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 March 31, 1999
[ ] 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 0-14570
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, 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)
MCCOMBS REALTY PARTNERS
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
March 31, 1999
Assets
Cash and cash equivalents $ 332
Receivables and deposits 55
Restricted escrows 353
Other assets 144
Investment properties:
Land $ 499
Buildings and related personal property 5,457
5,956
Less accumulated depreciation (3,531) 2,425
$ 3,309
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 20
Tenant security deposit liabilities 18
Accrued property taxes 22
Other liabilities 64
Mortgage note payable 5,654
Partners' Deficit
General partners $ --
Limited partners (17,196.39 units
issued and outstanding) (2,469) (2,469)
$ 3,309
See Accompanying Notes to Consolidated Financial Statements
b)
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1999 1998
Revenues:
Rental income $ 318 $ 314
Other income 38 29
Total revenues 356 343
Expenses:
Operating 145 144
General and administrative 23 22
Depreciation 57 56
Interest 120 121
Property taxes 23 20
Total expenses 368 363
Net loss $ (12) $ (20)
Net loss allocated to general partners (1%) $ -- $ --
Net loss allocated to limited partners (99%) (12) (20)
$ (12) $ (20)
Net loss per limited partnership unit $ (.70) $ (1.16)
See Accompanying Notes to Consolidated Financial Statements
c)
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Partners' deficit
at December 31, 1998 17,196.39 $ -- $ (2,457) $ (2,457)
Net loss for the three months
ended March 31, 1999 -- -- (12) (12)
Partners' deficit
at March 31, 1999 17,196.39 $ -- $ (2,469) $ (2,469)
See Accompanying Notes to Consolidated Financial Statements
d)
MCCOMBS REALTY PARTNERS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended
March 31,
1999 1998
Cash flows from operating activities:
Net loss $ (12) $ (20)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 57 56
Amortization of loan costs 5 5
Change in accounts:
Receivables and deposits 60 (14)
Other assets (17) 3
Accounts payable 7 (19)
Tenant security deposit liabilities -- (3)
Accrued property taxes (59) 20
Other liabilities (16) (16)
Net cash provided by operating activities 25 12
Cash flows from investing activities:
Property improvements and replacements (9) (17)
Net deposits to restricted escrows (19) (18)
Net cash used in investing activities (28) (35)
Cash flows used in financing activities:
Payments on mortgage note payable (15) (14)
Net decrease in cash and cash equivalents (18) (37)
Cash and cash equivalents at beginning of period 350 451
Cash and cash equivalents at end of period $ 332 $ 414
Supplemental disclosure of cash flow information:
Cash paid for interest $ 115 $ 116
See Accompanying Notes to Consolidated Financial Statements
e)
MCCOMBS REALTY PARTNERS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A- GOING CONCERN
Under the Plan of Reorganization (the "Plan"), McCombs Realty Partners, a
California Limited Partnership, (the "Partnership") was required to pay claims
to limited partners and creditors of approximately $11,000,000 on October 20,
1998. These claims have not been paid as of March 31, 1999. This raises
substantial doubt about the Partnership's ability to continue as a going
concern. In order to attempt to satisfy the remaining claims under the Plan,
the Partnership would be required to sell the investment property. As an
alternative to the sale of the property, the Partnership could attempt to obtain
authorization from the Court and the Limited Partners to extend the settlement
date of October 20, 1998 to a future period. The limited partners were
approached in August 1998 and asked to either approve a sale of the
Partnership's sole investment property or for CRPTEX, Inc. ("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 defaulted on its obligations which were due on October 20, 1998.
The General Partner is continuing to see that the Partnership operates its
business in the ordinary course while it evaluates the best course of action to
follow. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
NOTE B - BASIS OF PRESENTATION
The accompanying unaudited consolidated 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
Article 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 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, 1999 are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 1999. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the annual report on Form 10-KSB for the year ended December
31, 1998 for the Partnership.
Principles of Consolidation
The Partnership's consolidated financial statements include the accounts of
Pelham Place, L.P., a South Carolina limited partnership. Pelham Place, L.P. is
the limited partnership which holds title to Lakewood at Pelham (formerly known
as Pelham Place Apartments). Pelham Place, L.P. is wholly-owned by the
Partnership. All interpartnership transactions have been eliminated.
NOTE C - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged 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, AIMCO acquired 100% ownership interest in
the General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.
NOTE D - 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 as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership. Property management fees are included in operating
expense on the consolidated statements of operations. Reimbursements for
services from affiliates are included in general and administrative expense and
operating expense in the consolidated statements of operations. The following
transactions with the General Partner and its affiliates were incurred during
the three months ended March 31, 1999 and 1998:
1999 1998
(in thousands)
Property management fees $ 18 $ 18
Reimbursement for services from affiliates 14 12
During the three months ended March 31, 1999 and 1998, 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 $18,000 for each of the
three months ended March 31, 1999 and 1998.
Affiliates of the General Partner received reimbursements of accountable
administrative expenses amounting to approximately $14,000 and $12,000 for the
three months ended March 31, 1999 and 1998, respectively.
NOTE E - SEGMENT INFORMATION
Description of the Types of Products and Services from which the Reportable
Segment Derives its Revenues: The Partnership has one reportable segment:
residential properties. The Partnership's residential property segment consists
of one apartment complex located in Greenville, South Carolina. The Partnership
rents apartment units to tenants for terms that are typically twelve months or
less.
Measurement of Segment Profit or Loss: The Partnership evaluates performance
based on net income. The accounting policies of the reportable segment are the
same as those of the Partnership as described in the Partnership's annual report
on Form 10-KSB for the year ended December 31, 1998.
Segment information for the three months ended March 31, 1999 and 1998 is shown
in the tables below (in thousands). The "Other" column includes partnership
administration related items and income and expense not allocated to the
reportable segment.
1999
Residential Other Totals
Rental income $ 318 $ -- $ 318
Other income 35 3 38
Interest expense 120 -- 120
Depreciation 57 -- 57
General and administrative expense -- 23 23
Segment profit (loss) 8 (20) (12)
Total assets 3,027 282 3,309
Capital expenditures for investment
property 9 -- 9
1998
Residential Other Totals
Rental income $ 314 $ -- $ 314
Other income 25 4 29
Interest expense 121 -- 121
Depreciation 56 -- 56
General and administrative expense -- 22 22
Segment loss (2) (18) (20)
Total assets 3,123 372 3,495
Capital expenditures for investment
property 17 -- 17
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 three
months ended March 31, 1999 and 1998:
Average
Occupancy
Property 1999 1998
Lakewood at Pelham
Greenville, South Carolina 91% 89%
Results of Operations
The Partnership realized a net loss for the three months ended March 31, 1999 of
approximately $12,000 as compared to a net loss of approximately $20,000 for the
corresponding period in 1998. The decrease in net loss for 1999 was primarily
due to an increase in total revenues partially offset by an increase in total
expenses. Revenues increased due to an increase in rental income, as well as an
increase in other income. Rental income increased as a result of increased
occupancy at the property. Other income increased in 1999 primarily due to
increases in tenant-related fees and corporate unit income. Total expenses
increased slightly primarily due to an increase in property tax expense related
to an increase in the tax rate for the property. Other expenses remained
relatively constant over the two periods presented. Included in general and
administrative expenses for the three months ended March 31, 1999 and 1998 are
reimbursements to the General Partner allowed under the Partnership Agreement
associated with its management of the Partnership. 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 expense. 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 March 31, 1999, the Partnership had cash and cash equivalents of
approximately $332,000 as compared to approximately $414,000 at March 31, 1998.
The net decrease in cash and cash equivalents for the three months ended March
31, 1999 from the Partnership's year ended December 31, 1998 is approximately
$18,000. The decrease in cash and cash equivalents is due to approximately
$28,000 of cash used in investing activities and approximately $15,000 of cash
used in financing activities partially offset by approximately $25,000 of cash
provided by operating activities. Cash used in investing activities consisted
of property improvements and replacements and net deposits to escrow accounts
maintained by the mortgage lender. Cash used in financing activities consisted
of payments of principal made on the mortgage encumbering the Partnership's
investment property. The Partnership invests its working capital reserves in a
money market account.
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 including satisfaction of remaining
claims related to the Partnership's Plan of Reorganization, as described below,
and to comply with Federal, state, and local legal and regulatory requirements.
Capital improvements planned for the Partnership's investment property are
detailed below.
Lakewood at Pelham
During the three months ended March 31, 1999, the Partnership expended
approximately $9,000 for capital improvements at Lakewood at Pelham, consisting
primarily of floor covering and appliance replacements. These improvements were
funded from operating cash flow. Based on a report received from an independent
third party consultant analyzing necessary exterior improvements and estimates
made by the General Partner on interior improvements, it is estimated that the
property requires approximately $232,000 of capital improvements over the near
term. Capital improvements budgeted for 1999 include, but are not limited to,
exterior building improvements, major carpet and vinyl replacement, and
landscaping, which are expected to cost approximately $210,000.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. Partnership reserves are
sufficient to cover the estimated costs of the capital improvements planned for
1999. However, the Partnership does not have sufficient assets to fulfill its
obligations under the Plan of Reorganization ("Plan") and in fact defaulted on
its obligations due October 20, 1998. See discussion below for detail as to the
Partnership's Plan with respect to meeting its short term needs under the Plan.
No distributions were declared or paid during either of the three months ended
March 31, 1999 or 1998, and none are expected in the future.
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 Court of California
("Court"). The Partnership continued as Debtor-In-Possession to operate its
business in the ordinary course subject to control of the Court until the Court
confirmed the Partnership's Plan effective October 25, 1988. The Plan was
approved by all required classes of creditors.
The Plan provides for the following claim priorities as of March 31, 1999:
1)First, all creditors, except Class 12 creditors ($23,100), will be satisfied;
2)Limited Partners, both original and substitute, who made additional capital
contributions will be paid claims in the amount of the additional
contributions of approximately $730,000 on October 20, 1998;
3)Class 12 creditors will be paid claims aggregating $23,100 on October 20,
1998;
4)Limited Partners who made additional capital contributions and who were
original Limited Partners will be paid existing capital contributions of
approximately $9,818,000 on October 20, 1998;
5)Limited Partners who did not make additional capital contributions will be
paid one-third of existing capital contributions (one-third of $1,200,000) on
October 20, 1998.
All other claims noted in the Plan were settled on June 25, 1995 when the
Partnership refinanced the then outstanding mortgages encumbering the property.
Additionally, the Plan calls for CRPTEX, Inc. (the "General Partner") 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 has not required the additional $117,500.
In order to attempt to satisfy the remaining claims under the Plan, the
Partnership would be required to sell the investment property, or as an
alternative, the Partnership could attempt to obtain authorization from the
Court and the Limited Partners to extend the settlement date of October 20, 1998
to a future period. 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 defaulted on its obligations which were due on October
20, 1998. The General Partner is continuing to see that the Partnership
operates its business in the ordinary course while it evaluates the best course
of action to follow. Additionally, the Partnership's mortgage indebtedness of
approximately $5,654,000 matures in July 2005, and would require a property sale
or refinancing at that time. 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 obligations in 1999 or beyond.
Year 2000 Compliance
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 digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent"). Any of the 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.
Over the past two years, 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
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers, routers and
desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
March 31, 1999, had completed approximately 75% of this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by July
31, 1999.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at all
properties, is $200,000, and the implementation and the testing process is
expected to be completed by July 31, 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
July 31, 1999.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by July 31, 1999.
Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of March 31, 1999 the Managing Agent has
evaluated approximately 86% of the operating equipment for the Year 2000
compliance.
The total cost incurred for all properties managed by the Managing Agent as of
March 31, 1999 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by August 30, 1999.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation 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.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
PART II - OTHER INFORMATION
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 three months ended March 31, 1999.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly 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/ Carla R. Stoner
Carla R. Stoner
Senior Vice President Finance and
Administration
Date: May 13, 1999