UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30,
1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
For Quarter Ended September 30, 1995 Commission File No. 0-16512
American Income Partners III-B Limited
Partnership
(Exact name of registrant as specified in its charter)
Massachusetts 04-2968859
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
98 North Washington Street, Boston, MA 02114
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617)
854-5800
(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 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court 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 the past 90 days.
Yes No
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
FORM 10-Q
INDEX
Page
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at September 30, 1995 and December 31, 1994 3
Statement of Operations
for the three and nine months ended September 30, 1995 and 1994 4
Statement of Cash Flows
for the nine months ended September 30, 1995 and 1994 5
Notes to the Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II. OTHER INFORMATION:
Items 1 - 6 13
The accompanying notes are an integral part
of these financial statements
5
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
September 30, 1995 and December 31, 1994
(Unaudited)
September 30, December 31,
1995 1994
ASSETS
Cash and cash equivalents $ 797,604 $ 958,005
Rents receivable, net of allowance for doubtful
accounts of $60,000 78,835 225,496
Accounts receivable - affiliate 127,455 125,811
Equipment at cost, net of accumulated depreciation of
$7,410,125 and $10,675,416 at September 30, 1995
and December 31, 1994, respectively 4,623,502 5,155,573
--------------- ---------------
Total assets $ 5,627,396 $ 6,464,885
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Notes payable -- $ 223,620
Accrued interest -- 8,572
Accrued liabilities $ 13,750 15,500
Accrued liabilities - affiliate 2,143 3,557
Deferred rental income 64,729 29,985
Cash distributions payable to partners 355,849 569,359
--------------- ---------------
Total liabilities 436,471 850,593
--------------- ---------------
Partners' capital (deficit):
General Partners (195,961) (191,728)
Limited Partnership Interests
(1,127,330 Units; initial purchase price of $25 each) 5,386,886 5,806,020
--------------- ---------------
Total partners' capital 5,190,925 5,614,292
--------------- ---------------
Total liabilities and partners' capital $ 5,627,396 $ 6,464,885
============== ==============
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
for the three and nine months ended September 30, 1995 and 1994
(Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
1995 1994 1995 1994
------------------ ------------------ ------------------ -----------
Income:
Lease revenue $ 275,818 $ 423,582 $ 800,343 $ 1,523,819
Interest income 10,716 14,515 32,771 39,260
Gain on sale of equipment 189,695 41,878 470,707 103,730
--------------- --------------- --------------- ---------------
Total income 476,229 479,975 1,303,821 1,666,809
--------------- --------------- --------------- ---------------
Expenses:
Depreciation 177,100 273,725 532,071 874,181
Interest expense 16 5,506 726 21,783
Equipment management fees
- affiliate 13,791 21,179 40,017 76,191
Operating expenses - affiliate 20,019 85,607 86,827 131,760
--------------- --------------- --------------- ---------------
Total expenses 210,926 386,017 659,641 1,103,915
--------------- --------------- --------------- ---------------
Net income $ 265,303 $ 93,958 $ 644,180 $ 562,894
=============== ================ =============== ===============
Net income
per limited partnership unit $ 0.23 $ 0.08 $ 0.57 $ 0.49
================== ================== ================== ==================
Cash distributions declared
per limited partnership unit $ 0.31 $ 0.50 $ 0.94 $ 1.50
================== ================== ================== ==================
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
for the nine months ended September 30, 1995 and 1994
(Unaudited)
1995 1994
------------------ -----------
Cash flows from (used in) operating activities:
Net income $ 644,180 $ 562,894
Adjustments to reconcile net income to net cash from operating activities:
Depreciation 532,071 874,181
Gain on sale of equipment (470,707) (103,730)
Decrease in allowance for doubtful accounts -- (53,000)
Changes in assets and liabilities Decrease (increase) in:
rents receivable 146,661 85,244
accounts receivable - affiliate (1,644) 5,971
Increase (decrease) in:
accrued interest (8,572) (17,708)
accrued liabilities (1,750) (45,874)
accrued liabilities - affiliate (1,414) 6,909
deferred rental income 34,744 21,104
--------------- ---------------
Net cash from operating activities 873,569 1,335,991
--------------- ---------------
Cash flows from investing activities:
Purchase of equipment -- (18,346)
Proceeds from equipment sales 470,707 105,037
--------------- ---------------
Net cash from investing activities 470,707 86,691
--------------- ---------------
Cash flows used in financing activities:
Principal payments - notes payable (223,620) (354,728)
Distributions paid (1,281,057) (1,708,077)
--------------- ---------------
Net cash used in financing activities (1,504,677) (2,062,805)
--------------- ---------------
Net decrease in cash and cash equivalents (160,401) (640,123)
Cash and cash equivalents at beginning of period 958,005 1,870,476
--------------- ---------------
Cash and cash equivalents at end of period $ 797,604 $ 1,230,353
=============== ==============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 9,298 $ 39,491
================= ================
8
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
Notes to the Financial Statements
September 30, 1995
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The financial statements presented herein are prepared in conformity with
generally accepted accounting principles and the instructions for preparing Form
10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange
Commission and are unaudited. As such, these financial statements do not include
all information and footnote disclosures required under generally accepted
accounting principles for complete financial statements and, accordingly, the
accompanying financial statements should be read in conjunction with the
footnotes presented in the 1994 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1994 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at September 30, 1995 and December 31, 1994 and results of operations
for the three and nine month periods ended September 30, 1995 and 1994 have been
made and are reflected.
NOTE 2 - CASH
At September 30, 1995, the Partnership had $795,000 invested in reverse
repurchase agreements secured by U.S. Treasury Bills or interests in U.S.
Government securities.
NOTE 3 - REVENUE RECOGNITION
Rents are payable to the Partnership monthly, quarterly or semi-annually
and no significant amounts are calculated on factors other than the passage of
time. The leases are accounted for as operating leases and are noncancellable.
Rents received prior to their due dates are deferred. Future minimum rents of
$1,280,720 are due as follows:
For the year ending September 30, 1996 $ 707,910
1997 516,699
1998 56,111
---------------
Total $ 1,280,720
============
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
NOTE 4 - EQUIPMENT
The following is a summary of equipment owned by the Partnership at
September 30, 1995. In the opinion of American Finance Group ("AFG"), the
carrying value of the equipment does not exceed its fair market value.
Lease Term Equipment
Equipment Type (Months) at Cost
Aircraft 36-60 $ 8,412,409
Motor vehicles 12-72 1,177,235
Communications 1-60 975,717
Manufacturing 36-72 663,153
Locomotives 57-60 438,017
Materials handling 1-84 231,156
Medical 24 116,689
Computers and peripherals 1-60 19,251
----------------
Total equipment cost 12,033,627
Accumulated depreciation (7,410,125)
Equipment, net of accumulated depreciation $ 4,623,502
=============
At September 30, 1995, the Partnership's equipment portfolio included
equipment having a proportionate original cost of $10,028,529, representing
approximately 83% of total equipment cost.
The summary above includes equipment held for sale or re-lease with a cost
of approximately $276,000 which had been fully depreciated at September 30,
1995.
NOTE 5 - RELATED PARTY TRANSACTIONS
All operating expenses incurred by the Partnership are paid by AFG on
behalf of the Partnership and AFG is reimbursed at its actual cost for such
expenditures. Fees and other costs incurred during each of the nine month
periods ended September 30, 1995 and 1994, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:
1995 1994
--------------- ---------
Equipment management fees $ 40,017 $ 76,191
Administrative charges 15,750 9,000
Reimbursable operating expenses
due to third parties 71,077 122,760
-------------- -------------
Total $ 126,844$ 207,951
=========================
All rents and proceeds from the sale of equipment are paid directly to
either AFG or to a lender. AFG temporarily deposits collected funds in a
separate interest-bearing escrow account prior to remittance to the Partnership.
At September 30, 1995, the Partnership was owed $127,455 by AFG for such funds
and the interest thereon.
These funds were remitted to the Partnership in October 1995.
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
On August 18, 1995, Atlantic Acquisition Limited Partnership ("AALP"), a
newly formed Massachusetts limited partnership owned and controlled by certain
principals of AFG, issued a voluntary Offer to Purchase for Cash (the "Offer")
up to approximately 45% of the outstanding units of limited partner interest in
this Partnership and 20 affiliated partnerships sponsored and managed by AFG.
Coincident to the Offer, a Tender Offer Statement pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934 (the "Exchange Act") was filed with the
Securities and Exchange Commission. Also, on August 18, 1995, the General
Partner filed a Solicitation/ Recommendation Statement (Schedule 14D-9) pursuant
to Section 14(d)(4) of the Exchange Act. The Offer was amended and supplemented
in order to provide additional disclosure to unitholders; increase the offer
price; reduce the number of units sought to approximately 35% of the outstanding
units; and extend the expiration date of the Offer to October 20, 1995. Certain
legal actions were initiated by interested persons against AALP and each of the
general partners (4 in total) of the 21 affected programs, and various other
affiliates and related parties. One action, representing a class action on
behalf of the unitholders (limited partners), sought to enjoin the Offer and
obtain unspecified monetary damages. A settlement of this litigation was
proposed and was preliminarily approved by the United States District Court for
the District of Massachusetts (the "Court") on September 27, 1995. A final
settlement hearing is scheduled on November 15, 1995. A second class action,
brought in the Superior Court of the Commonwealth of Massachusetts, seeks to
enjoin the Offer, obtain unspecified monetary damages, and intervene in the
first class action. The plaintiffs have filed objections to the proposed
settlement of the first action. At this date, these objections have not been
acted upon by the Superior Court. As of the Offer expiration date, the limited
partners of the Partnership had tendered approximately 97,560 Units or 8.65% of
the total outstanding Units of the Partnership to AALP. Notwithstanding the
foregoing, the operations of the Partnership are not expected to be adversely
affected by the proceedings or proposed settlements.
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Three and nine months ended September 30, 1995 compared to the three and nine
months ended September 30, 1994:
Overview
As an equipment leasing partnership, the Partnership was organized to
acquire a diversified portfolio of capital equipment subject to lease agreements
with third parties. The Partnership was designed to progress through three
principal phases: acquisitions, operations, and liquidation. During the
operations phase, a period of approximately six years, all equipment in the
Partnership's portfolio will progress through various stages. Initially, all
equipment will generate rental revenue under primary term lease agreements.
During the life of the Partnership, these agreements will expire on an
intermittent basis and equipment held pursuant to the related leases will be
renewed, re-leased or sold, depending on prevailing market conditions and the
assessment of such conditions by AFG to obtain the most advantageous economic
benefit. Over time, a greater portion of the Partnership's original equipment
portfolio will become available for remarketing and cash generated from
operations and from sales or refinancings will begin to fluctuate. Ultimately,
all equipment will be sold and the Partnership will be dissolved. The
Partnership's operations commenced in 1987.
Results of Operations
For the three and nine months ended September 30, 1995, the Partnership
recognized lease revenue of $275,818 and $800,343, respectively, compared to
$423,582 and $1,523,819 for the same periods in 1994. The decrease in lease
revenue between 1994 and 1995 was expected and resulted principally from primary
lease term expirations and the sale of equipment.
The Partnership's equipment portfolio includes certain assets in which the
Partnership holds a proportionate ownership interest. In such cases, the
remaining interests are owned by AFG or an affiliated equipment leasing program
sponsored by AFG. Proportionate equipment ownership enables the Partnership to
further diversify its equipment portfolio by participating in the ownership of
selected assets, thereby reducing the general levels of risk which could result
from a concentration in any single equipment type, industry or lessee. The
Partnership and each affiliate individually report, in proportion to their
respective ownership interests, their respective shares of assets, liabilities,
revenues, and expenses associated with the equipment.
At June 30, 1994, the Managing General Partner reviewed the aggregate
amount reserved against potentially uncollectable rents and determined a reserve
of $60,000 would be appropriate. Accordingly, the Partnership reduced its
reserve and increased lease revenue in the amount of $53,000. It cannot be
determined whether the Partnership will recover any past due rents in the
future; however, the Managing General Partner will pursue the collection of all
such items.
Interest income for the three and nine months ended September 30, 1995 was
$10,716 and $32,771 compared to $14,515 and $39,260 for the same periods in
1994. Interest income is generated from temporary investment of rental receipts
and equipment sale proceeds in short-term instruments. The decrease in interest
income from 1994 to 1995 was attributable to a lower availability of cash used
for investment prior to distribution to the Partners. The amount of future
interest income is expected to fluctuate in relation to prevailing interest
rates and the collection of lease revenue and equipment sale proceeds.
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
During the three and nine months ended September 30, 1995, the Partnership
sold equipment which had been fully depreciated to existing lessees and third
parties. These sales resulted in net gains, for financial statement purposes, of
$189,695 and $470,707, respectively.
During the three and nine months ended September 30, 1994, the Partnership
sold equipment having a net book value of $324 and $1,307, respectively, which
resulted in net gains, for financial statement purposes, of $41,878 and
$103,730, respectively.
It cannot be determined whether future sales of equipment will result
in a net gain or a net loss to the Partnership, as such transactions will be
dependent upon the condition and type of equipment being sold and its
marketability at the time of sale. In addition, the amount of gain or loss
reported for financial statement purposes is partly a function of the amount of
accumulated depreciation associated with the equipment being sold.
The ultimate realization of residual value for any type of equipment is
dependent upon many factors, including AFG's ability to sell and re-lease
equipment. Changing market conditions, industry trends, technological advances,
and many other events can converge to enhance or detract from asset values at
any given time. AFG attempts to monitor these changes in order to identify
opportunities which may be advantageous to the Partnership and which will
maximize total cash returns for each asset.
The total economic value realized upon final disposition of each asset is
comprised of all primary lease term revenue generated from that asset, together
with its residual value. The latter consists of cash proceeds realized upon the
asset's sale in addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis. The Partnership classifies
such residual rental payments as lease revenue. Consequently, the amount of gain
or loss reported in the financial statements is not necessarily indicative of
the total residual value the Partnership achieved from leasing the equipment.
Depreciation expense for the three and nine months ended September 30, 1995
was $177,100 and $532,071, respectively, compared to $273,725 and $874,181 for
the same periods in 1994. For financial reporting purposes, to the extent that
an asset is held on primary lease term, the Partnership depreciates the
difference between (i) the cost of the asset and (ii) the estimated residual
value of the asset on a straight-line basis over such term. For purposes of this
policy, estimated residual values represent estimates of equipment values at the
date of primary lease expiration. To the extent that an asset is held beyond its
primary lease term, the Partnership continues to depreciate the remaining net
book value of the asset on a straight-line basis over the asset's remaining
economic life.
Interest expense was $16 and $726 or less than 1% of lease revenue for each
of the three and nine month periods ended September 30, 1995, respectively,
compared to $5,506 and $21,783 or 1.3% and 1.4% of lease revenue for the same
periods in 1994. Interest expense is not expected to be incurred in future
periods due to the retirement of all outstanding debt obligations.
Management fees were 5% of lease revenue in each of the periods ended
September 30, 1995 and 1994 and will not change as a percentage of lease revenue
in future periods.
Operating expenses consist principally of administrative charges,
professional service costs, such as audit and legal fees, as well as printing,
distribution and remarketing expenses. In certain cases, equipment storage or
repairs and maintenance costs may be incurred in connection with equipment being
remarketed. Collectively, operating expenses represented approximately 7.3% and
10.9% of lease revenue for the three and nine month periods ended September 30,
1995, respectively, compared to 20.2% and 8.6% of lease revenue for the same
periods in 1994. Operating expenses were higher in 1994 than in 1995 due to
repair, maintenance, legal and other costs incurred in connection with the
re-lease of an L1011-100 aircraft to a third party. The amount of future
operating expenses cannot be predicted with certainty; however, such expenses
are usually higher during the acquisition and liquidation phases of a
partnership. Other fluctuations typically occur in relation to the volume and
timing of remarketing activities.
Liquidity and Capital Resources and Discussion of Cash Flows
The Partnership by its nature is a limited life entity which was
established for specific purposes described in the preceding "Overview". As an
equipment leasing program, the Partnership's principal operating activities
derive from asset rental transactions. Accordingly, the Partnership's principal
source of cash from operations is provided by the collection of periodic rents.
These cash inflows are used to satisfy debt service obligations associated with
leveraged leases, and to pay management fees and operating costs. Operating
activities generated net cash inflows of $873,569 and $1,335,991 in 1995 and
1994, respectively. Future renewal, re-lease and equipment sale activities will
cause a gradual decline in the Partnership's lease revenue and corresponding
sources of operating cash. Overall, expenses associated with rental activities,
such as management fees, and net cash flow from operating activities will
decline as the Partnership experiences a higher frequency of remarketing events.
Ultimately, the Partnership will dispose of all assets under lease. This
will occur principally through sale transactions whereby each asset will be sold
to the existing lessee or to a third party. Generally, this will occur upon
expiration of each asset's primary or renewal/re-lease term. In certain
instances, casualty or early termination events may result in the disposal of an
asset. Such circumstances are infrequent and usually result in the collection of
stipulated cash settlements pursuant to terms and conditions contained in the
underlying lease agreements.
Cash expended for equipment acquisitions and cash realized from asset
disposal transactions are reported under investing activities on the
accompanying Statement of Cash Flows. In 1994, the Partnership capitalized
$18,346 in connection with the upgrade of an L1011-100 aircraft. During the nine
months ended September 30, 1995, the Partnership realized $470,707 in equipment
sale proceeds compared to $105,037 for the same period in 1994. Future inflows
of cash from asset disposals will vary in timing and amount and will be
influenced by many factors including, but not limited to, the frequency and
timing of lease expirations, the type of equipment being sold, its condition and
age, and future market conditions.
The Partnership obtained long-term financing in connection with certain
equipment leases. The repayments of principal related to such indebtedness are
reported as a component of financing activities. Each note payable is recourse
only to the specific equipment financed and to the minimum rental payments
contracted to be received during the debt amortization period (which period
generally coincides with the lease rental term). As rental payments are
collected, a portion or all of the rental payment is used to repay the
associated indebtedness. At September 30, 1995, the Partnership had no
outstanding indebtedness.
Cash distributions to the General Partners and Recognized Owners are
declared and generally paid within fifteen days following the end of each
calendar quarter. The payment of such distributions is presented as a component
of financing activities. For the nine month period ended September 30, 1995, the
Partnership declared total cash distributions of Distributable Cash From
Operations and Distributable Cash From Sales and Refinancings of $1,067,547. In
accordance with the Amended and Restated Agreement and Certificate of Limited
Partnership, the Recognized Owners were allocated 99% of these distributions, or
$1,056,872, and the General Partners were allocated 1%, or $10,675. The third
quarter 1995 cash distribution was paid on October 13, 1995.
Cash distributions paid to the Recognized Owners consist of both a return
of and a return on capital. To the extent that cash distributions consist of
Cash From Sales or Refinancings, substantially all of such cash distributions
should be viewed as a return of capital. Cash distributions do not represent and
are not indicative of yield on investment. Actual yield on investment cannot be
determined with any certainty until conclusion of the Partnership and will be
dependent upon the collection of all future contracted rents, the generation of
renewal and/or re-lease rents, and the residual value realized for each asset at
its disposal date. Future market conditions, technological changes, the ability
of AFG to manage and remarket the assets, and many other events and
circumstances, could enhance or detract from individual asset yields and the
collective performance of the Partnership's equipment portfolio.
The future liquidity of the Partnership will be influenced by the foregoing
and will be greatly dependent upon the collection of contractual rents and the
outcome of residual activities. The Managing General Partner anticipates that
cash proceeds resulting from these sources will satisfy the Partnership's future
expense obligations. However, the amount of cash available for distribution in
future periods will fluctuate. Equipment lease expirations and asset disposals
will cause the Partnership's net cash from operating activities to diminish over
time; and equipment sale proceeds will vary in amount and period of realization.
Accordingly, fluctuations in the level of quarterly cash distributions will
occur during the life of the Partnership.
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
FORM 10-Q
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Response: None
Item 2. Changes in Securities
Response: None
Item 3. Defaults upon Senior Securities
Response: None
Item 4. Submission of Matters to a Vote of
Security Holders
Response: None
Item 5. Other Information
Response: None
Item 6(a). Exhibits
Response: None
Item 6(b). Reports on Form 8-K
Response: None
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
By: AFG Leasing Incorporated, a Massachusetts
corporation and the Managing General Partner of
the Registrant.
By:
Gary M. Romano
Vice President and Controller
(Duly Authorized Officer and
Principal Accounting Officer)
Date:
14
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on behalf of the registrant and in the capacity and
on the date indicated.
AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP
By: AFG Leasing Incorporated, a Massachusetts
corporation and the Managing General Partner of
the Registrant.
By: /s/ Gary M. Romano
Gary M. Romano
Vice President and Controller
(Duly Authorized Officer and
Principal Accounting Officer)
Date: November 13, 1995