UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended June 30, 2002
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from _________to _________
Commission file number 0-14570
MCCOMBS REALTY PARTNERS
(Exact name of small business issuer as specified in its charter)
California 33-0068732
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MCCOMBS REALTY PARTNERS
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 2002
Assets
Cash and cash equivalents $ 161
Receivables and deposits 20
Restricted escrow 73
Other assets 90
Investment property:
Land $ 499
Buildings and related personal property 5,996
6,495
Less accumulated depreciation (4,408) 2,087
$ 2,431
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 11
Tenant security deposit liabilities 12
Accrued property taxes 52
Other liabilities 91
Mortgage note payable 5,424
Partners' Deficit
General partner $ (1)
Limited partners (17,196.39 units
issued and outstanding) (3,158) (3,159)
$ 2,431
See Accompanying Notes to Consolidated Financial Statements
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
Revenues:
Rental income $ 329 $ 386 $ 654 $ 757
Other income 37 25 59 56
Total revenues 366 411 713 813
Expenses:
Operating 153 162 306 305
General and administrative 32 35 65 70
Depreciation 68 70 136 136
Interest 115 116 230 233
Property taxes 26 26 52 49
Total expenses 394 409 789 793
Net (loss) income $ (28) $ 2 $ (76) $ 20
Net (loss) income allocated to
general partner $ -- $ -- $ -- $ --
Net (loss) income allocated to
limited partners (28) 2 (76) 20
$ (28) $ 2 $ (76) $ 20
Net (loss) income per limited
partnership unit $ (1.63) $ .12 $ (4.42) $ 1.16
Distribution per limited
partnership unit $ 32.62 $ -- $ 32.62 $ --
See Accompanying Notes to Consolidated Financial Statements
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Partners' deficit at
December 31, 2001 17,196.39 $ -- $(2,521) $(2,521)
Distribution to partners (1) (561) (562)
Net loss for the six months
ended June 30, 2002 -- -- (76) (76)
Partners' deficit at
June 30, 2002 17,196.39 $ (1) $(3,158) $(3,159)
See Accompanying Notes to Consolidated Financial Statements
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
2002 2001
Cash flows from operating activities:
Net (loss) income $ (76) $ 20
Adjustments to reconcile net (loss) income to net cash
(used in) provided by operating activities:
Depreciation 136 136
Amortization of loan costs 10 10
Bad debt expense 41 21
Change in accounts:
Receivables and deposits (38) (13)
Other assets (15) (9)
Accounts payable (4) 3
Tenant security deposit liabilities 1 (3)
Accrued property taxes (49) (34)
Other liabilities (45) (17)
Net cash (used in) provided by operating
activities (39) 114
Cash flows from investing activities:
Property improvements and replacements (72) (78)
Net (deposits to) receipts from restricted escrows (22) 1
Net cash used in investing activities (94) (77)
Cash flows from financing activities:
Payments on mortgage note payable (39) (37)
Distribution to partners (562) --
Net cash used in financing activities (601) (37)
Net decrease in cash and cash equivalents (734) --
Cash and cash equivalents at beginning of period 895 782
Cash and cash equivalents at end of period $ 161 $ 782
Supplemental disclosure of cash flow information:
Cash paid for interest $ 220 $ 224
See Accompanying Notes to Consolidated Financial Statements
MCCOMBS REALTY PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of McCombs Realty
Partners (the "Partnership" or "Registrant"), a California limited partnership,
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. The Partnership's general partner is CRPTEX,
Inc. (the "General Partner"). In the opinion of the General Partner, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and six
month periods ended June 30, 2002 are not necessarily indicative of the results
that may be expected for the fiscal year ending December 31, 2002. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Partnership's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2001. The General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO"), a publicly traded real
estate investment trust.
Note B - Plan of Reorganization
On March 9, 1987, the original general partners of the Partnership, on behalf of
the Partnership, filed a voluntary petition under Chapter 11 of the Federal
Bankruptcy Code in U.S. Bankruptcy Court, Central District of California
("Court"). The Partnership continued as Debtor-In-Possession to operate its
business in the ordinary course until the Court confirmed the Partnership's Plan
effective October 25, 1988. The Plan was approved by all required classes of
creditors.
The Plan required that the Partnership make the following payments on October
20, 1998:
1) First, all existing creditors, except prebankruptcy Class 12 creditors
($23,100), would be satisfied;
2) Limited Partners, both original and substitute, who made additional
capital contributions under the plan would receive a repayment of
the additional contributions totaling approximately $730,000; if
sufficient funds were unavailable to fully satisfy this amount then
a pro-rata portion would be paid based upon available funds;
3) Class 12 creditors would be paid claims aggregating $23,100;
4) Limited Partners who made additional capital contributions and were
original Limited Partners would receive a repayment of their
original capital contributions totaling approximately $9,818,000; if
sufficient funds were unavailable to fully satisfy this amount then
a pro-rata portion would be paid based upon available funds;
5) Limited Partners who did not make additional capital contributions
would receive a repayment of one-third of their original capital
contributions (i.e., one-third of $1,200,000); if sufficient funds
were unavailable to fully satisfy this amount then a pro-rata
portion would be paid based upon available funds.
Additionally, the Plan required CRPTEX, Inc. to make a capital contribution of
$14,500 and loan or expend an additional $117,500 on behalf of the Partnership
on an as-needed basis. The Partnership received the $14,500 capital contribution
but did not require the additional $117,500 to be loaned.
The payments required by numbers 1 and 3 above were timely satisfied. In
addition, all other claims provided for in the Plan then outstanding were
settled on June 25, 1995 when the Partnership refinanced the then outstanding
mortgages encumbering the property. With respect to the amounts due to the
Limited Partners under numbers 2,4, and 5 above there were not sufficient funds
available to completely satisfy these obligations at October 20, 1998.
It was not anticipated that at October 20, 1998 there would be available funds
to fully satisfy the unsecured claims of the Limited Partners, as indicated
under the Plan. The limited partners were approached in August 1998 and asked to
either approve a sale of the Partnership's sole investment property or for the
General Partner to petition the Bankruptcy Court for an extension of the
settlement date. The required fifty-one percent response was not received. As a
result, the Partnership did not make any payments to the Limited Partners on
October 20, 1998 as required by the Plan from available funds. There is no
requirement, however, that the Partnership sell or again refinance the property
in order to pay in part or in whole, the payments to the Limited Partners
referred to above. The General Partner has determined that although all of the
required payments under the Plan to the Limited Partners were not made that no
default exists and that it is proper for the Partnership to continue operating
under the terms of its Partnership Agreement as modified by the Plan.
Since the expiration of the Plan on October 20, 1998, the General Partner had
reserved all excess cash to ensure that the Partnership would be able to meet
its operating and capital improvement needs rather than making pro-rata payments
to the limited partners in accordance with numbers 2, 4, and 5 above. During the
fourth quarter of 2001, the General Partner determined that the Partnership had
accumulated approximately $562,000 in excess funds. Approximately $530,000 which
had been reserved since 1998 to ensure that the property was fully able to meet
its operating and capital improvement needs with existing operating funds was
distributed during the six months ended June 30, 2002 in accordance with number
2 above. In addition, approximately $32,000 was distributed from recent
operations during the six months ended June 30, 2002. Any additional funds will
be distributed in accordance with the terms of the Partnership Agreement as
modified by the Plan.
Note C - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for certain payments to affiliates for
services and for reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
During the six months ended June 30, 2002 and 2001, affiliates of the General
Partner were entitled to receive 5% of gross receipts from the Partnership's
investment property as compensation for providing property management services.
The Partnership paid to such affiliates approximately $37,000 and $40,000 for
the six months ended June 30, 2002 and 2001, respectively, which are included in
operating expenses.
Affiliates of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $37,000 for both the six
months ended June 30, 2002 and 2001, which are included in general and
administrative expenses.
Beginning in 2001, the Partnership began insuring its property up to certain
limits through coverage provided by AIMCO which is generally self-insured for a
portion of losses and liabilities related to workers compensation, property
casualty and vehicle liability. The Partnership insures its property above the
AIMCO limits through insurance policies obtained by AIMCO from insurers
unaffiliated with the General Partner. During the six months ended June 30, 2002
and 2001, the Partnership was charged by AIMCO and its affiliates approximately
$19,000 and $25,000, respectively, for insurance coverage and fees associated
with policy claims administration.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Partnership from time to time.
The discussion of the Partnership's business and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Partnership's business and
results of operation. Accordingly, actual results could differ materially from
those projected in the forward-looking statements as a result of a number of
factors, including those identified herein.
The Partnership's investment property consists of one apartment complex. The
following table sets forth the average occupancy of the property for the six
months ended June 30, 2002 and 2001:
Average Occupancy
Property 2002 2001
Lakewood at Pelham 88% 96%
Greenville, South Carolina
The General Partner attributes the decrease in occupancy at Lakewood at Pelham
to increased market competition as a result of the slowdown in the economy in
the Greenville area.
Results of Operations
The Registrant's net loss for the three and six months ended June 30, 2002 was
approximately $28,000 and $76,000, respectively, compared to net income of
approximately $2,000 and $20,000, respectively, for the three and six months
ended June 30, 2001. The decrease in net income for both the three and six
months ended June 30, 2002 is primarily due to a decrease in total revenues. The
decrease in total revenues for the three months ended June 30, 2002 was
partially offset by a slight decrease in total expenses. Total revenues
decreased for both the three and six months ended June 30, 2002 due to a
decrease in rental income and for the three months ended June 30, 2002 was
partially offset by an increase in other income. The decrease in rental income
for both the three and six months ended June 30, 2002 is due to the decrease in
occupancy at Lakewood at Pelham, a decrease in the average rental rates charged,
an increase in bad debt expense, and an increase in concessions at the property.
The increase in other income for the three months ended June 30, 2002 is
primarily due to an increase in lease cancellation fees. Other income remained
relatively constant for the six months ended June 30, 2002.
The decrease in total expenses for the three months ended June 30, 2002 is
primarily due to a decrease in operating expense. The decrease in operating
expense is primarily due to decreases in payroll related expenses, advertising
expense, and management fees. The decrease in operating expense was partially
offset by increases in utility expenses and insurance expense as a result of
higher insurance premiums at the property. Operating expense remained relatively
constant for the six months ended June 30, 2002 as an increase in insurance
expense was offset by a decrease in management fees and payroll related
expenses. General and administrative, depreciation, interest, and property tax
expenses remained relatively constant for both the three and six months ended
June 30, 2002.
Included in general and administrative expenses at both June 30, 2002 and 2001
are management reimbursements to the General Partner allowed under the
Partnership Agreement. In addition, costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement are also included.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property to assess the
feasibility of increasing rents, maintaining or increasing occupancy levels and
protecting the Partnership from increases in expenses. As part of this plan, the
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 General Partner will
be able to sustain such a plan.
Liquidity and Capital Resources
At June 30, 2002, the Partnership had cash and cash equivalents of approximately
$161,000 as compared to approximately $782,000 at June 30, 2001. The decrease in
cash and cash equivalents of approximately $734,000, from the Partnership's
calendar year end, is due to approximately $601,000 of cash used in financing
activities, approximately $94,000 of cash used in investing activities, and
approximately $39,000 of cash used in operating activities. Cash used in
investing activities consisted of property improvements and replacements and, to
a lesser extent, net deposits to escrow accounts maintained by the mortgage
lender. Cash used in financing activities consisted primarily of distributions
to partners and, to a lesser extent, payments of principal made on the mortgage
encumbering the Partnership's investment property. The Partnership invests its
working capital reserves in interest bearing accounts.
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 and to comply with Federal, state
and local legal and regulatory requirements. Capital improvements planned at the
Partnership's investment property are detailed below.
For 2002, the Partnership has budgeted approximately $110,000 for capital
improvements at Lakewood at Pelham, consisting primarily of interior building
improvements, lighting, and floor covering replacement. The Partnership
completed approximately $72,000 in capital expenditures at Lakewood at Pelham as
of June 30, 2002, consisting primarily of structural and interior building
improvements and floor covering replacement. These improvements were funded from
operations and replacement reserves. Additional improvements may be considered
and will depend on the physical condition of the property as well as the
anticipated cash flow generated by the property and replacement reserve
balances.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The mortgage indebtedness on Lakewood at Pelham of approximately $5,424,000 is
being amortized over 30 years with a balloon payment due July 2005. The General
Partner may attempt to refinance such indebtedness and/or sell the property
prior to such maturity date. If the property cannot be refinanced or sold for a
sufficient amount, the Partnership will risk losing such property through
foreclosure.
On March 9, 1987, the original general partners of the Partnership, on behalf of
the Partnership, filed a voluntary petition under Chapter 11 of the Federal
Bankruptcy Code in U.S. Bankruptcy Court, Central District of California
("Court"). The Partnership continued as Debtor-In-Possession to operate its
business in the ordinary course until the Court confirmed the Partnership's Plan
of Reorganization (The "Plan") effective October 25, 1988. The Plan was approved
by all required classes of creditors.
The Plan required that the Partnership make the following payments on October
20, 1998:
1) First, all existing creditors, except prebankruptcy Class 12 creditors
($23,100), would be satisfied;
2) Limited Partners, both original and substitute, who made additional
capital contributions under the plan would receive a repayment of
the additional contributions totaling approximately $730,000; if
sufficient funds were unavailable to fully satisfy this amount then
a pro-rata portion would be paid based upon available funds;
3) Class 12 creditors would be paid claims aggregating $23,100;
4) Limited Partners who made additional capital contributions and were
original Limited Partners would receive a repayment of their
original capital contributions totaling approximately $9,818,000; if
sufficient funds were unavailable to fully satisfy this amount then
a pro-rata portion would be paid based upon available funds;
5) Limited Partners who did not make additional capital contributions
would receive a repayment of one-third of their original capital
contributions (i.e., one-third of $1,200,000); if sufficient funds
were unavailable to fully satisfy this amount then a pro-rata
portion would be paid based upon available funds.
Additionally, the Plan required CRPTEX, Inc. to make a capital contribution of
$14,500 and loan or expend an additional $117,500 on behalf of the Partnership
on an as-needed basis. The Partnership received the $14,500 capital contribution
but did not require the additional $117,500 to be loaned.
The payments required by numbers 1 and 3 above were timely satisfied. In
addition, all other claims provided for in the Plan then outstanding were
settled on June 25, 1995 when the Partnership refinanced the then outstanding
mortgages encumbering the property. With respect to the amounts due to the
Limited Partners under numbers 2,4, and 5 above there were not sufficient funds
available to completely satisfy these obligations at October 20, 1998.
It was not anticipated that at October 20, 1998 there would be available funds
to fully satisfy the unsecured claims of the Limited Partners, as indicated
under the Plan. The limited partners were approached in August 1998 and asked to
either approve a sale of the Partnership's sole investment property or for the
General Partner to petition the Bankruptcy Court for an extension of the
settlement date. The required fifty-one percent response was not received. As a
result, the Partnership did not make any payments to the Limited Partners on
October 20, 1998 as required by the Plan from available funds. There is no
requirement, however, that the Partnership sell or again refinance the property
in order to pay in part or in whole, the payments to the Limited Partners
referred to above. The General Partner has determined that although all of the
required payments under the Plan to the Limited Partners were not made that no
default exists and that it is proper for the Partnership to continue operating
under the terms of its Partnership Agreement as modified by the Plan.
Since the expiration of the Plan on October 20, 1998, the General Partner had
reserved all excess cash to ensure that the Partnership would be able to meet
its operating and capital improvement needs rather than making pro-rata payments
to the limited partners in accordance with numbers 2, 4, and 5 above. During the
fourth quarter of 2001, the General Partner determined that the Partnership had
accumulated approximately $562,000 in excess funds. Approximately $530,000
($30.82 per limited partnership unit) which had been reserved since 1998 to
ensure that the property was fully able to meet its operating and capital
improvement needs with existing operating funds was distributed during the six
months ended June 30, 2002 in accordance with number 2 above. In addition,
approximately $32,000 (approximately $31,000 to the limited partners or $1.80
per limited partnership unit) was distributed from recent operations during the
six months ended June 30, 2002. Any additional funds will be distributed in
accordance with the terms of the Partnership Agreement as modified by the Plan.
Other
In addition to its indirect ownership of the general partner interests in the
Partnership, AIMCO and its affiliates owned 3,666.5 limited partnership units in
the Partnership representing 21.32% of the outstanding Units at June 30, 2002. A
number of these Units were acquired pursuant to tender offers made by AIMCO or
its affiliates. It is possible that AIMCO or its affiliates will acquire
additional units of limited partnership interest in the Partnership in exchange
for cash or a combination of cash and units in the operating partnership of
AIMCO either through private purchases or tender offers. Under the Partnership
Agreement, unitholders holding a majority of the Units are entitled to take
action with respect to a variety of matters which would include voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner. Although the General Partner owes fiduciary duties to the limited
partners of the Partnership, the General Partner also owed fiduciary duties to
AIMCO as its sole Stockholder. As a result, the duties of the General Partner,
as general partner, to the Partnership and its limited partners may come into
conflict with the duties of the General Partner to AIMCO, as its sole
stockholder.
Critical Accounting Policies and Estimates
The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to make estimates and assumptions. The Partnership believes that of its
significant accounting policies, the following may involve a higher degree of
judgment and complexity.
Impairment of Long-Lived Assets
Investment property is recorded at cost, less accumulated depreciation, unless
considered impaired. If events or circumstances indicate that the carrying
amount of a property may be impaired, the Partnership will make an assessment of
its recoverability by estimating the undiscounted future cash flows, excluding
interest charges, of the property. If the carrying amount exceeds the aggregate
future cash flows, the Partnership would recognize an impairment loss to the
extent the carrying amount exceeds the fair value of the property.
Real property investments are subject to varying degrees of risk. Several
factors may adversely affect the economic performance and value of the
Partnership's investment properties. These factors include changes in the
national, regional and local economic climate; local conditions, such as an
oversupply of multifamily properties; competition from other available
multifamily property owners and changes in market rental rates. Any adverse
changes in these factors could cause an impairment in the Partnership's assets.
Revenue Recognition
The Partnership generally leases apartment units for twelve-month terms or less.
Rental income attributable to leases is recognized monthly as it is earned. The
Partnership will offer rental concessions during particularly slow months or in
response to heavy competition from other similar complexes in the area.
Concessions are charged to income as incurred.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 3.1, Amended and Restated Certificate and Agreement of
Limited Parnters of McCombs Realty Partners, a California
Limited Partnership, incorporated by reference to the exhibits
to the Registrant's Annual Report filed on Form 10-K, filed on
April 13, 1990.
Exhibit 3.2, Certificate of Limited Partnership of the
Partnership, incorporated by reference to the exhibits to the
Registrant's Annual Report filed on Form 10-K, filed on April
13, 1990.
Exhibit 99, Certification of Chief Executive Officer and Chief
Financial Officer
b) Reports on Form 8-K:
Current Report on Form 8-K/A dated June 27, 2002 and filed on
July 16, 2002, disclosing the dismissal of KPMG LLP as the
Registrant's certifying auditor and the appointment of Ernst &
Young LLP, as the certifying auditor for the year ending
December 31, 2002.
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.
MCCOMBS REALTY PARTNERS
By: CRPTEX, INC.
General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Thomas C. Novosel
Thomas C. Novosel
Senior Vice President
and Chief Accounting Officer
Date: August 14, 2002
Exhibit 99
Certification of CEO and CFO
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-QSB of McCombs Realty
Partners (the "Partnership"), for the quarterly period ended June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), Patrick J. Foye, as the equivalent of the Chief Executive Officer of
the Partnership, and Paul J. McAuliffe, as the equivalent of the Chief Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Partnership.
/s/Patrick J. Foye
Name: Patrick J. Foye
Date: August 14, 2002
/s/Paul J. McAuliffe
Name: Paul J. McAuliffe
Date: August 14, 2002
This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.