FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT
UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. 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 September 30, 1998
[ ] 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 0-13408
CENTURY PROPERTIES FUND XX
(Exact name of small business issuer as specified in its charter)
California 94-2930770
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
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)
CENTURY PROPERTIES FUND XX
BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
September 30, 1998
Assets
Cash and cash equivalents $ 9,081
Receivables and deposits 663
Other assets 886
Investment properties:
Land $ 6,495
Buildings and related personal property 43,772
50,267
Less accumulated depreciation (19,234) 31,033
$ 41,663
Liabilities and Partners' Deficit
Liabilities:
Accounts payable $ 52
Tenant security deposit liabilities 192
Accrued property taxes 382
Accrued interest-promissory notes 628
Other liabilities 64
Non-recourse promissory notes:
Principal 31,386
Deferred interest payable 17,309
Partners' Deficit:
General partner's $ (1,492)
Limited partners' (61,814 units issued and
outstanding) (6,858) (8,350)
$ 41,663
See Accompanying Notes to Financial Statements
b)
CENTURY PROPERTIES FUND XX
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
Revenues:
Rental income $ 1,751 $ 1,830 $ 5,644 $ 5,319
Other income 149 142 432 381
Income from deficiency
certificate settlement -- -- 256 --
Total revenues 1,900 1,972 6,332 5,700
Expenses:
Operating 717 720 2,091 2,096
General and administrative 186 182 610 614
Depreciation 419 406 1,243 1,198
Amortization of sales
commissions and
organizational costs 81 81 244 244
Interest to promissory
note holders 628 628 1,883 1,883
Property taxes 148 148 445 466
Total expenses 2,179 2,165 6,516 6,501
Net loss $ (279) $ (193) $ (184) $ (801)
Net loss allocated
to general partner (2%) $ (6) $ (4) $ (4) $ (16)
Net loss allocated
to limited partners (98%) (273) (189) (180) (785)
$ (279) $ (193) $ (184) $ (801)
Net loss per limited
partnership unit $ (4.42) $ (3.06) $ (2.91) $(12.70)
See Accompanying Notes to Financial Statements
c)
CENTURY PROPERTIES FUND XX
STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 61,814 $ -- $30,907 $30,907
Partners' deficit at
December 31, 1997 61,814 $(1,475) $ (6,678) $ (8,153)
Distribution to general partner -- (13) -- (13)
Net loss for the nine months
ended September 30, 1998 -- (4) (180) (184)
Partners' deficit at
September 30, 1998 61,814 $(1,492) $(6,858) $(8,350)
See Accompanying Notes to Financial Statements
d)
CENTURY PROPERTIES FUND XX
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1998 1997
Cash flows from operating activities:
Net loss $ (184) $ (801)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 1,243 1,198
Amortization of deferred charges 402 378
Deferred interest on non-recourse promissory
notes 942 941
Rent abatement (300) --
Loss on disposal of property 26 --
Changes in accounts:
Receivables and deposits (403) (132)
Other assets (9) 7
Accounts payable 4 (124)
Tenant security deposit liabilities 10 5
Accrued property taxes 369 203
Accrued interest-promissory notes 314 314
Other liabilities -- 13
Net cash provided by operating activities 2,414 2,002
Cash flows from investing activities:
Property improvements and replacements (391) (585)
Lease commissions paid (243) (195)
Net cash used in investing activities (634) (780)
Cash flows used in financing activities:
Distribution paid to general partner (13) (13)
Net increase in cash and cash equivalents 1,767 1,209
Cash and cash equivalents at beginning of period 7,314 6,274
Cash and cash equivalents at end of period $ 9,081 $ 7,483
Supplemental disclosure of cash flow information:
Cash paid for interest $ 628 $ 628
Supplemental disclosure of non cash investing
information:
Tenant improvements funded through rent abatement $ 300 $ --
See Accompanying Notes to Financial Statements
e)
CENTURY PROPERTIES FUND XX
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - GOING CONCERN
The accompanying financial statements have been prepared assuming Century
Properties Fund XX (the "Partnership") will continue as a going concern, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. The Non-Recourse Promissory Notes (the "Notes") will
total approximately $48,903,000 in principal and deferred interest at the
maturity date of November 30, 1998. Fox Capital Management Corporation ("FCMC
or the "Managing General Partner") believes that the aggregate value of the
Partnership's real properties may not be sufficient to enable the Partnership to
refinance the maturing debt or sell the properties for an amount equal to or in
excess of the maturing Notes. The Managing General Partner has met with the
indenture trustee with respect to the pending maturity. Any modification to the
existing loan would require the consent of the holders of the Notes. If the
Partnership is unable to refinance the existing indebtedness, obtain a loan
extension, modify the Notes, or a standstill agreement cannot be negotiated to
enable the Partnership time to liquidate its properties, it is likely that the
Partnership's properties will be lost through foreclosure. However, there can
be no assurance that these courses of action will be successful and that the
Partnership will have sufficient funds to meet its 1998 obligations. These
conditions raise substantial doubt about the Partnership's ability to continue
as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Partnership be
unable to continue as a going concern.
NOTE B - BASIS OF PRESENTATION
The accompanying unaudited financial statements of the 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. 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 three and nine
month periods ended September 30, 1998, are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 1998. 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, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 presentation.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The general partner of the Partnership is Fox Partners III, a California general
partnership, whose general partners are FCMC, a California corporation, Fox
Realty Investors ("FRI"), a California general partnership, and Fox Partners 84,
a California general partnership. NPI Equity Investments II, Inc. ("NPI
Equity"), a Florida corporation, is the managing general partner of FRI.
Insignia Properties Trust ("IPT") is the sole shareholder of both FCMC and NPI
Equity (see "Note E").
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 certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with the Managing General Partner and its affiliates
were incurred during the nine months ended September 30, 1998 and 1997:
1998 1997
(in thousands)
Property management fees (included in operating
expenses) $114 $ 111
Reimbursement for services of affiliates, including
approximately $1,000 and $4,000 in construction
oversight reimbursements in 1998 and 1997,
respectively, (included in investment properties
and operating and general and administrative
expenses) 160 158
Partnership management fee (included in general
and administrative expenses) 36 36
For the period from January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner but with an 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 master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which received payments on these obligations from the agent. The amount
of the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.
NOTE C - CONTINGENCY
On January 24, 1990, a settlement agreement was executed by and between the
Partnership and certain defendants in connection with legal proceedings at
Commonwealth Centre. Lincoln Property Company ("Lincoln"), one of the
defendants, provided the Partnership with a deficiency certificate totaling
$1,250,000 pursuant to Lincoln's company-wide debt restructuring plan.
Effective December 31, 1994, the obligators under this collateral pool agreement
exercised their right to extend the maturity date of the deficiency certificates
to December 31, 1997. The senior obligators have accepted an offer to settle
the outstanding amounts due from Lincoln at a discounted rate. The Managing
General Partner was obligated to accept the settlement which equated to
approximately $256,000. Prior to this settlement, the Partnership had not
recorded the certificate in the financial statements due to the uncertainty of
receiving any funds.
With receipt of this settlement during the nine months ended September 30, 1998,
the Partnership has recorded income from the settlement in the financial
statements. The current settlement relates to the cash available to distribute
in the collateral pool. If any assets are sold from this collateral pool, there
is a possibility that the Partnership could receive further funds; however,
there is no guarantee that this will occur.
NOTE D - RENT ABATEMENT
On January 1, 1998, a tenant of Linpro Park I entered into a five year lease
agreement. The lease provided for a renovation allowance equal to $7.00 per
square foot to reimburse the tenant for improvements made to accommodate the
tenant. This allowance is for the twelve month period beginning January 1,
1998, and ending December 31, 1998. As of September 30, 1998, $300,000 of
improvements have been completed. The allowance is reflected on the financial
statements as a rent abatement and is included as rental income.
NOTE E - TRANSFER OF CONTROL - SUBSEQUENT EVENT
On October 1, 1998, Insignia Financial Group, Inc. ("Insignia") completed its
merger with and into Apartment Investment and Management Company ("AIMCO"), a
publicly traded real estate investment trust, with AIMCO being the surviving
corporation (the "Insignia Merger"). As a result of the Insignia Merger, AIMCO
acquired control of the Managing General Partner. In addition, AIMCO also
acquired approximately 51% of the outstanding common shares of beneficial
interest of IPT, the sole shareholder of the Managing General Partner. Also,
effective October 1, 1998, IPT and AIMCO entered into an Agreement and plan of
Merger pursuant to which IPT is to be merged with and into AIMCO or a subsidiary
of AIMCO (the "IPT Merger"). The IPT Merger requires the approval of the
holders of a majority of the outstanding IPT Shares. AIMCO has agreed to vote
all of the IPT Shares owned by it in favor of the IPT Merger and has granted an
irrevocable limited proxy to unaffiliated representatives of IPT to vote the IPT
Shares acquired by AIMCO and its subsidiaries in favor of the IPT Merger. As a
result of AIMCO's ownership and its agreement, the vote of no other holder of
IPT is required to approve the merger. The Managing General Partner does not
believe that this transaction will have a material effect on the affairs and
operations of the Partnership.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Partnership's investment properties consist of two apartment complexes,
three office buildings, and two business parks. The following table sets forth
the average occupancy of the properties for the nine months ended September 30,
1998 and 1997:
Average
Occupancy
Property 1998 1997
Commonwealth Centre (1) 96% 84%
Dallas, Texas
Crabtree Office Center 97% 99%
Raleigh, North Carolina
Linpro Park I (2) 94% 99%
Reston, Virginia
Metcalf 103 Office Park 97% 97%
Overland Park, Kansas
Highland Park Commerce Center (3) 98% 94%
Charlotte, North Carolina
Harbor Club Downs 94% 96%
Palm Harbor, Florida
The Corners Apartments 91% 93%
Spartanburg, South Carolina
(1) The increase in occupancy at Commonwealth Center is due to four new tenants
occupying a total of 23,019 square feet and one existing tenant expanding
into unoccupied space.
(2) The decrease in occupancy at Linpro Park I is due to a decrease in demand
for Class A space in the Reston, Virginia market.
(3) The increase in occupancy at Highland Park results from the addition of two
new tenants and the expansion of an existing tenant.
The Partnership realized a net loss of approximately $279,000 and $184,000 for
the three and nine month periods ended September 30, 1998, respectively, as
compared to a net loss of approximately $193,000 and $801,000 for the three and
nine month periods ended September 30, 1997. The increase in net loss for the
three month period ended September 30, 1998, versus the same period in 1997, is
primarily attributable to a decrease in rental income. Rental income decreased
due to decreases in occupancy at four of the Partnership's investment
properties.
The decrease in net loss for the nine month period ended September 30, 1998,
versus the same period in 1997, is primarily attributed to an increase in
revenues primarily as a result of a renovation allowance at Linpro Park 1 of
approximately $300,000 in 1998 (see "Item 1. Financial Statements, Note D" for
further discussion) and the recognition of approximately $256,000 from the
settlement on the deficiency certificate due from Lincoln Property Company. The
settlement relates to legal proceedings at Commonwealth Center (see "Item 1.
Financial Statements, Note C" for further discussion). Also contributing to the
decrease in net loss is an increase in other income due to an increase in
interest income resulting from larger cash balances held in interest bearing
accounts. Property taxes decreased for the nine month period ended September 30,
1998, versus the same period in 1997, due to a one time assessment paid in 1997
at Harbor Club Downs relating to a repaving project. Depreciation expense
increased for the three and nine month periods primarily due to an increase in
depreciable assets placed in service at Metcalf 103 Office Park.
Included in operating expenses for the nine month period ended September 30,
1998, is approximately $67,000 of major repairs and maintenance, consisting
primarily of landscaping. Included in operating expenses for the nine month
period ended September 30, 1997, was approximately $86,000 of major repairs and
maintenance consisting primarily of landscaping and exterior building, parking
lot and tennis court repairs.
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, 1998, the Partnership held cash and cash equivalents of
approximately $9,081,000, as compared to approximately $7,483,000 at September
30, 1997. Cash and cash equivalents increased approximately $1,767,000 during
the nine month period ended September 30, 1998, compared to an increase of
approximately $1,209,000 during the corresponding period in 1997. Net cash
provided by operating activities increased primarily as a result of a decrease
in net loss, as discussed above, and an increase in accrued property taxes and
accounts payable due to the timing of payments. Partially offsetting the
increase in cash provided by operating activities was an increase in receivables
and deposits, due primarily to an increase in tax and insurance escrows. Net
cash used in investing activities decreased as a result of a decrease in
expenditures for property improvements and replacements.
In order to finance the purchase of its properties, the Partnership sold
Nonrecourse Pension Investor Notes with an aggregate original principal amount
of $49,348,500 (the "Notes"). Pursuant to the terms of the Notes, the
Partnership was required to pay interest at a rate of 4% per annum on the Notes,
and accrue the additional 4% per annum due on the Notes. The Notes are secured
by all of the Partnership's properties. The Notes, which have a balance of
principal and accrued interest of approximately $48,695,000, mature on November
30, 1998. The Managing General Partner believes that the aggregate value of the
Partnership's real properties may not be sufficient to enable the Partnership to
refinance the maturing debt or sell the properties for an amount equal to or in
excess of the maturing Notes. The Managing General Partner has met with the
indenture trustee with respect to the pending maturity. Any modification to the
existing loan would require the consent of the holders of the Notes. If the
Partnership is unable to refinance the existing indebtedness, obtain a loan
extension, modify the Notes or a standstill agreement cannot be negotiated to
enable the Partnership time to liquidate its properties, it is likely that the
Partnership's properties will be lost through foreclosure. If the properties
are foreclosed upon, the Partnership would be dissolved, any available cash
would be distributed and limited partners would lose their investment in the
Partnership. It is expected that the Partnership would recognize a gain for
tax purposes if the properties were foreclosed upon. In light of the pending
maturity of the Notes, no distributions were made to the limited partners for
the nine months ended September 30, 1998 or 1997.
Transfer of Control; Subsequent Event
On October 1, 1998, Insignia completed its merger with and into AIMCO, a
publicly traded real estate investment trust, with AIMCO being the surviving
corporation (the "Insignia Merger"). As a result of the Insignia Merger, AIMCO
acquired control of the Managing General Partner. In addition, AIMCO also
acquired approximately 51% of the outstanding common shares of beneficial
interest of IPT, the sole shareholder of the Managing General Partner. Also,
effective October 1, 1998, IPT and AIMCO entered into an Agreement and plan of
Merger pursuant to which IPT is to be merged with and into AIMCO or a subsidiary
of AIMCO (the "IPT Merger"). The IPT Merger requires the approval of the
holders of a majority of the outstanding IPT Shares. AIMCO has agreed to vote
all of the IPT Shares owned by it in favor of the IPT Merger and has granted an
irrevocable limited proxy to unaffiliated representatives of IPT to vote the IPT
Shares acquired by AIMCO and its subsidiaries in favor of the IPT Merger. As a
result of AIMCO's ownership and its agreement, the vote of no other holder of
IPT is required to approve the merger. The Managing General Partner does not
believe that this transaction will have a material effect on the affairs and
operations of the Partnership.
Year 2000
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.
Status of Progress in Becoming Year 2000 Compliant
The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. To date, the
Managing Agent has fully completed its assessment of all information systems
that could be significantly affected by the Year 2000, and has begun the
remediation, testing and implementation phase on both hardware and software
systems. Assessments are continuing in regards to embedded systems in operating
equipment. The Managing Agent anticipates having all phases complete by June 1,
1999.
In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. The focus of the Managing General Partner was to the security
systems, elevators, heating-ventilation-air-conditioning systems, telephone
systems and switches, and sprinkler systems. The Managing General Partner is
currently engaged in the identification of all non-compliant operational
systems, and is in the process of estimating the costs associated with any
potential modifications or replacements needed to such systems in order for them
to be Year 2000 compliant. It is not expected that such costs would have a
material adverse affect upon the operations of the Partnership.
Risk Associated with the Year 2000
The Managing General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Managing General Partner is
not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Managing General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Managing General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO. The complaint seeks
monetary damages and equitable relief, including judicial dissolution of the
Partnership. On June 25, 1998, the Managing General Partner filed a motion
seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs have filed an amended complaint. The Managing General Partner has
filed demurrers to the amended complaint which are scheduled to be heard on
January 8, 1999. The Managing General Partner believes the action to be without
merit, and intends to vigorously defend it.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner believes that all such
pending or outstanding litigation will be resolved without a material adverse
effect upon the business, financial condition, or operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) 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,
1998.
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.
CENTURY PROPERTIES FUND XX
By: Fox Partners III,
Its General Partner
By: Fox Capital Management Corporation
Its Managing General Partner
By: /s/Patrick Foye
Patrick Foye
Executive Vice President
By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)
Date: November 16, 1998