UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the fiscal year ended
December 31, 1999
or
[ ] Transition Report to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]
For the transition period from________to_______
Commission File Number
33-18089-A
HICKORY LENDERS, LTD.
(exact name of Registrant as specified in its charter)
Tennessee 62-1336905
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Belle Meade Place, 4400 Harding Road, Suite 500, Nashville,
Tennessee 37205
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (615) 292-1040
Securities registered pursuant to Section 12(b) of the Act:
Name of each
Title of Each Class exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
Indicate 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 (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for at least the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of regulation S-K (229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
[X]
The aggregate sales price of the Units of Limited Partnership
Interest to nonaffiliates was $4,200,000 as of February 28, 1999.
This does not reflect market value, but is the price at which these
Units of Limited Partnership Interest were sold to the Public.
There is no current market for these Units.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Incorporated by Reference in Part IV:
Prospectus of Registrant, dated April 3, 1989, as filed pursuant to
Rule 424(b) of the Securities and Exchange Commission.
PART I
Item 1. Business
Hickory Lenders, Ltd. ("Registrant"), is a Tennessee limited
partnership organized on September 15, 1987 pursuant to the
provisions of the Tennessee Uniform Limited Partnership Act,
Chapter 2, Title 61, Tennessee Code Annotated, as amended. The
General Partner of Registrant is 222 Hickory, Ltd.
Prior to December 31, 1998, Registrant's primary business was
to lend monies to Hickory Hills, Ltd. which owned and operated two
real estate projects. On December 31, 1998, the Registrant began
the process of foreclosing on the debt to Hickory Hills, Ltd. after
the note matured and payment was not made, and the general partner
determined that the value of the underlying collateral could not
result in full payment of the debt and accrued interest. The
foreclosure process was completed on June 29, 1999. Due to the
intended foreclosure, the Registrant's Financial Statements
included herein, as of December 31, 1998, reflect the transfer of
property to the Lender.
The Registrant's primary business now is to dispose of certain
undeveloped real properties located in Nashville, Davidson county,
Tennessee and Hendersonville, Sumner County, Tennessee ("the
Properties"). The Registrant's investment objectives are
preservation of capital, and capital appreciation through the
passage of time, and growth in the surrounding areas. The
Registrant intends to market the property in a manner that would
result in sales without incurring potential losses.
Narrative Description of Business
The Registrant issued a $3,454,300 participating mortgage note
(the "Lender Financing") in 1988, which matured on December 31,
1998, to Hickory Hills, Ltd. (the "Borrower"), an affiliated
Partnership sharing the same General Partner. The Proceeds of the
Lender Financing were used by the Borrower, together with the
Borrower's equity funds, to acquire the Properties and fund
reserves. The Lender Financing entitled the registrant to receive
a priority return of interest and principal and a 55% profit
participation upon the sale of the properties. On December 31,
1998, the registrant began foreclosure proceedings on the debt to
Hickory Hills, Ltd. after the note matured and payment was not
made, and the general partner determined that the value of the
underlying collateral could not result in full payment of the debt
and accrued interest. The foreclosure process was completed on June
29, 1999. The Registrant's Financial Statements included herein,
as of December 31, 1999 and 1998, reflect the transfer of property
to the Lender.
The Properties acquired in foreclosure consist of
approximately 158 acres in Nashville, Davidson County, Tennessee
("the Nashville Property") and 5 lots in a residential subdivision
in Hendersonville, Sumner County, Tennessee on Old Hickory
Lake("the Hendersonville Property"). The Nashville property was
purchased partially developed. The Nashville Property is expected
to be sold for use as industrial/office distribution and
residential property.
Nashville Property
There is a significant amount of competition for the
industrial/office distribution property in northern Davidson County
near the airport and along Brick Church Pike, south of the
Property. As competitive sites nearer the City are absorbed, the
Registrant's site should experience more activity. The
Registrant's prices are comparable to its competition.
Hendersonville Property
There is currently a limited amount of competition surrounding
the Harbortowne Development. The Property is located one mile
to the east of Highway 31-E by-pass which provides excellent access
to downtown Nashville. The development offers landscaped yards,
gas heat, and other amenities such as a swimming pool, tennis
courts, and clubhouse. There are several developments in
Hendersonville and Nashville which serve as competition for these
lots.
The Registrant has no employees. Mortgage services are being
provided under a contractual agreement with Landmark Realty
Services Corporation, an affiliate of the General Partner.
Item 2. Properties
As of December 31, 1999, Registrant owned two parcels of land
in Tennessee, composed of 158 acres in Nashville and five
residential lots in Hendersonville. See Item 1 above for a more
detailed description.
Item 3. Legal Proceedings
Registrant is not a party to, nor is any of Registrant's
property the subject of, any legal proceedings other than the
impending foreclosure on collateral securing note from Borrower.
Item 4. Submission of Matters to a Vote of Security Holders
The security holders of Registrant did not vote on any matter
during the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Units of Limited Partnership
Interest and Related Security Holder Matters
There is no established market for the Units and it is not
anticipated that any will exist in the future. The Registrant
commenced an offering to the public on December 3, 1987 of 4,200
Units of Limited Partnership Interest at $1,000 per Unit. The
offering of $4,200,000 was fully subscribed and closed on August
31, 1988. As of January 31, 2000, there were 372 holders of
record of the Units of Limited Partnership Interests.
Distributions of $630,000 were made to unit holders during
1998. There were no material restrictions upon Registrant's
present or future ability to make distributions following the
provisions of Registrant's Limited Partnership Agreement.
Item 6. Selected Financial Data
For the Year Ended
December 31,
1999 1998 1997 1996 1995
Interest income $ 6,492 5,067 5,269 4,449 4,061
Net loss (48,152) (19,090) (35,478) (35,323) (34,068)
Net loss per limited
partner unit (11.46) (6.03) (10.06) (9.62) (8.62)
Distributions per
limited partner
unit - 150 160 120 50
Total assets 1,537,357 1,501,015 2,156,342 2,870,608 3,415,022
Note receivable
affiliate - - 1,833,601 2,478,601 3,228,601
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation
Sales
There were no sales of land since the foreclosure. The General
Partner and its affiliates have been actively involved in marketing the
Property.
Operations
The operations of the Partnership are not comparable to prior years
since the foreclosure and acquisition of the Property. Whereas in prior
years the Registrant generated interest income and incurred only
administrative expenses, the Registrant now incurs property expenses
such as property tax and grounds maintenance. The expenses of the
Property are comparable to expenses incurred by the prior property owner
and are therefore considered reasonable.
The administrative expenses of the Registrant are comparable to prior
years.
Financial Condition and Liquidity
At February 29, 2000, the Registrant had $24,263 in cash to meet
its 2000 operating expenses. This cash may not be sufficient to cover
operating expenses for 2000. In the event that the Partnership has
short-term cash deficiency, the General Partner can defer the collection
of fees for certain related party expenses or grant loans from related
parties until cash becomes available.
Year 2000
In 1998, the Partnership initiated a plan ("Plan") to identify, and
remediate "Year 2000" issues within each of its significant computer
programs and certain equipment which contain microprocessors. The Plan
addressed the issue of computer programs and embedded computer chips
being unable to distinguish between the year 1900 and the year 2000, if
a program or chip uses only two digits rather than four to define the
applicable year. The Partnership divided the Plan into five major
phases-assessment, planning, conversion, implementation and testing.
The plan was completed in mid 1999. The total remediation costs for the
plan were not material to the questions or liquidity of the
partnerships. The registrant had no significant operational
difficulties related to Year 2000 issued as of January 2000. Management
does not expect any future issued or operational problems related to
year 2000 issues.
Item 8. Financial Statements and Supplementary Data
The Financial Statements required by Item 8 are filed at the
end of this report.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Registrant does not have any directors or officers. 222
Hickory, Ltd. is the General Partner. 222 Partners, Inc. is the
general partner of the General Partner and, as such, has general
responsibility and ultimate authority in matters affecting the
Registrant's business.
222 Partners, Inc.
222 Partners, Inc. was formed in September, 1986 and serves as
general partner for several other real estate investment limited
partnerships. The directors of 222 Partners, Inc. are W. Gerald
Ezell, Steven D. Ezell, and Michael A. Hartley.
W. Gerald Ezell
W. Gerald Ezell, age 69, is a director of 222 Partners, Inc.
Until November, 1985, Mr. Ezell had been for over 20 years an
agency manager for Fidelity Mutual Life Insurance Company and a
registered securities principal of Capital Analysts Incorporated,
a wholly owned subsidiary of Fidelity Mutual Life Insurance
Company.
Steven D. Ezell
Steven D. Ezell, age 47, is the President and sole shareholder
of 222 Partners, Inc. He has been an officer of 222 Partners Inc.
from September 17, 1986 through the current period. Mr. Ezell is
President and 50% owner of Landmark Realty Services Corporation.
He was for the prior four years involved in property acquisitions
for Dean Witter Realty Inc. in New York City, most recently as
Senior Vice President. Steven D. Ezell is the son of W. Gerald
Ezell.
Michael A. Hartley
Michael A. Hartley, age 40, serves as a Secretary/Treasurer
and Vice President of 222 Partners, Inc. He has been an officer of
222 Partners, Inc. from September 17, 1986 through the current
period. He is Vice President and 50% owner of Landmark Realty
Services Corporation. Prior to joining Landmark, Mr. Hartley was
Vice President of Dean Witter Realty Inc., a New York-based real
estate investment firm.
Item 11. Executive Compensation
During 1999, Registrant was not required to and did not pay
remuneration to any executives, partners of the General Partner or
any affiliates, except as set forth in Item 13 of this report,
"Certain Relationships and Related Transactions."
The General Partner does participate in the Profits, Losses,
and Distributions of the Partnership as set forth in the
Partnership Agreement.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of January 31, 2000 no person or "group" (as that term is
used in Section 3 (d) (3) of the Securities Exchange Act of 1934)
was known by the Registrant to beneficially own more than five
percent of the Units of Registrant. As of the above date, the
Registrant knew of no officers or directors of 222 Partners, Inc.
that beneficially owned any of the units of the Registrant. There
are no arrangements known by the Registrant, the operation of which
may, at a subsequent date, result in a change in control of the
Registrant.
Item 13. Certain Relationships and Related Transactions
No affiliated entities have, for the year ending December 31,
1999, earned compensation for services from the Registrant in
excess of $60,000. For a listing of miscellaneous transactions
with affiliates which were less than $60,000, refer to Note 2 of
the notes to Financial Statements in Item 8.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) (1) Financial Statements
Page
Number
Independent Auditors' Report F-1
Financial Statements
Balance Sheets F-2
Statements of Operations F-3
Statements of Partners' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
(3) Exhibits
3 Amended and Restated Certificate and Agreement of Limited
Partnership, incorporated by reference to Exhibit
A1 to the Prospectus of Registrant dated December
3, 1987 filed pursuant to Rule 424(b) of the
Securities and Exchange Commission.
22 Subsidiaries-Registrant has no subsidiaries.
27 Financial Data Schedule
(b) No reports on Form 8-K have been filed during the
last quarter of 1999.
Independent Auditors' Report
The Partners
Hickory Lenders, Ltd.:
We have audited the accompanying balance sheets of Hickory Lenders,
Ltd. (a limited partnership) as of December 31, 1999 and 1998, and
the related statements of operations, partners' equity, and cash
flows for each of the years in the three-year period ended December
31, 1999. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Hickory
Lenders, Ltd. at December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the years in the three-
year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
KPMG LLP
Nashville, Tennessee
January 21, 2000
F-1
HICKORY LENDERS, LTD.
(A Limited Partnership)
Balance Sheets
December 31, 1999 and 1998
Assets 1999 1998
Cash $ 36,981 192,414
Land and Improvements held for
sale 1,312,304 1,308,601
Restricted Cash 188,072 -
Total Assets $1,537,357 1,501,015
Liabilities and Partners' Equity
Accounts Payable $ 84,494 -
Partners' Equity
Limited Partners (4,200 units
outstanding) 1,452,863 1,501,015
General Partner - -
Commitments and contingencies
Total liabilities and
partners' equity $1,537,357 1,501,015
See accompanying notes to financial statements.
F-2
HICKORY LENDERS, LTD.
(A Limited Partnership)
Statements of Operations
Years ended December 31, 1999, 1998 and 1997
1999 1998 1997
Revenue:
Interest income $6,492 5,067 5,269
Expenses:
Mortgage service fee 7,000 7,000 7,000
Legal and accounting fees 19,674 15,272 11,972
General and administrative 396 1,885 3,856
Amortization - - 17,919
Ground Maintenance 2,289 - -
Property Taxes 25,280 - -
Total expenses 54,644 24,157 40,747
Net loss $ (48,152) (19,090) (35,478)
Net loss allocated to:
Limited partners $ (48,152) (25,327) (42,266)
General partner - 6,237 6,788
Net loss per
limited partner unit $ (11.46) (6.03) (10.06)
Weighted average units
outstanding 4,200 4,200 4,200
See accompanying notes to financial statements.
F-3
HICKORY LENDERS, LTD.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 1999, 1998 and 1997
Limited General
partners partner Total
Units Amounts
Balance at
December 31, 1996 4,200 $2,870,608 - 2,870,608
Net loss - (42,266) 6,788 (35,478)
Distributions to
partners - (672,000) (6,788) (678,788)
------ ------- ------- --------
Balance at
December 31, 1997 4,200 2,156,342 - 2,156,342
Net loss - (25,327) 6,237 (19,090)
Distributions to
partners - (630,000) (6,237) (636,237)
------- ------- --------- --------
Balance at
December 31, 1998 4,200 1,501,015 - 1,501,015
Net Loss - (48,152) - (48,152)
------- -------- --------- ---------
Balance at
December 31, 1999 4,200 $1,452,863 - 1,452,863
See accompanying notes to financial statements.
F-4
HICKORY LENDERS, LTD.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1999, 1998 and 1997
1999 1998 1997
Cash flows from operating
activities:
Net loss $ (48,152) (19,090) (35,478)
Adjustments to reconcile
net loss to net cash
used in operating activities:
Amortization - - 17,919
Capital Improvements (3,703) - -
Increase in Restricted Cash (188,072) - -
Increase in Accounts Payable 84,494 - -
Net cash used in operating
activities (155,433) (19,090) (17,559)
Cash flows from financing activities:
Distributions to partners - (636,237) (678,788)
Payments received on note
receivable applied to
principal - 525,000 645,000
Net cash used in financing activities - (111,237) (33,788)
Net decrease in cash (155,433) (130,327) (51,347)
Cash at beginning of year 192,414 322,741 374,088
Cash at end of year $ 36,981 192,414 322,741
Supplemental disclosure of cash flows information:
Cash paid during the year
for state income taxes $ - - 2,968
Supplemental disclosure of non-cash transactions:
Land and improvements received
as settlement of note
receivable from affiliate - 1,308,601 -
See accompanying notes to financial statements.
F-5
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 1999 and 1998
(1) Summary of Significant Accounting Policies
(a) Organization
Hickory Lenders, Ltd. (the Partnership), a Tennessee limited
partnership, was organized on September 15, 1987, to lend
amounts to corporations, partnerships and other entities
engaged primarily in the business of owning and operating
real estate. The General Partner is 222 Hickory, Ltd., and
the general partner of 222 Hickory, Ltd. is 222 Partners,
Inc. The Partnership prepares financial statements and
income tax returns on the accrual method and includes only
those assets, liabilities, and results of operations which
relate to the business of the Partnership.
(b) Estimates
Management of the Partnership has made estimates and
assumptions to prepare these financial statements in
accordance with generally accepted accounting principles.
Actual results could differ from those estimates.
(c) Cash
Cash belonging to the Partnership is combined in an account
with funds from other partnerships related to the general
partner.
(d) Land and Improvements Held for Sale
Land is recorded at the value of the outstanding principal and
accrued interest outstanding at December 31, 1998, and includes
two tracts of undeveloped land representing approximately 158
acres as of December 31, 1999. In addition, the Partnership owns
one tract of land developed into residential lots with 5 lots
remaining at December 31, 1999. The land and improvements were
recorded at their fair value on December 31, 1998, the date the
property was obtained upon foreclosure of the note receivable.
Long-lived assets to be disposed of are reported at the lower of
the carrying amount or fair value less estimated costs to sell.
If such assets are considered impaired, the impairment to be
recognized is measured by the amount by which the carrying amount
of the assets exceeds the fairvalue of the assets less estimated
costs to sell.
F-6
HICKORY LENDERS, LTD.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies
(d) Land and Improvements Held for Sale(continued)
Impairment is recognized through the establishment of an
allowance for impairment with a corresponding charge to
operations. Losses upon the sale of the assets are charged to
the allowance. Based upon management's analysis of discounted
future net cash flows, the Partnership's land and improvements
held for sale is not impaired at December 31, 1999.
(e) Income Taxes
No provision has been made for Federal income taxes
since such taxes are the personal responsibility of the
partners. The Partnership is subject to a six percent state
tax on certain interest income.
Annually, the partners receive from the Partnership, IRS Form
K-1's, which provide them with their respective share of taxable
income or losses, deductions, and other tax related information.
The difference between the tax basis and reported amounts of the
Partnership's assets and liabilities relates to the value of the
land after the foreclosure and the recognition of interest income
before the foreclosure. For income tax purposes, the note
receivable balance was higher due to compounded interest.
Therefore during the foreclosure, the land was recorded for tax
at the fair market value. For book, the land was recorded at the
same value as the note receivable.
F-7
HICKORY LENDERS
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies(continued)
(f) Partnership Allocations
Net profits, losses and distributions of cash flow of the
Partnership are allocated to the partners in accordance with
the Partnership agreement as follows:
Partnership net profits are allocated first to any partner
with a negative balance in their capital account, determined
at the end of the taxable year as if the Partnership had
distributed cash flow, in proportion to the negative capital
balance account of all partners until no partner's capital
account is negative. Net profit allocations are then made
to the limited partners up to the difference between their
capital account balances and the sum of their adjusted
capital contributions (capital balance, net of cumulative
cash distributions in excess of preferred returns - 12%
annual cumulative return on capital contributed). Any
remaining net profit allocations are then made to the
limited partners until the taxable year in which cumulative
profits to the limited partners equal their adjusted capital
contribution plus an unpaid preferred return (12% annual
cumulative return on capital contributed). Net profits are
then allocated to the general partner until the ratio of
the general partner's capital account balance to the capital
account balances, in excess of adjusted capital
contributions and unpaid preferred return, of all limited
partners is 27% to 73%. Thereafter, profits are generally
allocated 27% to the general partner and 73% to the limited
partners. Net losses are allocated to the partners in
proportion to their positive capital accounts.
Partnership distributions are allocated 99% to the limited
partners and 1% to the general partner in an amount equal to
their preferred return (12% annual cumulative return on
capital contributed), 99% to the limited partners and 1% to
the general partner until the limited partners have received
an amount equal to their adjusted capital contributions, and
then 73% to the limited partners and 27% to the general
partner.
Cumulative unpaid preferred returns are $3,184,348 and
$2,680,348 at December 31, 1999 and 1998, respectively.
F-8
HICKORY LENDERS
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies(continued)
(g) Comprehensive Income
Comprehensive income is defined as the change in equity of a
business enterprise, during a period, associated with
transactions and other events and circumstances from non-owner
sources. It includes all changes in equity during a period
except those resulting from investments by owners and
distributions to owners. During the three years ended December
31, 1999, the Partnership had no components of other
comprehensive income. Accordingly, comprehensive loss for each of
the years was the same as net loss.
(2) Related Party Transactions
The general partner and its affiliates have been actively
involved in overseeing the note receivable agreement and
foreclosure. Affiliates of the general partner receive fees for
performing certain services. Expenses incurred for these
services during 1999, 1998, and 1997 are as follows:
1999 1998 1997
Mortgage service fee $ 7,000 7,000 7,000
Accounting fees 2,600 2,522 1,850
(3) Land and Improvements Held for Sale
The components of land and improvements held for sale are as
follows: 1999 1998
Land $ 628,735 631,322
Land Improvements 683,569 677,279
--------- ---------
$1,312,304 1,308,601
The aggregate cost of land and improvements held for investment for
Federal Income Tax purposes was $ 2,247,461 and $0 at December 31,
1999 and 1998, respectively.
(4) Distributions
For the years ended December 31, 1999, 1998 and 1997, the
Partnership made distributions to its partners totaling $ 0,
$636,237, and $678,788, respectively. Of these amounts, 99% was
allocated to the limited partners ($150 per unit, and $160 per
unit, respectively) and 1% was allocated to the general partner.
F-9
HICKORY LENDERS, LTD.
(A Tennessee Limited Partnership)
Exhibit Index
Exhibit
3 Amended and Restated Certificate and Agreement of Limited
Partnership, incorporated by reference to Exhibit A1 to
the Prospectus of Registrant dated December 3, 1987 filed
pursuant to Rule 424(b) of the Securities and Exchange
Commission.
22 Subsidiaries-Registrant has no subsidiaries.
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
HICKORY LENDERS, LTD.
By: 222 Hickory, Ltd.
General Partner
By: 222 Partners, Inc.
General Partner
DATE: January 31, 2000 By: /s/Steven D. Ezell
President and Director
DATE: January 31, 2000 By: /s/Michael A. Hartley
Vice-President and Director
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
HICKORY LENDERS, LTD.
By: 222 Hickory, Ltd.
General Partner
By: 222 Partners, Inc.
General Partner
DATE: January 31, 2000 By: /s/Steven D. Ezell
President and Director
DATE: January 31, 2000 By: /s/Michael A. Hartley
Vice-President and Director
Supplemental Information to be Furnished with Reports filed
Pursuant to Section 15(d) of the Act by Registrant Which Have Not
Registered Securities Pursuant to Section 12 of the Act:
No annual report or proxy material has been sent to security
holders.