1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1994 ------------------ Commission file number 0-13120 ----------------- AMERICAN INSURED MORTGAGE INVESTORS ----------------------------------------------------------------- (Exact name of registrant as specified in charter) California 13-3180848 ------------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11200 Rockville Pike, Rockville, Maryland 20852 ----------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code) (301) 468-9200 ----------------------------------------------------------------- (Registrant's telephone number, including area code) Indicated by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- As of August 2, 1994, 10,000,000 depository units of limited partnership interest were outstanding. 2 AMERICAN INSURED MORTGAGE INVESTORS INDEX TO FORM 10-Q FOR THE QUARTER ENDED June 30, 1994 Page ---- PART I. Financial Information (Unaudited) Item 1. Financial Statements Balance Sheets - June 30, 1994 and December 31, 1993 . . . . . . . . . . . . . 3 Statements of Operations - for the three and six months ended June 30, 1994 and 1993. . 4 Statement of Changes in Partners' Equity - for the six months ended June 30, 1994 . . . . . . . . . . . . . . . . . . . 5 Statements of Cash Flows - for the six months ended June 30, 1994 and 1993 . . . . . . . 6 Notes to Financial Statements . . . . . . . . 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . 14 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K . . . . . . 17 Signature . . . . . . . . . . . . . . . . . . . . . . 18 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AMERICAN INSURED MORTGAGE INVESTORS BALANCE SHEETS ASSETS June 30, December 31, 1994 1993 ------------ ------------ (Unaudited) Investment in mortgages, at fair value: Acquired insured mortgages $ 25,404,613 $ -- Originated insured mortgages 15,086,360 -- ------------ ------------ Total 40,490,973 -- ------------ ------------ Investment in mortgages, at amortized cost, net of unamortized discount: Acquired insured mortgages -- 20,758,692 Originated insured mortgages -- 14,642,000 ------------ ------------ Total -- 35,400,692 ------------ ------------ Mortgage held for disposition, at lower of cost or market -- 7,941,507 Cash and cash equivalents 743,810 3,778,696 Receivables and other assets 447,924 509,426 ------------ ------------ Total assets $ 41,682,707 $ 47,630,321 ============ ============ LIABILITIES AND PARTNERS' EQUITY Distributions payable $ 823,903 $ 3,810,552 Accounts payable and accrued expenses 85,670 70,812 ------------ ------------ Total liabilities 909,573 3,881,364 ------------ ------------ Partners' equity: Limited partners' equity 40,501,310 48,421,623 General partner's deficit (4,909,215) (4,672,666) Net unrealized gains on investment in mortgages 5,181,039 -- ------------ ------------ Total partners' equity 40,773,134 43,748,957 ------------ ------------ Total liabilities and partners' equity $ 41,682,707 $ 47,630,321 ============ ============ The accompanying notes are an integral part of these financial statements. 4 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AMERICAN INSURED MORTGAGE INVESTORS STATEMENTS OF OPERATIONS (Unaudited) For the three months ended For the six months ended June 30, June 30, --------------------------- --------------------------- 1994 1993 1994 1993 ------------ ------------ ------------ ------------ Income: Mortgage investment income $ 906,045 $ 1,120,116 $ 1,856,792 $ 2,244,192 Interest and other income 30,913 5,502 76,189 10,281 ------------ ------------ ------------ ------------ 936,958 1,125,618 1,932,981 2,254,473 ------------ ------------ ------------ ------------ Expenses: Asset management fee to related parties 85,773 110,229 184,334 220,458 General and administrative 72,476 81,467 151,556 180,423 ------------ ------------ ------------ ------------ 158,249 191,696 335,890 400,881 ------------ ------------ ------------ ------------ Earnings before gain on mortgage disposition 778,709 933,922 1,597,091 1,853,592 Gain on mortgage disposition -- -- 235,873 -- ------------ ------------ ------------ ------------ Net earnings $ 778,709 $ 933,922 $ 1,832,964 $ 1,853,592 ============ ============ ============ ============ Net earnings attributable to: Limited partners - 97.1% $ 756,126 $ 906,838 $ 1,779,808 $ 1,799,838 General partners - 2.9% 22,583 27,084 53,156 53,754 ------------ ------------ ------------ ------------ $ 778,709 $ 933,922 $ 1,832,964 $ 1,853,592 ============ ============ ============ ============ Net earnings per unit of limited partnership interest $ .08 $ .09 $ .18 $ .18 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. 5 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AMERICAN INSURED MORTGAGE INVESTORS STATEMENT OF CHANGES IN PARTNERS' EQUITY For the six months ended June 30, 1994 (Unaudited) Net Unrealized Gains on General Limited Investment Partner Partners in Mortgages Total ------------ ------------ ------------ ------------ Balance, December 31, 1993 $ (4,672,666) $ 48,421,623 $ -- $ 43,748,957 Net earnings 53,156 1,779,808 -- 1,832,964 Distributions paid or accrued, including return of capital, of $.97 per Unit (289,705) (9,700,121) -- (9,989,826) Net unrealized gains on investment in mortgages -- -- 5,181,039 5,181,039 ------------ ------------ ------------ ------------ Balance, June 30, 1994 $ (4,909,215) $ 40,501,310 $ 5,181,039 $ 40,773,134 ============ ============ ============ ============ Limited Partnership Units outstanding - June 30, 1994 10,000,125 ============ The accompanying notes are an integral part of these financial statements. 6 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AMERICAN INSURED MORTGAGE INVESTORS STATEMENTS OF CASH FLOWS (Unaudited) For the six months ended June 30, 1994 1993 ------------ ------------ Cash flows from operating activities: Net earnings $ 1,832,964 $ 1,853,592 Adjustments to reconcile net earnings to net cash provided by operating activities: Gain on mortgage disposition (235,873) -- Changes in assets and liabilities: Decrease in receivables and other assets 61,502 37,173 Increase in accounts payable and accrued expenses 14,858 21,449 ------------ ------------ Net cash provided by operating activities 1,673,451 1,912,214 ------------ ------------ Cash flows from investing activities: Proceeds from disposition of Insured Mortgage 8,177,380 -- Receipt of mortgage principal from scheduled payments 90,758 113,969 ------------ ------------ Net cash provided by investing activities 8,268,138 113,969 ------------ ------------ Cash flows from financing activities: Distributions paid to partners (12,976,475) (2,008,273) ------------ ------------ Net(decrease)increase in cash and cash equivalents (3,034,886) 17,910 Cash and cash equivalents, beginning of period 3,778,696 722,809 ------------ ------------ Cash and cash equivalents, end of period $ 743,810 $ 740,719 ============ ============ The accompanying notes are an integral part of these financial statements. 7 AMERICAN INSURED MORTGAGE INVESTORS NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. ORGANIZATION American Insured Mortgage Investors (the Partnership) was formed under the Uniform Limited Partnership Act of the state of California on July 12, 1983. From inception through September 6, 1991, affiliates of Integrated Resources, Inc. served as managing general partner (with a partnership interest of 2.8%), corporate general partner (with a partnership interest of 0.1%) and associate general partner (with a partnership interest of 0.1%). All of the foregoing general partners are sometimes collectively referred to as former general partners. Effective September 6, 1991, CRIIMI, Inc. (the General Partner) succeeded the former general partners to become the sole general partner of the Partnership. CRIIMI, Inc. is a wholly- owned subsidiary of CRIIMI MAE Inc. (CRIIMI MAE), formerly CRI Insured Mortgage Association, Inc., which is managed by an adviser whose general partner is C.R.I., Inc. (CRI). AIM Acquisition Partners, L.P. (the Advisor) serves as the adviser of the Partnership. The general partner of the Advisor is AIM Acquisition Corporation (AIM Acquisition). A sub-advisory agreement exists whereby CRI/AIM Management, Inc. (the Sub- Advisor), an affiliate of CRI, manages the Partnership's portfolio and disposes of the Partnership's mortgages. Prior to the expiration of the Partnership's reinvestment period in November 1988, the Partnership was engaged in the business of originating mortgage loans (Originated Insured Mortgages) and acquiring mortgage loans (Acquired Insured Mortgages and, together with Originated Insured Mortgages referred to herein as Insured Mortgages). In accordance with the terms of the Partnership Agreement, the Partnership is no longer authorized to originate or acquire Insured Mortgages and, consequently, its primary objective is to manage its portfolio of Insured Mortgages, all of which constitute nonrecourse first liens on multifamily residential developments and are insured under Section 221(d)(4) of the National Housing Act. The Partnership Agreement states that the Partnership will terminate on December 31, 2008, unless previously terminated under the provisions of the Partnership Agreement. 2. BASIS OF PRESENTATION In the opinion of the General Partner, the accompanying unaudited financial statements contain all adjustments of a normal recurring nature necessary to present fairly the financial position of the Partnership as of June 30, 1994 and December 31, 1993 and the results of its operations for the three and six months ended June 30, 1994 and 1993 and its cash flows for the six months ended June 30, 1994 and 1993. These unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. While the General Partner believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these financial statements be read in conjunction with the financial statements and the notes to the financial statements included in the Partnership's Annual Report filed on Form 10-K for the year ended December 31, 1993. 8 AMERICAN INSURED MORTGAGE INVESTORS NOTES TO FINANCIAL STATEMENTS (Unaudited) 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Investment in Mortgages ----------------------- In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115). This statement requires that investments in debt and equity securities be classified into one of the following investment categories based upon the circumstances under which such securities might be sold: Held to Maturity, Available for Sale, and Trading. Generally, certain debt securities that an enterprise has both the ability and intent to hold to maturity should be accounted for using the amortized cost method and all other securities must be recorded at their fair values. This statement is effective for fiscal years beginning after December 15, 1993. As such, the Partnership has implemented this statement as of January 1, 1994. As of June 30, 1994, the weighted average remaining term of the Partnership's Insured Mortgages is approximately 31 years. However, the Partnership Agreement states that the Partnership will terminate in approximately 15 years, on December 31, 2008, unless previously terminated under the provisions of the Partnership Agreement. As the Partnership is anticipated to terminate prior to the weighted average remaining term of its Insured Mortgages, the Partnership does not have the ability, at this time, to hold its Insured Mortgages to maturity. Consequently, the General Partner believes that the Partnership's Insured Mortgages should be included in the Available for Sale category. Although the Partnership's Insured Mortgages are classified as Available for Sale for financial statement purposes, the General Partner does not intend to voluntarily sell such Insured Mortgages other than those which may be sold as a result of a default or those which are eligible to be put to the Federal Housing Administration at the expiration of 20 years from the date of the final endorsement. In connection with this classification, as of June 30, 1994, all of the Partnership's Insured Mortgages are recorded at fair value, with the net unrealized gains on the Partnership's Investment in Mortgages reported as a separate component of partners' equity. Subsequent increases or decreases in the fair value of Insured Mortgages classified as Available for Sale shall be included as a separate component of partners' equity. Realized gains and losses for Insured Mortgages classified as Available for Sale will continue to be reported in earnings. The amortized cost of the Insured Mortgages in this category is adjusted for amortization of discounts to maturity. Such amortization is included in mortgage investment income. Prior to January 1, 1994, the Partnership accounted for its Investment in Mortgages at amortized cost. 4. INVESTMENT IN MORTGAGES As of June 30, 1994, the Partnership had remaining investments in 15 Insured Mortgages with an aggregate amortized cost of $35,309,934, face value of $41,140,380, and fair value of $40,490,973. All of the Partnership's Insured Mortgages are insured under Section 221(d)(4) of the National Housing Act, by the United States Department of Housing and Urban Development (HUD) for 100% of their current face value, less a 1% assignment fee, and are nonrecourse first liens on multifamily residential developments owned by entities unaffiliated with the Partnership, its General Partner or their affiliates. As of June 30, 1994, all 9 AMERICAN INSURED MORTGAGE INVESTORS NOTES TO FINANCIAL STATEMENTS (Unaudited) 4. INVESTMENT IN MORTGAGES - Continued of the Partnership's Insured Mortgages are current with respect to the payment of principal and interest. In addition to base interest payments under Originated Insured Mortgages, the Partnership is entitled to additional interest based on a percentage of the net cash flow from the underlying development and of the net proceeds from the refinancing, sale or other disposition of the underlying development (referred to as Participations). During the three and six months ended June 30, 1994, the Partnership received $13,010 and $13,010, respectively, from the Participations. During the three and six months ended June 30, 1993, the Partnership did not receive any monies from the Participations. These amounts, if any, are included in mortgage investment income in the accompanying statements of operations. 10 AMERICAN INSURED MORTGAGE INVESTORS NOTES TO FINANCIAL STATEMENTS (Unaudited) 4. INVESTMENT IN MORTGAGES - Continued During the six months ended June 30, 1994, the Partnership disposed of the following Insured Mortgage, which was classified as a Mortgage Held for Disposition as of December 31, 1993. There were no dispositions of Insured Mortgages during the three and six months ended June 30, 1993. Financial Net Statement Date of Type of Carrying Net Gain Complex Name Disposition Disposition Value Proceeds Recognized ---------------------- ---------------- ------------ ------------ ------------ ------------ Hidden Oaks Apartments February 1994 Prepayment $ 7,941,507 $ 8,177,380(1) $ 235,873 (1) Includes a prepayment penalty of approximately $260,000. 11 AMERICAN INSURED MORTGAGE INVESTORS NOTES TO FINANCIAL STATEMENTS (Unaudited) 4. INVESTMENT IN MORTGAGES - Continued In connection with the Partnership's implementation of SFAS 115 on January 1, 1994 (see Note 3), the Partnership's Investment in Mortgages is recorded at fair value, as estimated below, as of June 30, 1994. The difference between the amortized cost and the fair value of the Insured Mortgages represents the net unrealized gains on the Partnership's Insured Mortgages and is reported as a separate component of partners' equity as of June 30, 1994. The fair value of the Insured Mortgages is based on quoted market prices. As of June 30, 1994 Amortized Fair Cost Value ------------ ------------ Investment in Mortgages: Acquired insured mortgages $ 20,693,193 $ 25,404,613 Originated insured mortgages 14,616,817 15,086,360 ------------ ------------ $ 35,310,010 $ 40,490,973 ============ ============ 12 AMERICAN INSURED MORTGAGE INVESTORS NOTES TO FINANCIAL STATEMENTS (Unaudited) 5. DISTRIBUTIONS TO UNITHOLDERS The distributions paid or accrued to Unitholders on a per Limited Partnership Unit basis for the six months ended June 30, 1994 and 1993 are as follows: 1994 1993 -------- -------- Quarter ended March 31, $ .89(1) $ .095 Quarter ended June 30, .08 .090 -------- -------- TOTAL $ .97 $ .185 ======== ======== (1) This includes a special distribution of $.81 per Unit comprised of: (i) $.77 per Unit return of capital from the disposition of the mortgage on Hidden Oaks Apartments, (ii) $.03 per Unit capital gain from the disposition of the mortgage on Hidden Oaks Apartments and (iii) $.01 per Unit of previously accrued but undistributed interest received from the mortgage on Creekside Village. The basis for paying distributions to Unitholders is net proceeds from mortgage dispositions and cash flow from operations, which is comprised of regular interest income and principal from Insured Mortgages. Although the Insured Mortgages yield a fixed monthly mortgage payment once purchased, the cash distributions paid to the Unitholders will vary during each quarter due to (1) the fluctuating yields in the short-term money market where the monthly mortgage payments received are temporarily invested prior to the payment of quarterly distributions, (2) the reduction in the asset base due to monthly mortgage payments received or mortgage dispositions, (3) variations in the cash flow attributable to the delinquency or default of Insured Mortgages and (4) changes in the Partnership's operating expenses. 13 AMERICAN INSURED MORTGAGE INVESTORS NOTES TO FINANCIAL STATEMENTS (Unaudited) 6. TRANSACTIONS WITH RELATED PARTIES The General Partner and certain affiliated entities had, during the three and six months ended June 30, 1994 and 1993, earned or received compensation or payments for services from the Partnership as follows: COMPENSATION PAID OR ACCRUED TO RELATED PARTIES For the three months ended For the six months ended Capacity in Which June 30, June 30, Name of Recipient Served/Item 1994 1993 1994 1993 ----------------- ---------------------------- ---------- ---------- ----------- ----------- CRIIMI, Inc. General Partner/Distribution $ 23,893 $ 26,880 $ 289,705(3) $ 55,253 AIM Acquisition Advisor/Asset Management Fee 85,773(1) 110,229(1) 184,334(2) 220,458(2) Partners, L.P. CRI Affiliate of General Partner/ Expense Reimbursement 19,709 21,534 38,005 35,748 (1) Of the amounts paid to the Advisor, the Sub-advisor, CRI/AIM Management, Inc., earned a fee equal to $25,278 and $32,487, or .28% of Total Invested Assets, for the three months ended June 30, 1994 and 1993, respectively. (2) Of the amounts paid to the Advisor, the Sub-advisor, CRI/AIM Management, Inc., earned a fee equal to $54,324 and $64,974 or .28% of Total Invested Assets, for the six months ended June 30, 1994 and 1993, respectively. (3) This amount includes a special distribution as described above in Note 5. 14 PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General ------- As of June 30, 1994, the Partnership had remaining investments in 15 Insured Mortgages, with an aggregate amortized cost of $35,309,934, face value of $41,140,380, and fair value of $40,490,973. Mortgage Dispositions --------------------- During the six months ended June 30, 1994, the Partnership disposed of the following Insured Mortgage, which was classified as a Mortgage Held for Disposition as of December 31, 1993. There were no dispositions of Insured Mortgages during the three and six months ended June 30, 1993. Financial Net Statement Date of Type of Carrying Net Gain Complex Name Disposition Disposition Value Proceeds Recognized ---------------------- ---------------- ------------ ------------ ------------ ------------ Hidden Oaks Apartments February 1994 Prepayment $ 7,941,507 $ 8,177,380(1) $ 235,873 (1) Includes a prepayment penalty of approximately $260,000. 15 PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Results of Operations --------------------- Net earnings decreased for the three and six months ended June 30, 1994 compared to the corresponding periods in 1993 primarily due to the decrease in mortgage investment income as described below. Mortgage investment income decreased for the three and six months ended June 30, 1994 compared to the corresponding periods in 1993 primarily due to the decrease in the mortgage base resulting from mortgage dispositions in 1993 and February 1994. Interest and other income increased for the three and six months ended June 30, 1994 compared to the corresponding periods in 1993 primarily due to the short-term investment of disposition proceeds received during February 1994 prior to the distribution to Unitholders in May 1994. Asset management fees decreased for the three and six months ended June 30, 1994 compared to the corresponding periods in 1993 as a result of the reduction in the mortgage base resulting from mortgage dispositions in 1993 and February 1994. General and administrative expenses decreased for the three and six months ended June 30, 1994 as compared to the corresponding periods in 1993. This decrease was due primarily to a decrease in investor services expenses and annual and quarterly reporting expenses resulting primarily from a reduction in the number of Unitholders. The gain on mortgage disposition was a result of the disposition of the mortgage on Hidden Oaks in February 1994. 16 PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Fair Value of Insured Mortgages ------------------------------- As of December 31, 1993, the Partnership's Insured Mortgages were recorded at amortized cost (excluding a Mortgage Held for Disposition which was recorded at the lower of cost or market). In connection with the Partnership's implementation of Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115) on January 1, 1994, the Partnership's Investment in Mortgages is recorded at fair value, as estimated below, as of June 30, 1994. The difference between the amortized cost and the fair value of the Insured Mortgages represents the net unrealized gains on the Partnership's Insured Mortgages and is reported as a separate component of partners' equity as of June 30, 1994. The fair value of the Insured Mortgages is based on quoted market prices. As of June 30, 1994 Amortized Fair Cost Value ------------ ------------ Investment in Mortgages: Acquired insured mortgages $ 20,693,117 $ 25,404,613 Originated insured mortgages 14,616,817 15,086,360 ------------ ------------ $ 35,309,934 $ 40,490,973 ============ ============ 17 PART I. FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Liquidity and Capital Resources ------------------------------- The Partnership's operating cash receipts, derived from payments of principal and interest on Insured Mortgages, plus cash receipts from interest on short-term investments, were sufficient to meet operating requirements. The basis for paying distributions to Unitholders is net proceeds from mortgage dispositions and cash flow from operations. Although the Insured Mortgages yield a fixed monthly mortgage payment once purchased, the cash distributions paid to the Unitholders will vary during each quarter due to (1) the fluctuating yields in the short-term money market where the monthly mortgage payments received are temporarily invested prior to the payment of quarterly distributions, (2) the reduction in the asset base due to monthly mortgage payments received or mortgage dispositions, (3) variations in the cash flow attributable to the delinquency or default of Insured Mortgages and (4) changes in the Partnership's operating expenses. Net cash provided by operating activities decreased for the six months ended June 30, 1994 as compared to the corresponding period in 1993 primarily due to a decrease in mortgage investment income, as previously discussed. This decrease was offset by an increase in interest and other income, a decrease in asset management fees and a decrease in general and administrative expenses, as previously discussed. Net cash provided by investing activities increased for the six months ended June 30, 1994 as compared to the corresponding period in 1993 primarily due to the receipt in February 1994 of net proceeds of approximately $8.2 million from the prepayment of the mortgage on Hidden Oaks Apartments. Net cash used in financing activities increased for the six months ended June 30, 1994 as compared to the corresponding period in 1993 primarily due to the special distributions paid to Unitholders in 1994 of net proceeds received in 1994 from the prepayment of the mortgage on Hidden Oaks Apartments and of net proceeds received in 1993 from the sale of the defaulted mortgages on Chapelgate Apartments and Cumberland Village. This compares to the distribution to Unitholders in 1993 of regular cash flow from the fourth quarter of 1992. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K No reports on Form 8-K were filed with the Securities and Exchange Commission during the quarter ended June 30, 1994. All other items are not applicable. 18 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN INSURED MORTGAGE INVESTORS (Registrant) By: CRIIMI, Inc. General Partner August 2, 1994 By: /s/ Cynthia O. Azzara -------------------------- ------------------------- Date Cynthia O. Azzara Chief Financial Officer