U.S. Income Tax Return for OMB No. 1545-1004

Real Estate Investment Trusts

Form 1120-REIT

For calendar year 1997 or tax year beginning , 1997, ending , 19 Department of the Treasury

Internal Revenue Service © See separate instructions.

A Year of REIT status election Name C Employer identification number

Please

Type

or 

Print

B Check if a: Number, street, and room or suite no. (If a P.O. box, see page 5 of instructions.) D Date REIT established

Total assets (see page 5 of

instructions)

City or town, state, and ZIP code E

F $

Part I—Real Estate Investment Trust Taxable Income (See page 5 of instructions.)

Income (EXCLUDING income required to be reported in Part II or Part IV)

1 Dividends 1

2 Interest 2

3 Gross rents from real property 3

4 Other gross rents 4

5 Capital gain net income (attach Schedule D (Form 1120)) 5

6 Net gain or (loss) from Form 4797, Part II, line 18 (attach Form 4797) 6

7 Other income (see page 6 of instructions—attach schedule) 7

8 Total income. Add lines 1 through 7 © 8

Deductions (EXCLUDING deductions directly connected with income required to be reported in Part II or Part IV)

9 Compensation of officers 9

10 Salaries and wages (less employment credits) 10

11 Repairs and maintenance 11

12 Bad debts 12

13 Rents 13

14 Taxes and licenses 14

15 Interest 15

16 Depreciation (attach Form 4562) 16

17 Advertising 17

18 Other deductions (see page 7 of instructions—attach schedule) 18

19 Total deductions. Add lines 9 through 18 © 19

20 Taxable income before net operating loss deduction, total deduction for dividends paid, and

section 857(b)(2)(E) deduction. Subtract line 19 from line 8 20

21a 21 Less: a Net operating loss deduction (see page 8 of instructions)

b Total deduction for dividends paid (Schedule A, line 6) 21b

c Section 857(b)(2)(E) deduction (Schedule J, line 3c) 21c 21d

22 Real estate investment trust taxable income. Subtract line 21d from line 20 22

Tax and Payments

23 Total tax (Schedule J, line 9) 23

24 24a

b 1997 estimated tax payments 24b

24c 24d ( c Less 1997 refund applied for on Form 4466

e Tax deposited with Form 7004 24e

Credit for tax paid on undistributed capital gains (attach Form 2439) 24f f

g Credit for Federal tax paid on fuels (attach Form 4136) 24g 24h

25 Estimated tax penalty (see page 8 of instructions). Check if Form 2220 is attached © 25

26 Tax due. If line 24h is smaller than the total of lines 23 and 25, enter amount owed 26

27 Overpayment. If line 24h is larger than the total of lines 23 and 25, enter amount overpaid 27

28 Enter amount of line 27 you want: Credited to 1998 estimated tax © Refunded © 28

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and

Please belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.

Sign

Here Signature of officer Date Title

Date Preparer’s social security number Check if selfemployed

Preparer’s Paid signature

Preparer’s

Use Only Firm’s name (or

yours if self-employed)

and address

EIN ©

ZIP code ©

)

Cat. No. 64114F

©

©

©

©

Payments: a 1996 overpayment credited to 1997

Form 1120-REIT (1997)

Personal holding co.

(attach Sch. PH)

2

Check applicable box(es): (1) Final return (2) Change of address (3) Amended return

1 REIT with 100% owned

subsidiaries (see page 5

of instructions)

97

d Bal ©

For Paperwork Reduction Act Notice, see page 12 of separate instructions.
Form 1120-REIT (1997) Page 2

Part II—Tax on Net Income From Foreclosure Property (As defined in section 856(e))

Important: See page 9 of instructions before completing this part.

Net gain or (loss) from the sale or other disposition of foreclosure property described in section

1221(1) (attach schedule)

1

1

2 2 Gross income from foreclosure property (see instructions—attach schedule)

3 Total income from foreclosure property. Add lines 1 and 2 3

4 Deductions directly connected with the production of income shown on line 3 (attach schedule) 4

5 Net income from foreclosure property. Subtract line 4 from line 3 5

Tax on net income from foreclosure property. Multiply line 5 by 35%. Enter here and on Schedule

J, line 3b

6

6

Part III—Tax for Failure To Meet Certain Source-of-Income Requirements (Section 857(b)(5))

Important: See page 9 of instructions.

1a Enter total income from Part I, line 8 1a

b Enter total income from foreclosure property from Part II, line 3 1b

1c c Total. Add lines 1a and 1b

Multiply line 1c by 95% 2 2

3 Enter income on line 1c from sources referred to in section 856(c)(2) 3

4 Subtract line 3 from line 2. (If zero or less, enter -0-.) 4

5 Multiply line 1c by 75% 5

6 Enter income on line 1c from sources referred to in section 856(c)(3) 6

7 Subtract line 6 from line 5. (If zero or less, enter -0-.) 7

8 Enter the greater of line 4 or line 7. (If line 8 is zero, do not complete the rest of Part III.) 8

9 Enter the amount from Part I, line 20 9

10 Enter the net capital gain from Schedule D (Form 1120), line 12 10

11 Subtract line 10 from line 9 11

12a Enter total income from Part I, line 8 12a

Enter the net short-term capital gain from Schedule D (Form 1120),

line 5. (If line 5 is a loss, enter -0-.)

b

12b

c Add lines 12a and 12b 12c

13 Enter capital gain net income from Part I, line 5 13

14 Subtract line 13 from line 12c 14

15 Divide line 11 by line 14. Carry the result to five decimal places 15

16 Section 857(b)(5) tax. Multiply line 8 by line 15. Enter here and on Schedule J, line 3c 16

Part IV—Tax on Net Income From Prohibited Transactions (See page 9 of instructions.)

1 Gain from sale or other disposition of section 1221(1) property (other than foreclosure property) 1

2 Deductions directly connected with the production of income shown on line 1 2

3 Net income from prohibited transactions. Subtract line 2 from line 1 3

4

Tax on net income from prohibited transactions. Multiply line 3 by 100%. Enter here and

on Schedule J, line 3d

4

Deduction for Dividends Paid (See page 9 of instructions.)

Dividends paid (other than dividends paid after the end of the tax year). Do not include dividends

considered paid in the preceding tax year under section 857(b)(8) or 858(a), or deficiency

dividends as defined in section 860

1

1

Dividends paid in the 12-month period following the close of the tax year under a section 858(a)

election to treat the dividends as paid during the tax year

2

2

Dividends declared in October, November, or December deemed paid on December 31 under

section 857(b)(8).

3

3

4 Consent dividends (attach Forms 972 and 973) 4

5 Total dividends paid. Add lines 1 through 4 5

Total deduction for dividends paid. If there is net income from foreclosure property on

Part II, line 5, see instructions for limitation on the deduction for dividends paid. Otherwise,

enter total dividends paid from line 5 here and on line 21b, page 1

6

6

Schedule A
Form 1120-REIT (1997) Page 3

Tax Computation (See page 9 of instructions.)

1 Check if the REIT is a member of a controlled group (see sections 1561 and 1563) ©

If the box on line 1 is checked, enter the REIT’s share of the $50,000, $25,000, and $9,925,000

taxable income brackets (in that order):

2a

(1) $ (2) $

b

3a Tax on REIT taxable income 3a

b Tax from Part II, line 6 3b

c Tax from Part III, line 16 3c

d Tax from Part IV, line 4 3d

e Income tax. Add lines 3a through 3d 3e

4a Foreign tax credit (attach Form 1118) 4a

c General business credit. Enter here and check which forms are attached:

3800

4c

8830

d Credit for prior year minimum tax (attach Form 8827) 4d

e Total credits. Add lines 4a through 4d 4e

5 Subtract line 4e from line 3e 5

6 Personal holding company tax (attach Schedule PH (Form 1120)) 6

7 Recapture taxes. Check if from: Form 4255 Form 8611 7

8 Alternative minimum tax (attach Form 4626) 8

9 Total tax. Add lines 5 through 8. Enter here and on line 23, page 1 9

Yes No

Other Information (See page 11 of instructions.)

At the end of the tax year, did the REIT own, directly

or indirectly, 50% or more of the voting stock of a

domestic corporation? (For rules of attribution, see

section 267(c).)

At any time during the 1997 calendar year, did the

REIT have an interest in or a signature or other

authority over a financial account (such as bank

account, securities account, or other financial

account) in a foreign country?

6

If “Yes,” attach a schedule showing: (a) name and

identifying number, (b) percentage owned, and (c)

taxable income or (loss) before NOL and special

deductions of such corporation for the tax year

ending with or within your tax year.

If “Yes,” the REIT may have to file Form TD F 90-22.1.

Enter number of Forms 5471 attached ©

7

During the tax year, did the REIT receive a distribution

from, or was it the grantor of, or transferor to, a foreign

trust? If “Yes,” see page 12 of the instructions for

other forms the REIT may have to file

During this tax year, did the REIT pay dividends (other

than stock dividends and distributions in exchange

for stock) in excess of the REIT’s current and

accumulated earnings and profits? (See sections 301

and 316.)

8

If “Yes,” file Form 5452.

1 Check method of accounting:

a Cash

b Accrual

c Other (specify) ©

Was the REIT a U.S. shareholder of any controlled

foreign corporation? (See sections 951 and 957.)

9

If so, the REIT may have to file Form 8281.

If “Yes,” attach Form 5471 for each such corporation.

Enter the amount of tax-exempt interest received or accrued

during the tax year ©

10

Enter the REIT’s share of:

Check this box if the REIT issued publicly offered debt

instruments with original issue discount ©

Schedule J

Schedule K

2

At any time during the tax year, did one foreign

person own, directly or indirectly, at least 25% of:

(a) the total voting power of all classes of stock of

the REIT entitled to vote, or (b) the total value of all

classes of stock of the REIT? If “Yes,”

4

3

Yes No

If “Yes,” enter name of the foreign country ©

$

a

b

c The REIT may have to file Form 5472. Enter number

of Forms 5472 attached ©

Enter owner’s country ©

Enter percentage owned ©

3468

8835

8845 8847

8586

Is the REIT a subsidiary in a parent-subsidiary

controlled group?

If “Yes,” enter the employer identification number

and name of the parent corporation ©

At the end of the tax year, did any individual,

partnership, corporation, estate, or trust own, directly

or indirectly, 50% or more of the REIT’s voting stock?

(For rules of attribution, see section 267(c).)

If “Yes,” attach a schedule showing name and

identifying number. (Do not include any information

already entered in 3 above.) Enter percentage

owned ©

5

11

12 Enter the available NOL carryover from prior tax

years. (Do not reduce it by any deduction on

line 21a.) ©

b Nonconventional source fuel credit QEV credit (attach Form 8834) 4b

(3) $

additional 5% tax (not more than $11,750)

additional 3% tax (not more than $100,000)

(1)

(2)

$

$

$

5884

8826

8846 8820

Important: Members of a controlled group, see instructions on page 9.

6478 6765

8844

8861
Form 1120-REIT (1997) Page 4

Beginning of tax year End of tax year

(a) (b) (c) (d) Assets

1 Cash

2a Trade notes and accounts receivable

( ) ( b Less allowance for bad debts

3 U.S. government obligations

4 Tax-exempt securities (see page 12 of instructions)

5 Other current assets (attach schedule)

6 Loans to stockholders

Mortgage and real estate loans

8 Other investments (attach schedule)

9a Buildings and other depreciable assets ( ) ) ( b Less accumulated depreciation

10 Land (net of any amortization)

11a Intangible assets (amortizable only)

b Less accumulated amortization ( ) ( )

12 Other assets (attach schedule)

13 Total assets

Liabilities and Stockholders’ Equity

14 Accounts payable

15 Mortgages, notes, bonds payable in less than 1 year

16 Other current liabilities (attach schedule)

17 Loans from stockholders

18

19 Other liabilities (attach schedule)

20 Capital stock: a Preferred stock

b Common stock

21 Additional paid-in capital

22 Retained earnings—Appropriated (attach schedule)

23 Retained earnings—Unappropriated

25 Less cost of treasury stock ( ) ( )

26 Total liabilities and stockholders’ equity

Reconciliation of Income (Loss) per Books With Income per Return

1 Net income (loss) per books Income recorded on books this year

not included on this return (itemize):

7

2a Federal income tax

(Schedule J, line 9) $ Tax-exempt interest $

( ) b $ Less: Section 857(b)(5) tax

c Balance © Deductions on this return not charged

against book income this year (itemize):

8

3 Excess of capital losses over capital gains

Income subject to tax not recorded on a Depreciation $

books this year (itemize):

4

Net operating loss deduction

(line 21a, page 1)

b

$

Deduction for dividends paid

(line 21b, page 1)

c

$

Expenses recorded on books this year not

deducted on this return (itemize):

5

a Depreciation $

b Section 4981 tax $ 9 Net income from foreclosure property

c Travel and entertainment $ 10 Net income from prohibited transactions

11 Add lines 7 through 10

REIT taxable income (line 22,

page 1)— line 6 less line 11

12

6 Add lines 1 through 5

Analysis of Unappropriated Retained Earnings per Books (line 23, Schedule L)

1 Balance at beginning of year 5 Distributions: a Cash

2 Net income (loss) per books b Stock

3 Other increases (itemize): c Property

6 Other decreases (itemize):

7 Add lines 5 and 6

4 Add lines 1, 2, and 3 8 Balance at end of year (line 4 less line 7)

)

Schedule M-2

Schedule M-1

Schedule L

Mortgages, notes, bonds payable in 1 year or more

7

Note: Schedules M-1 and M-2 do not have to be completed if total assets on Schedule L, line 13, column (d) are less than $25,000.

Balance Sheets per Books

24 Adjustments to shareholders’ equity

(attach schedule)