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
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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.
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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
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