10-K 1 d11850e10vk.txt FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 ------------------------------------------------------- Commission file number 0-17737 ---------------------------------------------------------- Fiduciary Capital Partners Liquidating Trust ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 86-0653600 ----------------------- ------------------- (State of organization) (I.R.S. Employer Identification No.) 1530 16th Street, Suite 200 Denver, Colorado 80202 --------------------------- ---------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (303) 446-5937 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Fiduciary Capital Partners Liquidating Trust is the transferee of the remaining assets and liabilities of Fiduciary Capital Partners, L.P. and files certain reports under Fiduciary Capital Partners, L.P.'s Commission file number as provided in its Liquidating Trust Agreement, dated December 31, 2001. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Not applicable. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not applicable. State the aggregate market value of the voting stock held by non-affiliates of the registrant: Not applicable. Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Not applicable. DOCUMENTS INCORPORATED BY REFERENCE None FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Index

Page ---- ~~Schedule~~Balance ofSheets ~~Investments~~ - December 31, ~~2002~~2003 1(Date ~~Balance~~of ~~Sheets~~Termination) -and ~~December 31,~~ 2002 ~~and~~1 ~~2001 2~~ Statements of Operations for the ~~Year~~Years Ended December 31, ~~2002~~2003 ~~and the One Day Period Ended December 31, 2001~~ (Date of ~~Formation~~Termination) 3and 2002 2 Statements of Beneficiaries' Accounts for the ~~One~~Years ~~Day Period~~ Ended December 31, ~~2001~~2002 and 2003 (Date of ~~Formation~~Termination) ~~and~~3 ~~the Year Ended December 31, 2002 4~~ Statements of Cash Flows for the ~~Year~~Years Ended December 31, ~~2002~~2003 ~~and the One Day Period Ended December 31, 2001~~ (Date of ~~Formation~~Termination) 5and 2002 4 Notes to Financial Statements 65 Signature 9

ITEMS NOT INCLUDED: All other items pursuant to Form 10-K have been omitted as provided in Section 9 of the Liquidating Trust Agreement and as the required information is inapplicable to the Liquidating Trust or the information is presented in the financial statements or related notes. FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Balance Sheets December 31, 2003 (Date of Termination) and 2002 (unaudited)

~~Principal~~2003 ~~Amount/Shares~~2002 ~~Investment Cost~~ -------- -------- ASSETS Investments, at cost $ -- $ 2 Cash and cash equivalents -- 77,449 Other receivables -- 65,226 -------- -------- Total assets $61 -- $142,~~821~~677 ~~Niigata~~======== ~~Engineering~~======== ~~Co.,~~LIABILITIES ~~Ltd.,~~AND ~~Receivable~~BENEFICIARIES' ACCOUNTS Liabilities: Accounts payable and accrued liabilities $ 1-- ~~989~~$ 78,~~414~~581 ~~sh.~~-------- ~~Environmental~~-------- ~~Energy~~Total ~~Services~~liabilities -- 78,581 ~~Inc.~~Beneficiaries' accounts (882,348 ~~Common~~units) ~~Stock~~-- 164,096 -------- -------- Total ~~Investments~~liabilities and beneficiaries' accounts $ 2-- $142,677 ======== ========

See accompanying notes. 1 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Statements of Operations For the Years Ended December 31, 2003 (Date of Termination) and 2002 (unaudited)

2003 2002 ~~2001~~ -------- -------- ~~ASSETS~~INVESTMENT ~~Investments,~~INCOME atIncome: ~~cost~~Interest $ 2502 $ 41,262 ~~Cash~~Reversal ~~and~~of ~~cash~~prior ~~equivalents~~year ~~77,449~~accrual ~~138,989~~for ~~Other~~estimated ~~receivables~~expenses 6548,~~226~~777 ~~65,694 Other assets~~ -- ~~20,327~~ -------- -------- ~~Total~~Net ~~assets~~investment ~~$142~~income 49,~~677~~279 ~~$225~~1,~~014~~262 ~~========~~REALIZED ~~========~~GAIN ~~LIABILITIES~~(LOSS) ~~AND~~ON ~~BENEFICIARIES'~~INVESTMENTS ~~ACCOUNTS Liabilities: Accounts payable and accrued liabilities $ 78~~12,~~581~~801 ~~$156,494~~(2) ~~Due to affiliates~~ -- ~~5,684~~ -----~~---~~ -------- ~~Total~~NET ~~liabilities~~INCREASE ~~78,581~~IN ~~162,178~~NET ~~Beneficiaries'~~ASSETS ~~accounts~~RESULTING ~~(882,348~~FROM ~~units)~~OPERATIONS 64$62,~~096~~080 62$ 1,~~836~~260 ~~--------~~======= ~~--------~~======= ~~Total~~NET ~~liabilities~~INCOME ~~and~~PER ~~beneficiaries'~~SHARE ~~accounts~~OF BENEFICIAL INTEREST$~~142,677~~ 0.07 $~~225,014~~ 0.001 ======== ========

See accompanying notes. 2 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Statements of Beneficiaries' Accounts For the Years Ended December 31, 2002 and 2003 (Date of Termination) (unaudited)

~~For~~Units ~~the One Day Period Ended For the Year December 31, Ended 2001 December 31, (Date~~ of ~~2002~~Beneficial ~~Formation)~~Interest ------------ ------------ ~~INVESTMENT INCOME Income: Interest $ 1,262 $~~ -- ~~Expenses~~Units --Amount -- ------- ---------- ~~Net~~Balance ~~investment~~at ~~income~~December 131,~~262~~ --2001 ~~REALIZED~~(represented ~~LOSS~~by ONthe ~~INVESTMENTS~~December (231, 2001 transfer of net assets from Fiduciary Capital Partners, L.P.) 882,348 $ 62,836 Net increase in net assets resulting from operations -- 1,260 ------- -- --------- ~~NET~~Balance ~~INCREASE~~at INDecember ~~NET~~31, ~~ASSETS~~2002 ~~RESULTING~~882,348 ~~FROM~~64,096 ~~OPERATIONS~~Net $increase 1in net assets resulting from operations -- 62,~~260~~080 $Liquidating distribution paid to beneficiaries -- ~~=======~~(126,176) ~~==========~~--------- ~~NET~~--------- ~~INCOME~~Balance ~~PER~~at ~~SHARE~~December OF31, ~~BENEFICIAL~~2003 ~~INTEREST~~(date $of ~~0.001~~termination) 882,348 $ -- ======= == =========

See accompanying notes. 3 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Statements of Cash Flows For the Years Ended December 31, 2003 (Date of Termination) and 2002 (unaudited)

~~Units~~2003 2002 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net increase in net assets resulting from operations $ 62,080 $ 1,260 Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities: Income from reversal of ~~Beneficial~~prior ~~Interest~~year accrual for estimated expenses (48,777) -- Realized (gain) loss on investments (12,801) 2 Change in assets and liabilities: Other receivables 65,226 468 Other assets -- 20,327 Accounts payable and accrued expenses (29,804) (83,597) --------- --------- ~~Units~~Net ~~Amount~~cash provided by (used in) operating activities 35,924 (61,540) --------- --------- ~~Balance~~CASH atFLOWS ~~December~~FROM 31INVESTING ACTIVITIES Proceeds received from disposition of investment 12,803 ~~2001~~-- ~~(represented~~--------- --------- Net cash provided by ~~the~~investing ~~December~~activities 3112,803 ~~2001~~-- ~~transfer~~--------- of--------- ~~net~~CASH ~~assets~~FLOWS ~~from~~FROM ~~Fiduciary~~FINANCING ~~Capital~~ACTIVITIES ~~Partners,~~Distribution ~~L.P.)~~paid ~~882,348~~to ~~$62~~beneficiaries (126,~~836~~176) -- --------- --------- Net ~~increase~~cash used in ~~net~~financing ~~assets~~activities ~~resulting~~(126,176) ~~from~~-- ~~operations~~--------- --------- 1NET DECREASE IN CASH AND CASH EQUIVALENTS (77,~~260~~449) (61,540) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 77,449 138,989 --------- --------- ~~Balance~~CASH atAND ~~December~~CASH ~~31,~~EQUIVALENTS ~~2002~~- ~~882,348~~END OF YEAR $64 -- $ 77,~~096~~449 ========= =========

See accompanying notes. 4 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Notes to Financial Statements December 31, 2003 (Date of Termination) and 2002 (unaudited) 1. GENERAL Fiduciary Capital Partners Liquidating Trust, (the "Trust") was formed in connection with the liquidation and termination of Fiduciary Capital Partners, L.P. (the "Partnership") on December 31, 2001. The following net assets of the Partnership, which had not previously been liquidated by the Partnership, were transferred to the Trust, which had been established for the purpose of holding these assets. Investments: Environmental Energy Services, Inc. $ 1 LMC Corporation 2 Niigata Engineering Co., Ltd. 1 --------- Total investments 4 Cash and cash equivalents 138,989 Other receivables 65,694 Other assets 20,327 Due to affiliates (5,684) Accounts payable and accrued liabilities (156,494) --------- $ 62,836

The trustee of the Trust is Stone Pine Accounting Services, LLC ("SP Accounting"). Each holder of Units in the Partnership was deemed to be the beneficial owner of a pro rata share of the aggregate beneficial interests in the Trust. It was anticipated that the Trust would permit the realization of substantial cost savings in administrative and other expenses until the funds remaining after payment of all liabilities and expenses (if any) were distributed to the beneficiaries of the Trust. The purpose of the Trust was to pay all remaining expenses and liabilities of the Partnership, including those relating to the sale, collection or dissolution of the remaining investments, administrative expenses, and to distribute the remaining funds (if any) to the beneficiaries of the Trust. The transferred assets were recorded by the Trust at a cost equal to their value on December 31, 2001 (date of transfer), as determined by the Partnership. The investments consisted of receivables from LMC Corporation ("LMC") and Niigata Engineering Co., Ltd. ("Niigata"), both of which were in bankruptcy proceedings as of December 31, 2001, and rights to receive restricted shares of Environmental Energy Services, Inc. ("EESV") common stock. 5 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Notes to Financial Statements (Continued) December 31, 2003 (Date of Termination) and 2002 (unaudited) 2. INVESTMENTS LMC Corporation Among the assets that were transferred to the Trust on December 31, 2001 were $2,008,444 of receivables from LMC, which was in bankruptcy proceedings. As of December 31, 2001, LMC's only significant asset was real property, which was subject to a first mortgage. During August 2002, the holder of the first mortgage repossessed the real property. This repossession of the real property eliminated any possibility that the Trust would receive any distributions from LMC's bankruptcy proceedings. As a result, the Trust's LMC investment was written off as a realized loss during 2002. Niigata Engineering Co., Ltd. A $61,821 receivable from Niigata, a Japanese company, was also transferred to the Trust. At the time of liquidation of the Partnership and the formation of the Trust, Niigata was attempting to consummate a financial restructuring and emerge from its Japanese-based bankruptcy proceedings as an operating company. Niigata successfully consummated its restructuring and exited from bankruptcy proceedings during June 2003. In accordance with the terms of Niigata's approved restructuring plan, the Trust received a cash payment of $12,803 in satisfaction of its $61,821 receivable. Environmental Energy Services, Inc. The Partnership acquired 989,414 shares of EESV (as a successor to WasteMasters, Inc. ("WasteMasters")) stock, which trades on the OTC Bulletin Board System, from Nikko Trading of America Corporation ("Nikko") on June 3, 1998. The stock was subject to a 24-month lock-up period through May 2000. Upon expiration of the lock-up period, the Partnership requested that EESV issue the Partnership a new stock certificate without the restrictive legend that existed on the Partnership's original certificate, so that the stock could be sold. EESV refused to comply with this request because of a court order during March 2000 that authorized the cancellation of all EESV stock that had been issued to Nikko, including the shares that Nikko had previously transferred to the Partnership. The Partnership retained counsel and EESV's attorneys agreed to consider the Partnership's request to be treated as a bona fide purchaser of the shares from Nikko. During October 2001, the Partnership reached an agreement with EESV, pursuant to which EESV agreed to treat the Partnership as a bona fide purchaser of the original WasteMasters shares and to issue new restricted shares of EESV common stock to the Partnership. The Partnership executed the agreement, but never received the new restricted shares of EESV common stock or a copy of the agreement executed by EESV. The Partnership's right to receive these shares was transferred to the Trust. The EESV common stock, which trades on the OTC Bulletin Board System ("EESV"), had a market price of approximately $0.003 per share on December 29, 2003. 6 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Notes to Financial Statements (Continued) December 31, 2003 (Date of Termination) and 2002 (unaudited) As of December 31, 2003, the Trust had been unsuccessful in obtaining salable shares of EESV common stock. The Trust pursued all available means to obtain these salable shares, except for the pursuit of litigation, without success. If the Trust had been successful in obtaining these salable shares, their fair market value would have only been approximately $2,968. Unfortunately, this relatively small potential value did not economically justify the Trust incurring the costs associated with litigation or the administrative costs associated with further delays in terminating the Trust. As a result, the Trustee decided to discontinue further efforts to obtain salable shares of EESV and to write the Trust's EESV investment off as a realized loss during 2003. 3. OTHER RECEIVABLES AND ASSETS Other receivables and other assets, valued at $86,021, were also transferred to the Trust by the Partnership. The Trust successfully realized an amount equal to this estimated fair value from the collection of the other receivables and conversion of the other assets into cash. 4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Included among the net assets that were transferred to the Trust by the Partnership on December 31, 2001, was an accrued liability for $156,494 of accounts payable and accrued liabilities. These accounts payable and accrued liabilities consisted of two components: (i) expenses that had been incurred by the Partnership during 2001 but that were not paid prior to the dissolution of the Partnership on December 31, 2001, and (ii) an accrual for estimated expenses that were expected to be incurred by the Trust in liquidating the Partnership's assets that were transferred to the Trust. The Trust paid all of the remaining Partnership expenses and the expenses incurred by the Trust during 2002 and 2003, totaling $100,458. In addition, the Trustee has retained $7,259 to pay remaining expenses relating to the Trust's activities, including costs associated with (i) the payment of the final liquidating distribution to the beneficiaries of the Trust, (ii) the Trust's 2003 income tax and financial reporting obligations, and (iii) complying with various state escheatment laws. The remaining $48,777 portion of the accrual, which was established by the Partnership on December 31, 2001, was reversed and recognized as income by the Trust on December 31, 2003. 7 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Notes to Financial Statements (Continued) December 31, 2003 (Date of Termination) and 2002 (unaudited) 5. LIQUIDATING DISTRIBUTION Following the receipt of cash from the asset realizations discussed above and the payment of the liabilities and expenses discussed above, the Trust had $126,176 of cash reserves that were available for distribution to the beneficiaries of the Trust. This amount, which was equal to $0.143 per unit of beneficial interest, was distributed to the beneficiaries of the Trust on December 31, 2003 in liquidation of the Trust. This $126,176 liquidating value exceeded the $62,836 estimated value (as determined by the Partnership) of the net assets that were transferred from the Partnership to the Trust on December 31, 2001 primarily because actual expenses incurred by the Trust in liquidating the Partnership's assets that were transferred to the Trust were less than the amount estimated by the Partnership at the time of the transfer. In addition, (i) the proceeds received from the Niigata bankruptcy proceedings exceeded the aggregate carrying value (as determined by the Partnership) of the investments transferred to the Trust, and (ii) the Trust earned interest income on its cash reserves during 2002 and 2003. 6. TRANSACTIONS WITH AFFILIATES Pursuant to the terms of the Partnership's Partnership Agreement, FCM Fiduciary Capital Management Company ("FCM"), the general partner of the Partnership, was required to make additional capital contributions upon the final liquidation of the Partnership. Included in the assets transferred from the Partnership to the Trust was a $65,226 receivable due from FCM, which the Trust collected from FCM, at its face amount, during 2003. SP Accounting serves as the trustee of the Trust. SP Accounting, which is owned by an officer of FCM, received a monthly fee of $1,000 as compensation for its services as trustee and was also reimbursed for expenses incurred on behalf of the Trust. During 2003 and 2002, the Trust paid SP Accounting a total of $24,000 for trustee fees and $13,935 for expense reimbursements, including $7,259 for future estimated expenses as discussed in Note 4 above. 8 SIGNATURE Pursuant to the requirements 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. Fiduciary Capital Partners Liquidating Trust (Registrant) By: Stone Pine Accounting Services, LLC Trustee Date: January 14, 2004 By: /s/ Donald R. Jackson ------------------------------------ Donald R. Jackson Managing Member 9

For the One Day Period Ended For the Year December 31, Ended 2001 December 31, (Date of 2002 Formation) ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net increase in net assets resulting from operations $ 1,260 $ -- Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities: Change in assets and liabilities: Other receivables 468 -- Other assets 20,327 -- Accounts payable and accrued expenses (83,597) -- Realized loss on investments 2 -- --------- --------- Net cash used in operating activities (61,540) -- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Cash received upon formation of the Trust -- 138,989 --------- --------- Net cash provided by financing activities -- 138,989 --------- --------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (61,540) 138,989 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 138,989 -- --------- --------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 77,449 $ 138,989 --------- --------- NONCASH INVESTING AND FINANCING ACTIVITIES Transfer of the following assets and liabilities to the Trust in connection with the dissolution of Fiduciary Capital Partners, L.P.: Investments $ -- $ 4 Other receivables -- 65,694 Other assets -- 20,327 Due to affiliates -- (5,684) Accounts payable and accrued liabilities -- (156,494) --------- --------- $ -- $ (76,153) ========= =========

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