watchlist Monthly Activity About API

SEC Company Response from THACKERAY CORP (CIK 0000354639) — Apr 28, 2005

THACKERAY CORP (CIK 0000354639)
Date: April 28, 2005 · CIK: 0000354639 · Accession: 0000909518-05-000284

AI Filing Summary & Sentiment

Date
April 28, 2005
Author
Branch Chief
Form
CORRESP
Company
THACKERAY CORP (CIK 0000354639)

Letter

April 28, 2005 Mr. Daniel Gordon Branch Chief US Securities and Exchange Commission 450 Fifth Street NW Washington, DC 20549

Re: Thackeray Corporation Form 10-K for the fiscal year ended December 31, 2004 Filed March 24, 2005 Form 8-K filed March 28, 2005 File No. 1-08254

Dear Mr. Gordon:

Reference is made to your letter to Thackeray Corporation dated April 19, 2005 and to previous related correspondence.

Please be advised that the Thackeray Corporation ("THK") entity which was a General Partner in BT Orlando ("BTO") was not THK itself, but rather Brennand-Paige Industries, Inc. ("BPI"), a 100% owned subsidiary of THK. Please also be advised that other than its interest in BTO, BPI's balance sheet for more than ten years has been completely devoid of any assets and that BPI, although a 35% General Partner in BTO, never had any obligation to provide funding to the BTO Partnership as neither did THK. The relief from general liability is atypical of the responsibilities generally associated with the concept of a General Partner. To repeat; BPI's sole asset was its 35% interest in BTO; it had no other assets and the appropriate partnership agreement was filed with the SEC in 1996.

We also believe that if the requirement of Paragraph 15(a) of SOP 78-9 were complied with, BPI's investment in BTO would have been written down to a substantial negative number. The results, we believe, would have been grossly misleading. It is important to note that, at all times, THK's financial statements fully disclosed by footnote (2) to its Financial Statements, the BTO results with a BTO summary operating statement and THK's allocated annual share of the Partnership period's loss was noted. There was no BTO operating income realized, recognized or projected during the entire life (through December 10, 2004) of BPI's investment in BTO.

<PAGE> Mr. Daniel Gordon US Securities and Exchange Commission April 28, 2005 Page -2-

For more than 18 months prior to its sale of its BTO partnership interest, BPI sought out prospective purchasers of such interest and for the better part of 2004 negotiated a sales agreement which ultimately closed on December 10, 2004. In its 2004 financial statements, as in all appropriate prior statements, THK reflected the BTO situation on a consistent basis. It is our opinion that financial statements prepared in accordance with a strict interpretation of SOP-78-9 would have produced misleading results and that the methodology employed by THK fairly presents the situation.

Please note: Had BPI (as per SOP-78-9) continued to absorb its "share" of BTO losses after its investment in BTO had been reduced to zero in First Quarter 2002, that investment account at December 10, 2004 would have been negative approximately $9,650,000, and the gain on the sale of the partnership interest, instead of the reported $250,000, would have been approximately $9,900,000. We are convinced that such treatment would have been quite misleading.

Yours truly,

/s/ Jules Ross

JR:mp Jules Ross Vice President, Finance

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                 April 28, 2005

Mr. Daniel Gordon
Branch Chief
US Securities and Exchange Commission
450 Fifth Street NW
Washington, DC  20549

           Re:  Thackeray Corporation
                Form 10-K for the fiscal year ended December 31, 2004 Filed
                March 24, 2005
                Form 8-K filed March 28, 2005 File No. 1-08254

Dear Mr. Gordon:

Reference is made to your letter to Thackeray Corporation dated April 19, 2005
and to previous related correspondence.

Please be advised that the Thackeray Corporation ("THK") entity which was a
General Partner in BT Orlando ("BTO") was not THK itself, but rather
Brennand-Paige Industries, Inc. ("BPI"), a 100% owned subsidiary of THK. Please
also be advised that other than its interest in BTO, BPI's balance sheet for
more than ten years has been completely devoid of any assets and that BPI,
although a 35% General Partner in BTO, never had any obligation to provide
funding to the BTO Partnership as neither did THK. The relief from general
liability is atypical of the responsibilities generally associated with the
concept of a General Partner. To repeat; BPI's sole asset was its 35% interest
in BTO; it had no other assets and the appropriate partnership agreement was
filed with the SEC in 1996.

We also believe that if the requirement of Paragraph 15(a) of SOP 78-9 were
complied with, BPI's investment in BTO would have been written down to a
substantial negative number. The results, we believe, would have been grossly
misleading. It is important to note that, at all times, THK's financial
statements fully disclosed by footnote (2) to its Financial Statements, the BTO
results with a BTO summary operating statement and THK's allocated annual share
of the Partnership period's loss was noted. There was no BTO operating income
realized, recognized or projected during the entire life (through December 10,
2004) of BPI's investment in BTO.

<PAGE>
Mr. Daniel Gordon
US Securities and Exchange Commission
April 28, 2005
Page -2-

For more than 18 months prior to its sale of its BTO partnership interest, BPI
sought out prospective purchasers of such interest and for the better part of
2004 negotiated a sales agreement which ultimately closed on December 10, 2004.
In its 2004 financial statements, as in all appropriate prior statements, THK
reflected the BTO situation on a consistent basis. It is our opinion that
financial statements prepared in accordance with a strict interpretation of
SOP-78-9 would have produced misleading results and that the methodology
employed by THK fairly presents the situation.

Please note: Had BPI (as per SOP-78-9) continued to absorb its "share" of BTO
losses after its investment in BTO had been reduced to zero in First Quarter
2002, that investment account at December 10, 2004 would have been negative
approximately $9,650,000, and the gain on the sale of the partnership interest,
instead of the reported $250,000, would have been approximately $9,900,000. We
are convinced that such treatment would have been quite misleading.

                                                    Yours truly,

                                                    /s/ Jules Ross

JR:mp                                               Jules Ross
                                                    Vice President, Finance

</TEXT>
</DOCUMENT>