FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT
For the transition period.........to.........
Commission file number 0-11767
ANGELES INCOME PROPERTIES, LTD. II
(Exact name of small business issuer as specified in its charter)
California 95-3793526
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (803) 239-1000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) ANGELES INCOME PROPERTIES, LTD. II
BALANCE SHEET
(Unaudited)
September 30, 1995
Assets
Cash:
Unrestricted $ 1,602,018
Restricted--tenant security deposits 245,227
Accounts receivable (net of allowance for 97,096
doubtful accounts of $17,056)
Escrows for taxes 166,571
Restricted escrows 399,343
Other assets 538,076
Investment in joint venture 64,603
Investment properties:
Land $ 2,197,403
Buildings and related personal
property 32,215,238
34,412,641
Less accumulated depreciation (20,848,093) 13,564,548
$16,677,482
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 156,888
Tenant security deposits 252,965
Accrued taxes 175,164
Other liabilities 284,393
Mortgage notes payable 16,788,689
Partners' Deficit
General partner $ (448,116)
Limited partners (99,852 units
issued and outstanding) (532,501) (980,617)
$16,677,482
[FN]
See Accompanying Notes to Financial Statements
b) ANGELES INCOME PROPERTIES, LTD. II
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
Revenues:
Rental income $1,602,750 $1,903,861 $5,057,197 $ 5,593,727
Other income 75,410 98,856 218,104 291,246
Total revenue 1,678,160 2,002,717 5,275,301 5,884,973
Expenses:
Operating 395,829 550,259 1,291,876 1,633,384
Administrative 75,919 77,998 249,611 405,050
Property management fees 79,007 81,587 246,852 258,337
Maintenance 266,171 309,883 622,122 851,879
Depreciation 431,218 593,444 1,426,518 1,763,572
Amortization 4,784 11,312 21,694 47,063
Interest 400,071 601,634 1,379,824 1,813,946
Property taxes 191,922 161,781 471,285 457,145
Tenant reimbursements (47,151) (40,371) (68,114) (59,613)
Total expenses 1,797,770 2,347,527 5,641,668 7,170,763
Equity in income (loss) of
joint venture 13,882 8,546 (2,623) 11,139
Gain on transfer of
property in foreclosure -- -- 1,385,286 --
Loss on disposal of property -- -- (40,328) (9,168)
(Loss) income before
extraordinary item (105,728) (336,264) 975,968 (1,283,819)
Extraordinary gain on
extinguishment of debt -- -- 564,771 --
Net (loss) income $ (105,728) $ (336,264) $1,540,739 $(1,283,819)
Net (loss) income allocated
to general partners (1%) $ (1,057) $ (3,363) $ 15,407 $ (12,838)
Net (loss) income allocated
to limited partners (99%) (104,671) (332,901) 1,525,332 (1,270,981)
Net (loss) income $ (105,728) $ (336,264) $1,540,739 $(1,283,819)
Per limited partnership
unit:
(Loss) income before
extraordinary item $ (1.05) $ (3.33) $ 9.68 $ (12.71)
Extraordinary gain on
extinguishment of debt -- -- 5.60 --
Net (loss) income $ (1.05) $ (3.33) $ 15.28 $ (12.71)
[FN]
See Accompanying Notes to Financial Statements
c) ANGELES INCOME PROPERTIES, LTD, II
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 100,000 $ 1,000 $ 50,000,000 $50,001,000
Partners' deficit at
December 31, 1994 99,852 $(463,523) $ (2,057,833) $(2,521,356)
Net income for the nine months
ended September 30, 1995 -- 15,407 1,525,332 1,540,739
Partners' deficit at
September 30, 1995 99,852 $(448,116) $ (532,501) $ (980,617)
[FN]
See Accompanying Notes to Consolidated Financial Statements
d) ANGELES INCOME PROPERTIES, LTD. II
STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
1995 1994
Cash flows from operating activities:
Net income (loss) $ 1,540,739 $(1,283,819)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation 1,426,518 1,763,572
Amortization of discounts, loan costs and lease
commissions 102,459 130,108
Equity in loss (income) of joint venture 2,623 (11,139)
Gain on transfer of property in foreclosure (1,385,286) --
Loss on disposal of property 40,328 9,168
Extraordinary gain on extinguishment of debt (564,771) --
Change in accounts:
Restricted cash 11,086 (10,711)
Accounts receivable (79,875) 24,221
Escrows for taxes (30,647) (48,508)
Other assets (39,856) (195,554)
Accounts payable (66,043) 86,191
Tenant security deposit liabilities 9,224 14,222
Accrued taxes 91,679 137,816
Other liabilities 136,982 (20,793)
Net cash provided by operating activities 1,195,160 594,774
Cash flows from investing activities:
Property improvements and replacements (446,444) (393,883)
Insurance proceeds 18,550 --
Deposits to restricted escrows (64,196) (50,231)
Receipts from restricted escrows 30,245 199,610
Net cash used in investing activities (461,845) (244,504)
Cash flows from financing activities:
Loan costs -- (36,776)
Payments on mortgage notes payable (194,746) (232,335)
Net cash used in financing activities (194,746) (269,111)
Net increase in cash balances 538,569 81,159
Cash at beginning of period 1,063,449 845,033
Cash at end of period $ 1,602,018 $ 926,192
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,125,371 $1,702,171
[FN]
See Accompanying Notes to Financial Statements
ANGELES INCOME PROPERTIES, LTD. II
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
(Unaudited)
Foreclosure
On March 20, 1995, the Partnership negotiated a Deed in Lieu of Foreclosure
for Executive Plaza Office Park, located in Huntsville, Alabama. The property
was lost to the wrap note holder. The Managing General Partner believes that
the Deed in Lieu of Foreclosure was in the best interest of the Partnership.
In connection with the foreclosure of Executive Plaza Office Park on March
20, 1995, the following accounts were adjusted by the following non-cash
amounts:
Accounts receivable $ (101,035)
Investment properties (4,481,841)
Other assets (88,775)
Taxes 144,629
Tenant security deposits 39,919
Mortgage 5,987,086
Other liabilities 509,904
e) ANGELES INCOME PROPERTIES, LTD. II
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of the Managing General Partner, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the nine month
period ended September 30, 1995, are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 1995. For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-KSB for the fiscal year ended
December 31, 1994.
Certain reclassifications have been made to the 1994 information to conform
to the 1995 presentation.
Note B - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership. The following amounts were paid or
accrued to the Managing General Partner and affiliates for the nine months ended
September 30, 1995 and 1994:
1995 1994
Property management fees $246,852 $258,337
Marketing services 4,719 979
Reimbursement for services of affiliates 189,102 330,046
The Partnership insures its properties under a master policy through an
agency and insurer unaffiliated with the Managing General Partner. An affiliate
of the Managing General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy. The current agent
assumed the financial obligations to the affiliate of the Managing General
Partner, who receives payments on these obligations from the agent. The amount
of the Partnership's insurance premiums accruing to the benefit of the affiliate
of the Managing General Partner by virtue of the agent's obligations is not
significant.
Note B - Transactions with Affiliated Parties - (continued)
Angeles Mortgage Investment Trust, ("AMIT"), a real estate investment
trust, has provided financing in the amount of $1,320,419 to the Joint Venture
secured by its investment property (see Part II, Item 1. Legal Proceedings).
This debt was in default at September 30, 1995, and remains in default at
present.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. The Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the Shares held by MAE GP would approximate 1% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
As part of a settlement of certain disputes with AMIT, MAE GP granted to
AMIT an option to acquire the Class B Shares. This option can be exercised at
the end of 10 years or when all loans made by AMIT to partnerships affiliated
with MAE GP as of November 9, 1994, (which is the date of execution of a
definitive Settlement Agreement) have been paid in full, but in no event prior
to November 9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at
closing, which occurred April 14, 1995, as payment for the option. Upon
exercise of the option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT, the result of which is MAE GP will be able
to vote the Class B Shares on all matters except those involving transactions
between AMIT and MAE GP affiliated borrowers or the election of any MAE GP
affiliate as an officer or trustee of AMIT. On those matters, MAE GP granted to
the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to
the Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
Note C - Investment in Joint Venture
The Partnership owns a 14.4% interest in Princeton Meadows Golf Course Joint
Venture ("Joint Venture"). The Partnership accounts for the Joint Venture on
the equity method.
Condensed balance sheet information of the Joint Venture at September 30,
1995, is as follows:
Assets
Cash $ 276,240
Deferred charges and other assets 123,988
Investment properties, net 1,898,912
Total $2,299,140
Liabilities and Partners' Capital
Notes payable to AMIT, in default $1,320,419
Other liabilities 533,382
Partners' capital 445,339
Total $2,299,140
The condensed statements of operations of the Joint Venture are summarized as
follows:
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
Revenue $ 501,362 $ 429,594 $ 985,090 $ 975,529
Costs and expenses (404,963) (370,247) (1,003,307) (898,174)
Net income (loss) $ 96,399 $ 59,347 $ (18,217) $ 77,355
The Princeton Meadows Golf Course property had an underground fuel storage
tank that was removed in 1992. This fuel storage tank caused contamination to
the area. Reports were filed with the proper authorities. Subsequent to
September 30, 1995, the State of New Jersey Department of Environmental
Protection issued a corrective actions letter to the Joint Venture. Based on
discussions with environmental engineers and others, the Managing General
Partner expects the remediation costs to be immaterial to the Partnership.
Note D - Gain on Foreclosure of Investment Property
On March 20, 1995, the Partnership negotiated a Deed in Lieu of Foreclosure
for Executive Plaza Office Park located in Huntsville, Alabama and, as a result,
the property was transferred to the wrap note holder. The Managing General
Partner believes the Deed In Lieu of Foreclosure was in the best interest of the
Partnership. The Partnership realized a gain of $1,950,057 on this transaction
which included a gain on transfer of property in foreclosure of $1,385,286 and
an extraordinary gain on extinguishment of debt of $564,771 .
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Results of Operations
The Partnership's investment properties consist of three
apartment complexes and one commercial property. The following table sets
forth the average occupancy of the properties for the nine months ended
September 30, 1995, and September 30, 1994:
Average
Occupancy
Property 1995 1994
Atlanta Crossing Shopping Center
Montgomery, Alabama 91% 86%
Deer Creek Apartments
Plainsboro, New Jersey 95% 92%
Georgetown Apartments
South Bend, Indiana 98% 98%
Landmark Apartments
Raleigh, North Carolina 96% 95%
The Partnership's net income for the nine months ended September 30,
1995, was $1,540,739 versus a net loss of $1,283,819 for the nine
months ended September 30, 1994. The Partnership generated a net loss for
the three months ended September 30, 1995, of $105,728 as compared to a net
loss of $336,264 for the same period in 1994. The increase in net income for
the nine month period ended September 30, 1995, is due primarily to the
gain on foreclosure of Executive Plaza Office Park, on March 20, 1995, (see
discussion below).
Total revenues decreased for the three and nine month periods ended
September 30, 1995, as compared to the three and nine month periods ended
September 30, 1994, due to rental revenue lost from the foreclosure of
Executive Plaza. This decrease in revenue was partially offset by
increased occupancy and rental revenues at Landmark, Deer Creek and
Atlanta Crossing. Overall expenses decreased for the three and nine
month periods ended September 30, 1995, due primarily to the foreclosure of
Executive Plaza. Operating expenses decreased at Deer Creek and Atlanta
Crossing, due to decreased salary expenses. Also, higher occupancy at
Deer Creek resulted in the rental of corporate units and lower utility
expenses related to those units. Administrative expenses decreased
due to decreased reimbursements for partnership administration costs,
lower office supplies expense and professional fees expense.
Maintenance expense decreased due to decreases in snow removal, maintenance
supplies, and interior painting expenses.
The Partnership has a 14.4% investment in the Princeton Meadows Golf
Course Joint Venture. For the three and nine months ended September 30,
1995, the Partnership realized equity in income and equity in loss of the Joint
Venture of $13,882 and $2,623 respectively, as compared to an equity in income
of the Joint Venture of $8,546 and $11,139 for the three and nine months ended
September 30, 1994, respectively. (See Note C - Investment in Joint
Venture). The loss for the nine months ended September 30, 1995, can be
attributed to bad debt expense recorded during the year due to the
establishment of a reserve for uncollectible receivables. In addition, the
Joint Venture has experienced a decrease in association dues from 1994 to
1995.
For the nine month period ended September 30, 1995, the Partnership
recognized a loss on disposal of property of $40,328. This loss resulted from
the write off of the net book value of roofs replaced at Georgetown Apartments
in the amount of $47,715 and a gain of $7,388 on Deer Creek for a unit destroyed
by fire damage which was covered by insurance. During the nine months ended
September 30, 1994, the Partnership realized a loss on disposal of assets of
$9,168 due to the write off of the net book value of roofs for a section of
Atlanta Crossing that was re-roofed.
On March 20, 1995, the Partnership negotiated a Deed in Lieu of Foreclosure
for Executive Plaza Office Park located in Huntsville, Alabama and, as a result,
the property was transferred to the wrap note holder. The Managing General
Partner believes the Deed In Lieu of Foreclosure was in the best interest of the
Partnership. The Partnership realized a gain of $1,950,057 on this transaction
for the nine months ended September 30, 1995, which included a gain on transfer
of property in foreclosure of $1,385,286 and an extraordinary gain on
extinguishment of debt of $564,771.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. As part of this plan, the Managing General Partner attempts to protect
the Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due
to changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.
At September 30, 1995, the Partnership had unrestricted cash of $1,602,018
compared to $926,192 at September 30, 1994. Net cash provided by operating
activities increased primarily as a result of the increase in net income for the
period ended September 30, 1995, as compared to September 30, 1994, and the
increase in other liabilities and the decrease in other assets. Net cash used
in investing activities increased as a result of increased deposits to
restricted escrows, decreased receipts from restricted escrows and increased
fixed asset additions. Net cash used in financing activities decreased due to
decreased principal payments on long-term debt primarily related to the
foreclosure of Executive Plaza.
The sufficiency of existing liquid assets to meet future liquidity
and capital expenditure requirements is directly related to the level of
capital expenditures required at the property to adequately maintain the
physical assets and other operating needs of the Partnership. Such assets are
currently thought to be sufficient for any near-term needs of the
Partnership. Future cash distributions will depend on the levels of net cash
generated from operations, refinancings, property sales and the availability
of cash reserves.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
AMIT, a real estate investment trust, made a loan to the Joint Venture on a
non-recourse basis in September 1991, in the amount of $1,280,000 secured by the
Joint Venture's real property known as Princeton Meadows Golf Course. Due to
default interest and late fees that are delinquent and have been added to the
principal balance, the current balance of this indebtedness is $1,320,419. AMIT
asserts that the loan is recourse by virtue of a certain amendment purportedly
entered into as of November 1, 1992, but which the Partnership and the Joint
Venture have been informed and believe were actually executed in December of
1992. The Partnership and the Joint Venture have been further informed and
believe that the amendment was executed at the direction of Angeles Corporation
("Angeles") by an individual in his purported capacity as an officer of the
Managing General Partner of the Partnership and the Joint Venture at a time when
such person was not in fact an officer of such entities. Accordingly, the
Partnership and the Joint Venture filed Proofs of Claim in the Angeles
bankruptcy proceeding with respect to such purported amendment. Additionally,
the Partnership and the Joint Venture filed a Proof of Claim in the Angeles
Funding Corporation and Angeles Real Estate Corporation bankruptcy proceedings
on similar grounds. Both Angeles Funding Corporation and Angeles Real Estate
Corporation are affiliates of Angeles. Angeles has agreed to cooperate with the
Partnership and the Joint Venture in any action commenced by or against them by
AMIT asserting that the $1,280,000 obligations owed to AMIT are recourse to the
Partnership. Angeles further agreed to waive the attorney-client privilege with
respect to any information relating to the Note Modifications. Accordingly, the
Partnership and the Joint Venture withdrew their Proofs of Claim on August 9,
1995.
MAE GP Corporation ("MAE GP"), an affiliate of the General Partner, owns
1,675,113 Class B Shares of AMIT. MAE GP has the option to convert these Class
B Shares, in whole or in part, into Class A Shares on the basis of 1 Class A
Share for every 49 Class B Shares. These Class B Shares entitle MAE GP to
receive 1% of the distributions of net cash distributed by AMIT. The Class B
Shares also entitle MAE GP to vote on the same basis as Class A Shares which
allows MAE GP to vote approximately 37% of the total shares (unless and until
converted to Class A Shares at which time the percentage of the vote controlled
represented by the shares held by MAE GP would approximate 1% of the vote).
Between the date of acquisition of these shares (November 24, 1992) and March
31, 1995, MAE GP declined to vote these shares. Since that date, MAE GP voted
its shares at the 1995 annual meeting in connection with the election of
trustees and other matters. MAE GP has not exerted, and continues to decline to
exert, any management control over or participate in the management of AMIT.
As part of a settlement of certain disputes with AMIT, MAE GP granted to AMIT
an option to acquire the Class B Shares. This option can be exercised at the
end of 10 years or when all loans made by AMIT to partnerships affiliated with
MAE GP as of November 9, 1994, (which is the date of execution of a definitive
Settlement Agreement) have been paid in full, but in no event prior to November
9, 1997. AMIT delivered to MAE GP cash in the sum of $250,000 at closing, which
occurred April 14, 1995, as payment for the option. Upon exercise of the
option, AMIT would remit to MAE GP an additional $94,000.
Simultaneously with the execution of the option, MAE GP executed an
irrevocable proxy in favor of AMIT the result of which is MAE GP will be able to
vote the Class B Shares on all matters except those involving transactions
between AMIT and MAE GP affiliated borrowers or the election of any MAE GP
affiliate as an officer or trustee of AMIT. On those matters, MAE GP granted to
the AMIT trustees, in their capacity as trustees of AMIT, proxies with regard to
the Class B Shares instructing such trustees to vote said Class B Shares in
accordance with the vote of the majority of the Class A Shares voting to be
determined without consideration of the votes of "Excess Class A Shares" as
defined in Section 6.13 of the Declaration of Trust of AMIT.
Also, Angeles, either directly or through an affiliate, maintained a central
disbursement account (the "Account") for the properties and partnerships managed
by Angeles and its affiliates, including the Registrant. Angeles caused the
Partnership to make deposits to the Account ostensibly to fund the payment of
certain obligations of the Partnership. Angeles further caused checks on such
Account to be written to or on behalf of certain other partnerships. At least
$63,412 deposited by or on behalf of the Partnership was used for purposes other
than satisfying the liabilities of the Partnership. Accordingly, the
Partnership filed a Proof of Claim in the Angeles bankruptcy proceedings for
such amount. However, subsequently the Managing General Partner of the
Partnership has determined that the cost involved to pursue such claim would
likely exceed any amount received, if in fact such claim were to be resolved in
favor of the Partnership. Therefore, the Partnership withdrew this claim on
August 9, 1995.
Except as mentioned above, the Partnership is not involved in any legal
proceedings other than those arising in the normal course of business. The
Managing General Partner believes that any losses experienced as a result of
such proceedings will not have a material adverse effect upon the Partnership's
operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.
b) Reports on Form 8-K:
None filed during the quarter ended September 30, 1995.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGELES INCOME PROPERTIES, LTD. II
By: Angeles Realty Corporation II
Managing General Partner
By: /s/Carroll D. Vinson
Carroll D. Vinson
President
By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Principal Accounting Officer
Date: November 14, 1995