SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For Quarter Ended September 30, 1995 Commission File Number 0-17808
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-2940131
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
399 Boylston Street, 13th Fl.
Boston, Massachusetts 02116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(617) 578-1200
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Former name, former address and former fiscal year if changed since last report
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 twelve (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 ___
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1995
PART I
FINANCIAL INFORMATION
----------------------
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
BALANCE SHEET
(Unaudited)
September 30, 1995 December 31, 1994
------------------ -----------------
ASSETS
Real estate investments:
Property, net $ 37,436,746 $ 9,861,784
Joint ventures 11,758,290 40,779,263
--------------- ---------------
49,195,036 50,641,047
Cash and cash equivalents 8,199,642 8,975,244
Short-term investments 3,492,955 4,913,784
--------------- ---------------
$ 60,887,633 $ 64,530,075
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL (Deficit)
Accounts payable $ 113,599 $ 116,660
Accrued management fee 50,437 39,295
Deferred management and
disposition fees 318,152 347,978
--------------- ---------------
Total liabilities 482,188 503,933
--------------- ---------------
Commitments to fund real estate
investments
Partners' capital (deficit):
Limited partners ($924 and $952 per
unit, respectively; 160,000 units
authorized, 82,536 and 82,635 units
issued and outstanding,
respectively) 60,478,259 64,086,525
General partners (72,814) (60,383)
--------------- ---------------
Total partners' capital 60,405,445 64,026,142
--------------- ---------------
$ 60,887,633 $ 64,530,075
=============== ===============
<FN>
(See accompanying notes to financial statements)
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
(Unaudited)
Quarter Ended Nine Months Ended Quarter Ended Nine Months Ended
September 30, 1995 September 30, 1995 September 30, 1994 September 30, 1994
------------------ ------------------ ------------------- ------------------
INVESTMENT ACTIVITY
Property rentals $ 879,440 $ 2,188,493 $ 241,864 $ 634,899
Interest income from note receivable 30,280 30,280 -- --
Property operations expense (230,103) (520,715) (54,087) (315,536)
Ground rent expense (65,000) (65,000) -- --
Depreciation and amortization (223,767) (565,483) (77,335) (234,343)
------------- ------------- -------------- ---------------
390,850 1,067,575 110,442 85,020
Joint venture earnings 275,467 1,141,030 669,126 2,026,883
Investment valuation allowance -- (600,000) -- --
------------- ------------- --------------- ---------------
Total real estate operations 666,317 1,608,605 779,568 2,111,903
Gain on sales of property by joint
ventures -- -- 1,380,488 1,790,470
------------- ------------- -------------- ---------------
Total real estate activity 666,317 1,608,605 2,160,056 3,902,373
Interest on cash equivalents
and short term investments 175,890 591,019 179,994 391,022
------------- ------------- -------------- ---------------
Total investment activity 842,207 2,199,624 2,340,050 4,293,395
------------- ------------- -------------- ---------------
Portfolio Expenses
Management fee 100,875 307,201 81,936 247,156
General and administrative 91,596 254,712 84,656 210,357
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192,471 561,913 166,592 457,513
------------- ------------- -------------- ---------------
Net Income $ 649,736 $ 1,637,711 $ 2,173,458 $ 3,835,882
============= ============= ================ ==============
Net income per weighted average
limited partnership unit $ 7.79 $ 19.63 $ 26.02 $ 45.93
============= ============= ================ ==============
Cash distributions per
limited partnership unit
outstanding for the entire
period $ 40.52 $ 62.53 $ 58.00 $ 78.00
============= ============= ================ ==============
Weighted average number of limited
partnership units outstanding during
the period 82,564 82,597 82,680 82,688
============= ============= ================ ===============
<FN>
(See accompanying notes to financial statements)
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Quarter Ended Nine Months Ended Quarter Ended Nine Months Ended
September 30, 1995 September 30, 1995 September 30, 1994 September 30, 1994
------------------- ------------------- ------------------- ------------------
General Limited General Limited General Limited General Limited
Partners Partners Partners Partners Partners Partners Partners Partners
--------- --------- --------- --------- --------- --------- --------- ---------
Balance at
beginning of
period $ (68,880) $63,203,470 $(60,383) $64,086,525 $(60,877) $68,061,707 $(60,791) $68,092,152
Repurchase of
limited partnership
units -- (22,624) -- (64,425) -- (37,215) -- (59,190)
Cash
distributions (10,431) (3,345,826) (28,808) (5,165,175) (8,352) (4,795,440) (25,062) (6,449,710)
Net income 6,497 643,239 16,377 1,621,334 21,735 2,151,723 38,359 3,797,523
--------- ---------- --------- ---------- --------- ---------- --------- ----------
Balance at
end of period $ (72,814) $60,478,259 $(72,814) $60,478,259 $(47,494) $65,380,775 $(47,494) $65,380,775
=========== ============ ========= ============ =========== =========== ========= ===========
<FN>
(See accompanying notes to financial statements)
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
SUMMARIZED STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
--------------------------------
1995 1994
--------------------------------
Net cash provided by operating activities $ 3,655,100 $ 1,548,468
-------------- -------------
Cash flows from investing activities:
Investment in note receivable (1,750,000) --
Return of capital from joint venture 1,305,765 --
Net proceeds from sale of investments -- 7,749,728
Increase in deferred disposition fees -- 267,715
Investment in joint ventures (18,241) (790,209)
Investment in property (123,599) (284,351)
Decrease in short-term investments, net 1,413,781 4,287,839
------------ ------------
Net cash provided by
investing activities 827,706 11,230,722
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Cash flows from financing activities:
Distributions to partners (5,193,983) (6,474,772)
Repurchase of limited partnership
units (64,425) (59,190)
------------ ------------
Net cash used in financing activities (5,258,408) (6,533,962)
------------ ------------
Net increase (decrease) in
cash and cash equivalents (775,602) 6,245,228
Cash and cash equivalents:
Beginning of period 8,975,244 3,243,164
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End of period $ 8,199,642 $ 9,488,392
============== ==============
<FN>
Non-cash transactions:
Effective January 1, 1995, the Partnership's joint venture investment in Palms
Business Center was converted to a wholly-owned property. The carrying value of
this investment at conversion was $10,308,265. The Santa Rita Plaza and Dahlia
joint venture investments were converted to wholly-owned properties effective,
August 1, 1995 and September 1, 1995, respectively. The carrying value of these
investments at conversion was $10,216,659 and $7,413,176, respectively.
(See accompanying notes to financial statements)
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (Unaudited)
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments necessary to present fairly the Partnership's
financial position as of September 30, 1995 and December 31, 1994 and the
results of its operations, its cash flows and changes in partners' capital
(deficit) for the interim periods ended September 30, 1995 and 1994. These
adjustments are of a normal recurring nature.
See notes to financial statements included in the Partnership's 1994 Annual
Report on Form 10-K for additional information relating to the Partnership's
financial statements.
NOTE 1 - ORGANIZATION AND BUSINESS
- ----------------------------------
New England Pension Properties V; A Real Estate Limited Partnership (the
"Partnership") is a Massachusetts limited partnership organized for the purpose
of investing primarily in newly constructed and existing income producing real
properties. The Partnership commenced operations in May, 1987 and acquired the
seven real estate investments it currently owns prior to the end of 1989. It
intends to dispose of its investments within eight to twelve years of their
acquisition, and then liquidate.
The Partnership maintains a repurchase fund for the purpose of repurchasing
limited partnership units. Two percent of cash flow, as defined, is designated
for this fund which had a balance of $10,155 and $4,447 at September 30, 1995
and December 31, 1994, respectively.
NOTE 2 - SALE OF JOINT VENTURE INVESTMENTS
- ------------------------------------------
On June 17, 1994, the Partnership's C.S. Graham joint venture sold its
property located in Atlanta, Georgia. The total sales price was $3,925,000.
After closing costs, the Partnership received proceeds of $3,720,076 and
recognized a gain on the sale of this investment of $409,982 ($4.91 per limited
partnership unit). A disposition fee of $117,750 was accrued but not paid to
the advisor.
On August 17, 1994, the Partnership's Lakewood Apartments joint venture
sold its property located in Lakewood, Arizona. The total sales price was
$15,621,399. After closing costs, the Partnership received its share of the
proceeds of $4,297,367 and recognized a gain of $1,380,488 ($16.53 per limited
partnership unit). A disposition fee of $149,965 was accrued but not paid to
the advisor.
On September 15, 1994, the Partnership made a capital distribution of
$3,968,640 ($48 per limited partnership unit) from the proceeds of the C.S.
Graham and Lakewood sales. A portion of the proceeds was used to pay the
previously accrued, but deferred, management fee due to the advisor of
$1,259,988. The remainder of the proceeds were retained by the Partnership
pending final strategic decisions on projects yet to be developed. These
decisions were recently made, and a second capital distribution was made on July
27, 1995, in the amount of $2,313,164 ($28 per limited partnership unit).
NOTE 3 - REAL ESTATE JOINT VENTURES
- -----------------------------------
During the first nine months of 1995, the Partnership increased its cash
investment in Waters Landing II by $18,241 to $2,320,211.
In the second quarter of 1995, the Palms Business Center investment was
converted to a wholly-owned property effective January 1, 1995. Accordingly,
amounts previously reported as joint venture earnings in the first quarter of
1995 have been reclassified in the Statement of Operations. This
reclassification had no effect on the Partnership's operating results.
In the third quarter of 1995, the Santa Rita Plaza and Dahlia investments
were converted to wholly-owned properties effective August 1, 1995 and September
1, 1995, respectively.
During the second quarter of 1995, the managing general partner determined
that it was not in the best interest of the partners to develop the Waters
Landing II site. Rather, the property will be listed for sale. Accordingly,
the net carrying value of this investment has been reduced to its estimated net
fair market value through the recognition of an investment valuation allowance
of $600,000. The reduction to net fair market value is pursuant to the
Partnership's early application of Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of."
The following summarized financial information is presented in the
aggregate for the Partnership's joint ventures:
Assets and Liabilities
----------------------
September 30, 1995 December 31, 1994
------------------ -----------------
Assets
Real property, at cost less
accumulated depreciation
of $3,904,586 and $6,358,984,
respectively $ 22,086,283 $ 45,272,536
Other 558,571 3,525,687
------------- -------------
22,644,854 48,798,223
Liabilities 214,819 440,384
------------- -------------
Net Assets $ 22,430,035 $ 48,357,839
============ ============
Results of Operations
---------------------
Nine months ended September 30,
--------------------------------
1995 1994
---- ----
Revenue
Rental income $ 3,758,354 $ 5,750,224
Other 111,857 158,166
------------ --------------
3,870,211 5,908,390
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Expenses
Operating expenses 1,201,038 1,768,226
Depreciation and amortization 906,291 1,567,551
------------- -------------
2,107,329 3,335,777
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Net income $ 1,762,882 $ 2,572,613
============= ==============
Liabilities and expenses exclude amounts owed and attributable to the
Partnership and (with respect to two joint ventures) its affiliates on behalf of
their financing arrangements with the joint ventures.
The C.S. Graham and Lakewood investments were sold on June 17, 1994, and
August 17, 1994, respectively. The above 1994 amounts include their results of
operations through their respective sale dates.
NOTE 4 - PROPERTY
- -----------------
Effective January 1, 1995, the Palms Business Center joint venture was
dissolved and the venture partner's ownership interest was assigned to the
Partnership. Accordingly, as of this date, the investment is being accounted
for as a wholly-owned property. The carrying value of the joint venture
investment at conversion ($10,308,265) was allocated to land, building and
improvements and other net operating assets.
Effective August 1, 1995, the Santa Rita Plaza joint venture was
restructured into a limited partnership, whereby the Partnership now has control
over management decisions. Accordingly, as of this date, the investment is
being accounted for as a wholly-owned property. The carrying value of the joint
venture investment at conversion ($10,216,659) was allocated to building and
improvements, mortgage loan receivable from the ground lessor and other net
operating assets. On this same date, the Partnership made a five year loan in
the amount of $1,750,000 to the ground lessor at Santa Rita Plaza. The borrower
used a portion of the proceeds to repay a loan from the Santa Rita venture
which, in turn, paid approximately $1,300,000 to the Partnership as a partial
return of its capital investment in the venture.
Effective September 1, 1995, the Dahlia joint venture was restructured into
a limited partnership, whereby the Partnership now has control over management
decisions. Accordingly, as of this date, the investment is being accounted for
as a wholly-owned property. The carrying value of the joint venture investment
at conversion ($7,413,176) was allocated to land, building and improvements, and
other net operating assets.
The following is a summary of the Partnership's investment in Palms
Business Center, Santa Rita Plaza, Dahlia and Puente Street at September 30,
1995 and Puente Street at December 31, 1994:
September 30, 1995 December 31, 1994
------------------ -----------------
Land $ 7,548,949 $ 3,985,498
Building and improvements 30,346,845 8,910,665
Accumulated depreciation (1,332,829) (874,768)
Investment valuation allowance (2,900,000) (2,900,000)
Mortgage loan receivable 1,740,506 --
Other assets, net of accumulated
amortization 1,639,112 839,815
Operating receivables 954,057 60,380
Accounts payable (559,894) (159,806)
------------ -------------
$ 37,436,746 $ 9,861,784
============= =============
The buildings and improvements of Palms Business Center are being
depreciated over 25 years, beginning January 1, 1995. The buildings and
improvements of Santa Rita Plaza and Dahlia are being depreciated over 25 years,
beginning August 1, 1995 and September 1, 1995, respectively. The loan bears
interest at 8.75%, with payments to be made monthly based on a 15 year
amortization schedule, and is secured by the ground lessor's interest in the
Santa Rita Plaza land.
NOTE 5 - SUBSEQUENT EVENT
- -------------------------
Distributions of cash from operations relating to the quarter ended
September 30, 1995 were made on October 26, 1995 in the aggregate amount of
$1,019,957 ($12.23 per limited partnership unit.)
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership completed its offering of limited partnership units in
December 1988. A total of 83,291 units were sold. The Partnership received
proceeds of $74,895,253, net of selling commissions and other offering costs,
which are being used for investment in real estate, for the payment of related
acquisition costs and for working capital reserves. The Partnership made nine
real estate investments, two of which were sold in 1994. Capital totaling
$6,281,804 has been returned to the limited partners through September 30, 1995.
At September 30, 1995, the Partnership had $11,692,597 in cash, cash
equivalents and short-term investments, of which $1,019,957 was used for cash
distributions to partners on October 26, 1995; the remainder will primarily be
used to complete the funding of real estate investments and for working capital
reserves. The source of future liquidity and cash distributions to partners
will be cash generated by the Partnership's short-term and real estate
investments. Distributions of cash from operations relating to the first and
second quarters of 1994 were made at the annualized rate of 4% on capital
contributions of $1,000 per limited partnership unit. Distributions of cash
from operations relating to the third quarter of 1994 were at the annualized
rate of 4% on a weighted average adjusted capital contribution. The
distribution rate was increased to 5.25% on the adjusted capital contribution
for the first, second and third quarters of 1995. The distribution rate was
increased due to the stabilization of property operations and the attainment of
appropriate cash reserve levels. The adjusted capital contribution was reduced
from $1,000 to $952 in September, 1994 with the distribution of a portion of the
sale proceeds from the C.S. Graham and Lakewood Apartments sales. A capital
distribution in July, 1995 of $28 per limited partnership unit, representing the
remaining proceeds from these sales, reduced the adjusted capital contribution
to $924.
The Partnership maintains a fund for the purpose of repurchasing limited
partnership units pursuant to the terms and conditions set forth in the
partnership agreement. Two percent of cash flow, as defined, is designated for
this fund which had a balance of $10,155 and $4,447 at September 30, 1995, and
December 31, 1994, respectively. Through September 30, 1995, the Partnership
repurchased 755 limited partnership units for an aggregate cost of $727,387.
On August 1, 1995, the Partnership made an additional cash investment of
approximately $440,000 in connection with its Santa Rita Plaza project.
The carrying value of real estate investments in the financial statements
is at cost or is reduced to its lower net fair market value if the investment's
carrying value is determined not to be recoverable through expected undiscounted
future cash flows. Carrying value may be greater or less than current appraised
value. At September 30, 1995, the appraised values of certain investments
exceeded their related carrying values by an aggregate of $3,600,000, and the
appraised values of the remaining investments were less than their related
carrying values by an aggregate of $2,300,000. The current appraised value of
real estate investments has been estimated by the managing general partner and
is generally based on a combination of traditional appraisal approaches
performed by the advisor and independent appraisers. Because of the
subjectivity inherent in the valuation process, the estimated current appraised
value may differ significantly from that which could be realized if the real
estate were actually offered for sale in the marketplace.
Results of Operations
- ---------------------
Effective January 1, 1995, Palms Business Center joint venture was
converted to a wholly-owned property. Additionally, the Santa Rita Plaza and
Dahlia joint venture investments were converted to wholly-owned properties for
accounting purposes, effective August 1, 1995 and September 1, 1995,
respectively. The Puente Street investment is also a wholly-owned property. The
other three investments in the portfolio are structured as joint ventures with
real estate development/management firms. C.S. Graham and Lakewood Apartments,
which were both sold in 1994, were also joint ventures.
Operating Factors
Occupancy at University Business Park decreased from 99% to 96% at
September 30, 1995 (occupancy was 87% one year ago). Rental rates are
increasing and occupancy levels have remained high as the Phoenix market appears
to have stabilized. However, this property faces leasing exposure during the
remainder of 1995 as leases expire for approximately 10% of the space.
Discussions are underway to dissolve this joint venture and obtain full
management control. There can be no assurance that these negotiations will be
successful.
Overall occupancy at Columbia Gateway Corporate Park remained at 92% during
the nine months ended September 30, 1995, up from 86% one year ago.
Occupancy at Puente Street remained at 100% at September 30, 1995, where it
has been since March 31, 1994. As a result of the depressed market conditions,
the carrying value of this investment was reduced to its lower net realizable
value in 1993 and 1994.
During the second quarter of 1995, the managing general partner determined
that it was not in the best interest of the partners to develop the Waters
Landing II site. Rather, the Partnership will be listing this property for
sale. As a result of this changed strategy, the carrying value of this
investment has been reduced to its estimated net fair market value through the
recognition of an investment valuation allowance of $600,000.
Occupancy at the Palms Business Center III and IV decreased slightly during
the third quarter from 98% to 97% (occupancy was 92% at September 30, 1994).
The majority of the tenants are renewing leases upon their expiration, and as a
result of demand, rents have started to increase. During the second quarter of
1995, the joint venture was dissolved. The Partnership now has full ownership
and control of the property.
Occupancy at the Dahlia property increased from 89% to 100% during the
first quarter of 1994, where it has remained through the third quarter of 1995.
The market conditions for industrial space in this area of California continue
to improve. During the third quarter of 1995, the joint venture was
restructured. The Partnership now has full ownership and control of the
property.
Occupancy decreased at Santa Rita Plaza during the third quarter of 1995
from 94% to 91%. While occupancy at the Plaza has been high, performance has
been affected by tenant delinquencies and turnover due to business failures.
Investment Activity
Interest on cash equivalents and short-term investments for the first nine
months of 1995 increased compared to the same period of 1994 as a result of
higher average investment balances. The average investment balance increased as
a result of the retention of a portion of the sale proceeds from the C.S. Graham
and Lakewood sales.
The gain on sales of property by joint ventures of $1,790,470 recognized
for the nine month period ended 1994 relates to the C.S. Graham and Lakewood
Apartments sales. The investment valuation allowance of $600,000 recognized
during the second quarter of 1995 relates to the reduction of the net carrying
value of the Waters Landing II property to its estimated net fair market value.
Exclusive of the investment valuation allowance recognized in 1995 and the
operating results from C.S. Graham and Lakewood Apartments recognized in 1994,
total real estate operations increased from $1,828,474 for the first nine months
of 1994 to $2,208,605 for the comparable period in 1995. This improvement of
$380,131 or 21% was due to an increase in operating income at Puente Street
($302,000), Columbia Gateway Corporate Park ($192,000) and Dahlia ($93,000).
The improvement at Puente Street results from the lease-up of the property
during the first quarter of 1994. The improvement at Columbia Gateway Corporate
Park and Dahlia is due to an increase in occupancy, and, with regard to Dahlia,
increased rental rates due to a realignment of tenant space. These increases
were partially offset by a decline in net operating income at Palms Business
Center ($118,000) due to the eviction of a tenant occupying 12% of the total
space and the subsequent costs to re-lease. Net operating income also declined
at University Business Park ($86,000) due to the write-off of tenant improvement
costs of approximately $115,000 related to departed tenants recognized in the
third quarter of 1995.
Exclusive of operating distributions from Lakewood Apartments and C.S.
Graham ($358,198) during 1994, cash flow from operations increased from
$1,190,270 to $3,655,100 between the respective nine month periods; 1994 cash
flow from operations, however, included two significant transactions. During
the third quarter of 1994, the Partnership paid $1,259,988 of the previously
accrued, but deferred, management fee to the advisor. In addition, during the
first quarter of 1994, the Partnership granted rental concessions and paid a
lease commission related to the new tenant at Puente Street, which totaled
$410,000. The balance of the increase in cash flow from operations between the
respective periods was primarily due to the change in operating results as
previously described.
Portfolio Expenses
The Partnership management fee is 9% of distributable cash flow from
operations after any increase or decrease in working capital reserves as
determined by the managing general partner. General and administrative expenses
consist primarily of real estate appraisal, printing, legal, accounting and
investor servicing fees.
The Partnership management fee for the nine months ended September 30, 1995
increased compared to the nine months ended September 30, 1994 due to an
increase in distributable cash flow. General and administrative expenses
increased $44,355 or 21% between the respective periods, primarily due to an
increase in legal costs associated with the various joint venture
restructurings.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
FORM 10-Q
FOR QUARTER ENDED SEPTEMBER 30, 1995
PART II
OTHER INFORMATION
-------------------
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits: None.
b. Reports on Form 8-K: No reports on Form 8-K
were filed during the quarter ended September 30,
1995.
SIGNATURES
----------
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.
NEW ENGLAND PENSION PROPERTIES V;
A REAL ESTATE LIMITED PARTNERSHIP
(Registrant)
November 9, 1995 -----------------------------------------
Peter P. Twining
Managing Director and General Counsel
of Managing General Partner,
Fifth Copley Corp.
November 9, 1995 -----------------------------------------
Marie A. Welch
Investment Officer and Chief Accounting
Officer of Managing General Partner,
Fifth Copley Corp.