UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-15740
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-2924048
(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
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 2003
Assets
Cash and cash equivalents $ 727
Receivables and deposits 226
Restricted escrow 342
Other assets 894
Investment property:
Land $ 6,357
Buildings and related personal property 78,275
84,632
Less accumulated depreciation (47,935) 36,697
$ 38,886
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 330
Tenant security deposit liabilities 243
Accrued property taxes 213
Other liabilities 709
Mortgage notes payable 57,155
Partners' Deficit:
General partner $ (1,449)
Limited partners (566 units issued and outstanding) (18,315) (19,764)
$ 38,886
See Accompanying Notes to Financial Statements
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended
March 31,
2003 2002
Revenues:
Rental income $ 3,123 $ 3,245
Other income 365 488
Total revenues 3,488 3,733
Expenses:
Operating 1,337 1,175
General and administrative 140 130
Depreciation 945 877
Interest 1,082 952
Property taxes 213 211
Total expenses 3,717 3,345
Net (loss) income $ (229) $ 388
Net (loss) income allocated to general partner (3%) $ (7) $ 12
Net (loss) income allocated to limited partners (97%) (222) 376
$ (229) $ 388
Net (loss) income per limited partnership unit $ (392.23) $ 664.31
Distributions per limited partnership unit $1,005.30 $ --
See Accompanying Notes to Financial Statements
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 566 $ -- $ 47,533 $ 47,533
Partners' deficit at
December 31, 2002 566 $(1,436) $(17,524) $(18,960)
Distributions to Partners (6) (569) (575)
Net loss for the three months
ended March 31, 2003 -- (7) (222) (229)
Partners' deficit
at March 31, 2003 566 $(1,449) $ (18,315) $(19,764)
See Accompanying Notes to Financial Statements
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
2003 2002
Cash flows from operating activities:
Net (loss) income $ (229) $ 388
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation 945 877
Amortization of loan costs 12 10
Change in accounts:
Receivables and deposits 52 (70)
Other assets 18 (187)
Due to affiliates -- 120
Accounts payable 94 33
Tenant security deposit liabilities 11 (27)
Accrued property taxes 213 211
Other liabilities (159) 39
Net cash provided by operating activities 957 1,394
Cash flows from investing activities:
Property improvements and replacements (742) (1,071)
Net withdrawals from restricted escrows 574 --
Net cash used in investing activities (168) (1,071)
Cash flows from financing activities:
Payments on mortgage notes payable (401) (304)
Distributions to partners (575) --
Net cash used in financing activities (976) (304)
Net (decrease) increase in cash and cash equivalents (187) 19
Cash and cash equivalents at beginning of period 914 249
Cash and cash equivalents at end of period $ 727 $ 268
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,070 $ 941
At December 31, 2002, March 31, 2002, and December 31, 2001, property
improvements and replacements and accounts payable were adjusted by
approximately $639,000, $299,000, and $1,078,000 respectively, for non-cash
activity.
See Accompanying Notes to Financial Statements
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited financial statements of Riverside Park Associates
Limited Partnership (the "Partnership" or "Registrant") 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 general partner of the Partnership is Winthrop
Financial Associates, A Limited Partnership (the "General Partner" or "WFA").
NHP Management Company ("NHP"), the associate general partner of the General
Partner and an affiliate of Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust, has the right to
cause the General Partner to take such action as it deems advisable with respect
to the Partnership. 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 month period
ended March 31, 2003 are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 2003. For further information,
refer to the financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2002.
Note B - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on NHP and its affiliates for
the management and administration of all Partnership activities. The Partnership
Agreement provides for certain payments to affiliates for services based on a
percentage of revenue and an annual partnership and investor service fee of
$110,000 subject to a 6% annual increase. For 2003, the fee is approximately
$264,000.
During the three months ended March 31, 2003 and 2002, affiliates of NHP were
entitled to receive 4% of gross receipts from the Partnership's investment
property for providing property management services. The Partnership paid to
such affiliates approximately $137,000 and $140,000 for the three months ended
March 31, 2003 and 2002, respectively, which are included in operating expenses.
Affiliates of NHP received reimbursement of accountable administrative expenses
amounting to approximately $221,000 and $365,000 for the three months ended
March 31, 2003 and 2002, respectively, which are included in general and
administrative expenses and investment property. Included in these amounts are
fees related to construction management services provided by an affiliate of NHP
of approximately $91,000 and $245,000 for the three months ended March 31, 2003
and 2002, respectively. The construction management service fees are calculated
based on a percentage of current additions to investment property.
The Partnership insures 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 NHP. During
2003 and 2002, the Partnership's cost for insurance coverage and fees associated
with policy claims administration provided by AIMCO and its affiliates will be
approximately $167,000 and $202,000.
Note C - Contingencies
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government regulations. The discussions of the Registrant's
business and results of operations, including forward-looking statements
pertaining to such matters, do not take into account the effects of any changes
to the Registrant's business and results of operations. Actual results may
differ materially from those described in the forward-looking statements and
will be affected by a variety of risks and factors including, without
limitation: national and local economic conditions; the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive environment in which the Registrant operates; financing risks,
including the risk that cash flows from operations may be insufficient to meet
required payments of principal and interest; real estate risks, including
variations of real estate values and the general economic climate in local
markets and competition for tenants in such markets; and possible environmental
liabilities. Readers should carefully review the Registrant's financial
statements and the notes thereto, as well as the risk factors described in the
documents the Registrant files from time to time with the Securities and
Exchange Commission.
The Partnership's sole asset is an apartment complex known as Riverside Park
Apartments located in Fairfax County, Virginia. Average occupancy for the three
months ended March 31, 2003 and 2002 was 95% and 96%, respectively.
Results of Operations
The Partnership's net loss for the three months ended March 31, 2003 was
approximately $229,000 as compared to net income of approximately $388,000 for
the three months ended March 31, 2002. The decrease in net income is due to an
increase in total expenses and a decrease in total revenues. Total expenses
increased due to increases in operating, depreciation, interest and general and
administrative expenses. Property tax expense remained relatively constant for
the comparable periods. The increase in operating expenses is primarily due to
increases in payroll related expenses, contract maintenance expense, snow
removal, utility expenses, and advertising expense. Interest expense increased
as a result of a second mortgage obtained on the Partnership's investment
property in 2002, which resulted in a larger debt balance (as discussed in
"Liquidity and Capital Resources"), partially offset by scheduled principal
payments resulting in a lower carrying balance of the first mortgage encumbering
the property. The increase in depreciation expense is due to property
improvements and replacements placed into service during the past twelve months.
General and administrative expenses increased primarily due to an increase in
the annual partnership and investor service fee as allowed under the Partnership
Agreement. Included in general and administrative expenses for the three months
ended March 31, 2003 and 2002 are management reimbursements to NHP and its
affiliates as 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.
Total revenues decreased due to decreases in both rental and other income.
Rental income decreased primarily due to decreases in occupancy and the average
rental rate at the Partnership's investment property. The decrease in other
income is primarily due to a decrease in utility reimbursements.
As part of the ongoing business plan of the Partnership, NHP 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, NHP 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 NHP will be able to sustain such a plan.
Liquidity and Capital Resources
At March 31, 2003, the Partnership had cash and cash equivalents of
approximately $727,000, compared to approximately $268,000 at March 31, 2002.
The decrease in cash and cash equivalents of approximately $187,000, from
December 31, 2002, is due to approximately $976,000 of cash used in financing
activities and approximately $168,000 of cash used in investing activities,
partially offset by approximately $957,000 of cash provided by operating
activities. Cash used in financing activities consisted of payments of principal
made on the mortgages encumbering the Partnership's investment property and
distributions to partners. Cash used in investing activities consisted of
property improvements and replacements, partially offset by net receipts from an
escrow account maintained by the mortgage lender. 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. The General Partner monitors
developments in the area of legal and regulatory compliance and is studying new
federal laws, including the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act
of 2002 mandates or suggests additional compliance measures with regard to
governance, disclosure, audit, and other areas. In light of these changes, the
Partnership expects that it will incur higher expenses related to compliance,
including increased legal and audit fees. Capital improvements planned for the
Partnership's investment property are as follows.
During the three months ended March 31, 2003, the Partnership completed
approximately $103,000 of capital improvements at the property, consisting
primarily of interior improvements, major landscaping, heating upgrades and
floor covering replacement. These improvements were funded from operations and
replacement reserves. The Partnership evaluates the capital improvement needs of
the property during the year and currently expects to complete an additional
$266,000 in capital improvements during the remainder of 2003. The additional
capital improvements will consist primarily of HVAC upgrades, floor covering
replacement and building improvements. Additional capital 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 reserves.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such capital
improvements are completed, the Partnership's distributable cash flow, if any,
may be adversely affected at least in the short term.
The Partnership's assets are thought to be sufficient for any near-term needs
(exclusive of capital improvements) of the Partnership. The first mortgage
indebtedness of approximately $47,798,000 is being amortized over 240 months
until the loan matures on July 1, 2020 at which time the loan will be fully
amortized. On August 2, 2002, the Partnership obtained a second mortgage loan on
its investment property in the amount of $9,500,000. The second mortgage carries
a stated interest rate of 6.50%. Principal and interest payments on the second
mortgage of approximately $75,000 are due monthly until the loan matures in July
2020, at which time the loan will be fully amortized.
The Partnership distributed the following amounts during the three months ended
March 31, 2003 and 2002 (in thousands, except per unit data):
Three Months Per Three Months Per
Ended Limited Ended Limited
March 31, Partnership March 31, Partnership
2003 Unit 2002 Unit
Financing
Proceeds (1) $ 575 $1,005.30 $ -- $ --
(1) From proceeds from the second mortgage loan obtained in August 2002.
The Partnership's cash available for distribution is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from operations, the availability of cash reserves, and the timing of the debt
maturity, refinancing and/or property sale. There can be no assurance, however,
that the Partnership will generate sufficient funds from operations after
required capital expenditures to permit any additional distributions to its
partners during the remainder of 2003 or subsequent periods.
Other
In addition to its indirect ownership of the general partner interests in the
Partnership, AIMCO and its affiliates owned 382.91 limited partnership units
(the "Units") in the Partnership representing 67.65% of the outstanding Units at
March 31, 2003. 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. As a result of its ownership of 67.65% of the outstanding
Units, AIMCO is in a position to control all voting decisions with respect to
the Partnership. Although the associate general partner of the General Partner
owes fiduciary duties to the limited partners of the Partnership, the associate
general partner of the General Partner also owes fiduciary duties to AIMCO, as
its sole stockholder. As a result, the duties of the associate general partner,
as managing general partner, to the Partnership and its limited partners may
come into conflict with the duties of the associate general partner to AIMCO, as
its sole stockholder.
Critical Accounting Policies and Estimates
The 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 the 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 property. 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 and
the Partnership fully reserves all balances outstanding over thirty days. 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.
Item 3. Controls and Procedures
The principal executive officer and principal financial officer of the associate
general partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer, respectively, have, within 90 days of
the filing date of this quarterly report, evaluated the effectiveness of the
Partnership's disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and procedures are adequate. There have been no significant changes in the
Partnership's internal controls or in other factors that could significantly
affect the Partnership's internal controls since the date of evaluation. The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 3.1 Riverside Park Associates Limited Partnership Amended and
Restated Limited Partnership Agreement, dated July 15, 1986;
incorporated by reference to the Exhibits to the Registrant's
Registration Statement on Form 10, filed on April 29, 1987.
(Commission Partnership file number 0-15740).
Exhibit 3.2 Certificate of Limited Partnership of Riverside Park
Associates Limited Partnership, filed with the Secretary of
State of Delaware May 14, 1986; incorporated by reference to
the exhibits to the Registrant's Annual Report filed on Form
10-K on March 30, 1988.
Exhibit 3.3 Amendment to Amended and Restated Partnership Agreement of
Riverside Park Associates Limited Partnership dated August 23,
1995; incorporated by reference to the Exhibits to the
Registrant's Annual Report filed on Form 10-KSB, filed on
March 31, 1998.
Exhibit 99 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 2003.
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.
RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
By: WINTHROP FINANCIAL ASSOCIATES,
A LIMITED PARTNERSHIP,
General Partner
By: NHP Management Company,
Associate 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: May 13, 2003
CERTIFICATION
I, Patrick J. Foye, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Riverside Park
Associates Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/Patrick J. Foye
Patrick J. Foye
Executive Vice President of NHP Management
Company, equivalent of the chief executive
officer of the Partnership
CERTIFICATION
I, Paul J. McAuliffe, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Riverside Park
Associates Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/Paul J. McAuliffe
Paul J. McAuliffe
Executive Vice President and Chief Financial
Officer of NHP Management Company,
equivalent of the chief financial officer of
the Partnership
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 Riverside Park
Associates Limited Partnership (the "Partnership"), for the quarterly period
ended March 31, 2003 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: May 13, 2003
/s/Paul J. McAuliffe
Name: Paul J. McAuliffe
Date: May 13, 2003
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.