10-K 1 d02937e10vk.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, 2002 ------------------------------------------------------- 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

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 Schedule of Investments December 31, 2002 (unaudited)

See accompanying notes. 1 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Balance Sheets December 31, 2002 and 2001 (unaudited)

See accompanying notes. 2 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Statements of Operations (unaudited)

See accompanying notes. 3 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Statements of Beneficiaries' Accounts For the One Day Period Ended December 31, 2001 (Date of Formation) and the Year Ended December 31, 2002 (unaudited)

See accompanying notes. 4 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Statements of Cash Flows (unaudited)

See accompanying notes. 5 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Notes to Financial Statements December 31, 2002 and 2001 (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. Each holder of Units in the Partnership is 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) are distributed to the beneficiaries of the Trust. The purpose of the Trust is to pay all remaining expenses and liabilities of the Partnership, including those (if any) 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. 6 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Notes to Financial Statements (Continued) December 31, 2002 and 2001 (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. The Trust holds a $61,821 receivable from Niigata, a Japanese company. Niigata is attempting to consummate a financial restructuring and emerge from its Japanese-based bankruptcy proceedings as an operating company. 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. Others were in the same position as the Partnership and requested similar treatment. 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. If and when salable shares of EESV are received, they will be liquidated by the Trust. As of December 31, 2002, the Trust has been unsuccessful in obtaining salable shares of EESV common stock. The EESV common stock, which trades on the OTC Bulletin Board System ("EESV"), had a market price of approximately $0.01 per share on January 24, 2003. 7 FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST Notes to Financial Statements (Continued) December 31, 2002 and 2001 (unaudited) 3. 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. During 2002, the Trust paid all of the remaining Partnership expenses and the expenses incurred by the Trust during 2002, totaling $77,913. All of these payments were accounted for as a reduction of the $156,494 accrual that was recorded by the Partnership prior to its dissolution. Therefore, as of December 31, 2002, the Trust has a remaining accrual for future Trust expenses in the amount of $78,581. 4. 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. Stone Pine Accounting Services, LLC ("SP Accounting Services"), serves as the trustee of the Trust. SP Accounting Services, which is owned by an officer of FCM, receives a monthly fee of $1,000 as compensation for its services as trustee and is also reimbursed for all reasonable costs and expenses incurred on behalf of the Trust. During 2002, the Trust paid SP Accounting Services $12,000 of trustee fees and $2,732 of expense reimbursements. 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: February 4, 2003 By: /s/ Donald R. Jackson ------------------------------------ Donald R. Jackson Managing Member 9

FIDUCIARY CAPITAL PARTNERS LIQUIDATING TRUST 10-K