================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST I (Exact Name of Registrant as Specified in Its Certificate of Trust) Commission File Number: 1-8503-01 Delaware 52-6829385 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) c/o The Bank of New York, 101 Barclay Street, 21st Floor, New York, N.Y. 10286 (212) 815-5084 Attention: Corporate Trust Trustee Administration (Address, including zip code, and telephone number, including area code of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - ------------------- ----------------------------------------- 8.36% Trust Originated Preferred New York Stock Exchange Securities (TOPrS) (and the related guarantee) Securities registered pursuant to Section 12(g) of the Act: None HEI PREFERRED FUNDING, LP (Exact Name of Registrant as Specified in Its Certificate of Limited Partnership) Commission File Number: 1-8503-02 Delaware 52-2007237 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 300 Delaware Avenue, Suite 1704, Wilmington, Delaware 19801 (302) 427-5738 (Address, including zip code, and telephone number, including area code of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered - ------------------- ----------------------------------------- 8.36% Partnership Preferred None Securities (and the related guarantee) Securities registered pursuant to Section 12(g) of the Act: None 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 ----- ----- As of June 30, 1997, no voting securities of the Registrants were held by non- affiliates of the Registrants. ================================================================================ Hawaiian Electric Industries Capital Trust I HEI Preferred Funding, LP Form 10-Q--Quarter ended June 30, 1997 INDEX PAGE NO. PART I. FINANCIAL INFORMATION Item 1. Financial statements Hawaiian Electric Industries Capital Trust I -------------------------------------------- Balance sheet (unaudited) - June 30, 1997.................................................. 1 Statements of earnings (unaudited) - for the three months ended June 30, 1997 and the period February 4, 1997 (inception) to June 30, 1997............................. 1 Statements of changes in stockholders' equity (unaudited) - for the three months ended June 30, 1997 and the period February 4, 1997 (inception) to June 30, 1997............................................ 2 Statement of cash flows (unaudited) - for the period February 4, 1997 (inception) to June 30, 1997............................. 2 Notes to financial statements (unaudited).................................................. 3 HEI Preferred Funding, LP ------------------------- Balance sheet (unaudited) - June 30, 1997.................................................. 4 Statements of earnings (unaudited) - for the three months ended June 30, 1997 and the period February 4, 1997 (inception) to June 30, 1997............................. 4 Statements of changes in partners' capital (unaudited) - for the three months ended June 30, 1997 and the period February 4, 1997 (inception) to June 30, 1997............................................ 5 Statement of cash flows (unaudited) - for the period February 4, 1997 (inception) to June 30, 1997............................................ 5 Notes to financial statements (unaudited).................................................. 6 Item 2. Management's discussion and analysis of financial condition and results of operations................................................................ 6 PART II. OTHER INFORMATION Item 1. Legal proceedings.......................................................................... 7 Item 2. Changes in securities...................................................................... 7 Item 3. Defaults upon senior securities............................................................ 7 Item 4. Submission of matters to a vote of security holders........................................ 7 Item 5. Other information.......................................................................... 7 Item 6. Exhibits and reports on Form 8-K........................................................... 7 Signature........................................................................................... 9 i PART I - FINANCIAL INFORMATION - -------------------------------------------------------------------------------- ITEM 1. FINANCIAL STATEMENTS - ----------------------------- Hawaiian Electric Industries Capital Trust I BALANCE SHEET (UNAUDITED) JUNE 30, 1997 (in thousands) - -------------------------------------------------------------------------------- ASSETS - ------ Investment in partnership preferred securities..................... $103,093 ========== STOCKHOLDERS' EQUITY - ----------------------------- Preferred securities (8.36% Trust Originated Preferred Securities; 4,000,000 authorized, issued and outstanding; $25 liquidation amount per security)............................................ $100,000 Common securities (8.36% Trust Common Securities; 123,720 authorized, issued and outstanding; $25 liquidation amount per security)............................................ 3,093 ---------- $103,093 ========== See accompanying notes to financial statements. Hawaiian Electric Industries Capital Trust I STATEMENTS OF EARNINGS (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND THE PERIOD FEBRUARY 4, 1997 (INCEPTION) TO JUNE 30, 1997 Three months February 4, 1997 ended (inception) to (in thousands) June 30, 1997 June 30, 1997 - -------------------------------------------------------------------------------------------------------------- EARNINGS Income on partnership preferred securities................... $ 2,154 $3,471 =============== =============== Note: Hawaiian Electric Industries, Inc. owns all of Hawaiian Electric Industries Capital Trust I's common securities. Therefore, per share data is not meaningful. See accompanying notes to financial statements. 1 Hawaiian Electric Industries Capital Trust I STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND THE PERIOD FEBRUARY 4, 1997 (INCEPTION) TO JUNE 30, 1997 February 4, 1997 Three months (inception) ended to (in thousands) June 30, 1997 June 30, 1997 - -------------------------------------------------------------------------------------------------------- PREFERRED SECURITIES, BEGINNING OF PERIOD...................... $100,000 $ -- Issuance of preferred securities on February 4, 1997 (inception)................................ -- 100,000 -------- -------- BALANCE, END OF PERIOD........................................ 100,000 100,000 -------- -------- COMMON SECURITIES, BEGINNING OF PERIOD......................... 3,093 -- Issuance of common securities on February 4, 1997 (inception)................................ -- 3,093 -------- -------- BALANCE, END OF PERIOD........................................ 3,093 3,093 -------- -------- RETAINED EARNINGS, BEGINNING OF PERIOD......................... -- -- Earnings...................................................... 2,154 3,471 Distribution on common securities............................. (64) (104) Distribution on preferred securities.......................... (2,090) (3,367) -------- -------- BALANCE, END OF PERIOD........................................ -- -- -------- -------- TOTAL STOCKHOLDERS' EQUITY..................................... $103,093 $103,093 ======== ========= See accompanying notes to financial statements. Hawaiian Electric Industries Capital Trust I STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE PERIOD FEBRUARY 4, 1997 (INCEPTION) TO JUNE 30, 1997 (in thousands) - -------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Earnings................................................................................. $ 3,471 --------- NET CASH PROVIDED BY OPERATING ACTIVITIES................................................ 3,471 --------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of partnership preferred securities on February 4, 1997 (inception)............. (103,093) --------- NET CASH USED IN INVESTING ACTIVITIES.................................................... (103,093) --------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of preferred securities on February 4, 1997 (inception)........... 100,000 Proceeds from issuance of common securities on February 4, 1997 (inception)............. 3,093 Distribution on common securities........................................................ (104) Distribution on preferred securities..................................................... (3,367) --------- NET CASH PROVIDED BY FINANCING ACTIVITIES................................................ 99,622 --------- Net increase in cash and equivalents.................................................... -- Cash and equivalents, beginning of period................................................ -- --------- CASH AND EQUIVALENTS, END OF PERIOD...................................................... $ -- ========= See accompanying notes to financial statements. 2 Hawaiian Electric Industries Capital Trust I NOTES TO FINANCIAL STATEMENTS June 30, 1997 (Unaudited) - -------------------------------------------------------------------------------- (1) BASIS OF PRESENTATION - -------------------------- The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Securities and Exchange Commission (SEC) Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes thereto in Hawaiian Electric Industries Capital Trust I's Quarterly Report on SEC Form 10-Q for the period February 4, 1997 (inception) to March 31, 1997. In preparing the Trust's financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of earnings for the period. Actual results could differ significantly from those estimates. In the opinion of the management of Hawaiian Electric Industries Capital Trust I (the Trust), the accompanying unaudited financial statements contain all material adjustments required by GAAP to present fairly the Trust's financial position as of June 30, 1997, the results of its operations for the three months ended June 30, 1997 and for the period February 4, 1997 (inception) to June 30, 1997 and its cash flows for the period February 4, 1997 (inception) to June 30, 1997. All such adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q or other referenced material. The Trust was formed under Delaware law on December 19, 1996, but engaged in no activity until it was capitalized through the issuance of the Trust Preferred Securities and Trust Common Securities on February 4, 1997 (inception) with the proceeds from the sale of the Trust Preferred Securities and the Common Securities. Accordingly, only the current period's results, commencing February 4, 1997 (inception) are presented. 3 HEI Preferred Funding, LP BALANCE SHEET (UNAUDITED) JUNE 30, 1997 (in thousands) - ------------------------------------------------------------------------------- ASSETS - ------ Cash and equivalents............................................. $ 1 Interest receivable.............................................. 26 Investments Corporate commercial paper.................................... 1,213 Affiliate debentures.......................................... 120,073 ----------- $121,313 =========== LIABILITIES AND PARTNERS' CAPITAL - --------------------------------- Liabilities Accounts payable to affiliate................................. $ 27 Partners' capital Limited partner interest...................................... 103,093 General partner interest...................................... 18,193 ----------- Total partners' capital....................................... 121,286 ----------- $121,313 =========== See accompanying notes to financial statements. HEI Preferred Funding, LP STATEMENTS OF EARNINGS (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND THE PERIOD FEBRUARY 4, 1997 (INCEPTION) TO JUNE 30, 1997 February 4, 1997 Three months ended (inception) to (in thousands) June 30, 1997 June 30, 1997 - -------------------------------------------------------------------------------- EARNINGS Interest income Affiliate debentures............... $2,509 $ 4,043 Corporate commercial paper......... 27 27 ------------- ------------- $2,536 $ 4,070 ============= ============= Note: Hycap Management, Inc., a wholly owned subsidiary of Hawaiian Electric Industries, Inc., is the sole general partner of HEI Preferred Funding, LP. Per share data is not meaningful for HEI Preferred Funding, LP. See accompanying notes to financial statements. 4 HEI Preferred Funding, LP STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND THE PERIOD FEBRUARY 4, 1997 (INCEPTION) TO JUNE 30, 1997 Three months February 4, 1997 ended (inception) to (in thousands) June 30, 1997 June 30, 1997 - ----------------------------------------------------------------------------------------------------- LIMITED PARTNER'S CAPITAL, BEGINNING OF PERIOD.............. $103,093 $ -- Issuance of preferred securities on February 4, 1997 (inception)............................. -- 103,093 Earnings allocated to limited partner...................... 2,154 3,471 Distribution to limited partner............................ (2,154) (3,471) -------- -------- BALANCE, END OF PERIOD..................................... 103,093 103,093 -------- -------- GENERAL PARTNER'S CAPITAL, BEGINNING OF PERIOD.............. 18,193 -- Capital contribution....................................... -- 18,193 Earnings allocated to general partner...................... 382 599 Distribution to general partner............................ (382) (599) -------- -------- BALANCE, END OF PERIOD..................................... 18,193 18,193 -------- -------- TOTAL PARTNERS' CAPITAL..................................... $121,286 $121,286 ======== ======== See accompanying notes to financial statements. HEI Preferred Funding, LP STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE PERIOD FEBRUARY 4, 1997 (INCEPTION) TO JUNE 30, 1997 (in thousands) - ------------------------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES Earnings............................................................................... $ 4,070 Increase in interest receivable........................................................ (26) Increase in accounts payable to affiliate.............................................. 27 ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES.............................................. 4,071 ----------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of affiliate debentures....................................................... (120,073) Purchase of commercial paper........................................................... (1,213) ----------- NET CASH USED IN INVESTING ACTIVITIES.................................................. (121,286) ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of preferred securities......................................... 103,093 Capital contribution - general partner................................................. 18,193 Distribution to limited partner........................................................ (3,471) Distribution to general partner........................................................ (599) ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES.............................................. 117,216 ----------- Net increase in cash and equivalents................................................... 1 Cash and equivalents, beginning of period.............................................. -- ----------- CASH AND EQUIVALENTS, END OF PERIOD.................................................... $ 1 =========== See accompanying notes to financial statements. 5 HEI Preferred Funding, LP NOTES TO FINANCIAL STATEMENTS June 30, 1997 (Unaudited) - -------------------------------------------------------------------------------- (1) BASIS OF PRESENTATION - -------------------------- The accompanying unaudited financial statements have been prepared in conformity with GAAP for interim financial information and with the instructions to SEC Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes thereto in HEI Preferred Funding, LP's Quarterly Report on SEC Form 10-Q for the period February 4, 1997 (inception) to March 31, 1997. In preparing the Partnership financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of earnings for the period. Actual results could differ significantly from those estimates. In the opinion of the management of HEI Preferred Funding, LP (the Partnership), the accompanying unaudited financial statements contain all material adjustments required by GAAP to present fairly the Partnership's financial position as of June 30, 1997, the results of its operations for the three months ended June 30, 1997 and for the period February 4, 1997 (inception) to June 30, 1997 and its cash flows for the period February 4, 1997 (inception) to June 30, 1997. All such adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q or other referenced material. The Partnership was formed on December 23, 1996, but engaged in no activity until it was capitalized through the issuance of its Partnership Preferred Securities and general partner interest on February 4, 1997 (inception) with the proceeds from the sale of the Partnership Preferred Securities and the general partner interest. Accordingly, only the current period's results, commencing February 4, 1997 (inception) are presented. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS - ------------------------------------------------------------------------------- OF OPERATIONS - ------------- Hawaiian Electric Industries Capital Trust I (the Trust) is a statutory business trust formed under the Delaware Business Trust Act, as amended, pursuant to a trust agreement and a certificate of trust filed with the Secretary of State on December 19, 1996. The Trust Agreement was subsequently amended by an amended and restated trust agreement dated as of February 1, 1997. The Trust exists for the exclusive purposes of (i) issuing trust securities, consisting of 8.36% Trust Originated Preferred Securities (the Trust Preferred Securities) and trust common securities (the Trust Common Securities), representing undivided beneficial ownership interests in the assets of the Trust, (ii) investing the gross proceeds of the trust securities in 8.36% Partnership Preferred Securities (the Partnership Preferred Securities) issued by HEI Preferred Funding, LP (the Partnership), and (iii) engaging in only those other activities necessary or incidental thereto. The Partnership is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, as amended, pursuant to an agreement of limited partnership and filing of a certificate of limited partnership with the Secretary of State on December 23, 1996, which was subsequently amended by an amended and restated agreement of limited partnership dated as of February 1, 1997. Hycap Management, Inc. (Hycap), a wholly owned subsidiary of Hawaiian Electric Industries, Inc. (the Company), is the sole general partner of the Partnership. The Partnership is managed by the general partner and exists for the exclusive purposes of (a) purchasing certain eligible debt instruments of the Company and the wholly owned subsidiaries of the Company (collectively, the Affiliate Investment Instruments) and certain U.S. government obligations and commercial paper of unaffiliated entities (Eligible Debt Securities) with the proceeds from (i) the sale of its Partnership Preferred Securities, representing a limited partner interest in the Partnership, to the Trust and (ii) a capital contribution in exchange for the general partner interest in the Partnership, (b) receiving interest and other payments on the Affiliate Investment Instruments and the Eligible Debt Securities held by the Partnership from time to time, (c) making distributions on the Partnership Preferred Securities and distributions on the general partner interest in the Partnership if, as and when declared by the general partner in its sole discretion, (d) subject to the restrictions and conditions contained in the Agreement of Limited Partnership, making 6 additional investments in Affiliate Investment Instruments and Eligible Debt Securities and disposing of any such investments, and (e) except as otherwise limited in the Agreement of Limited Partnership, entering into, making and performing all contracts and other undertakings, and engaging in those activities and transactions as the general partner deems necessary or advisable for carrying out the purposes of the Partnership. The Registrant's activities are limited to issuing securities and investing the proceeds as described above. Since the Trust was organized on December 19, 1996, its activities, as specified in its declaration of trust, have been limited to the issuance of the Trust Preferred Securities and the Trust Common Securities, the investing of the proceeds in the Partnership Preferred Securities, and the payment of distributions on the Trust Preferred Securities and the Trust Common Securities in accordance with their terms. Since the Partnership was organized on December 23, 1996, its activities, as specified in its agreement of limited partnership, have been limited to the issuance of the Partnership Preferred Securities, the receipt of a capital contribution from Hycap, as general partner, the investment of the proceeds from the sale of the Partnership Preferred Securities and the General Partner interest in the Affiliate Investment Instruments and certain eligible debt securities, and the payment of distributions on the Partnership Preferred Securities. All of the foregoing activities of the Trust and the Partnership occurred in or after February 1997. PART II - OTHER INFORMATION - -------------------------------------------------------------------------------- ITEM 1. LEGAL PROCEEDINGS - -------------------------- The Registrants know of no material legal proceedings involving the Trust, the Partnership or the assets of either of them. ITEM 2. CHANGES IN SECURITIES - ------------------------------ Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES - ---------------------------------------- Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------ Not applicable. ITEM 5. OTHER INFORMATION - ----------------------------- Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ----------------------------------------- (A) EXHIBITS Exhibit 4.1 Certificate of Trust dated as of December 19, 1996 (incorporated by reference to Exhibit 4(a)(i) to Registration Statement on Form S-3 (No. 333-18809) (the "Registration Statement")) Exhibit 4.2 Amended and Restated Trust Agreement of the Trust dated as of February 1, 1997 (incorporated by reference to Exhibit 4(f) to the Current Report on Form 8-K of Hawaiian Electric Industries, Inc. dated February 4, 1997, File No. 1-8503 (the "February 4, 1997 Form 8-K")) Exhibit 4.3 Amended and Restated Certificate of Limited Partnership of the Partnership dated as of December 23, 1996 (incorporated by reference to Exhibit 4(c) to the Registration Statement) 7 (A) EXHIBITS (CONTINUED) Exhibit 4.4 Amended and Restated Agreement of Limited Partnership of the Partnership dated as of February 1, 1997 (incorporated by reference to Exhibit 4(e) to the February 4, 1997 Form 8-K) Exhibit 4.5 Trust Preferred Securities Guarantee Agreement with respect to the Trust dated as of February 1, 1997 (incorporated by reference to Exhibit 4(o) to the February 4, 1997 Form 8-K) Exhibit 4.6 Partnership Guarantee Agreement with respect to the Partnership dated as of February 1, 1997 (incorporated by reference to Exhibit 4(p) to the February 4, 1997 Form 8-K) Exhibit 4.7 Junior Indenture between HEI and The Bank of New York, as Trustee, dated as of February 1, 1997 (incorporated by reference to Exhibit 4(i) to the February 4, 1997 Form 8-K) Exhibit 4.8 Officers' Certificate in connection with issuance of 8.36% Junior Subordinated Debenture, Series A, Due 2017 under Junior Indenture of HEI (incorporated by reference to Exhibit 4(l) to the February 4, 1997 Form 8-K) Exhibit 4.9 Affiliate Investment Instruments Guarantee Agreement with respect to 8.36% Junior Subordinated Debenture of HEIDI dated as of February 1, 1997 (incorporated by reference to Exhibit 4(q) to the February 4, 1997 Form 8-K) Exhibit 4.10 8.36% Trust Originated Preferred Security (Liquidation Amount $25 Per Trust Preferred Security) of the Trust (incorporated by reference to Exhibit 4(m) to the February 4, 1997 Form 8-K) Exhibit 4.11 8.36% Junior Subordinated Debenture Series A, Due 2017, of HEI (incorporated by reference to Exhibit 4(n) to the February 4, 1997 Form 8-K) Exhibit 4.12 Certificate Evidencing Trust Common Securities of the Trust dated February 4, 1997 (incorporated by reference to Exhibit 4.12 to the Quarterly Report on Form 10-Q of Hawaiian Electric Industries Capital Trust I, File No. 1-8503-01, and HEI Preferred Funding, LP, File No. 1-8503-02, for the quarter ended March 31, 1997) Exhibit 4.13 Certificate Evidencing Partnership Preferred Securities of the Partnership dated February 4, 1997 (incorporated by reference to Exhibit 4.13 to the Quarterly Report on Form 10-Q of Hawaiian Electric Industries Capital Trust I, File No. 1-8503-01, and HEI Preferred Funding, LP, File No. 1-8503-02, for the quarter ended March 31, 1997) Exhibit 12 Computation of ratios of earnings to combined fixed charges and preferred securities distributions, for the period February 4, 1997 (inception) to March 31, 1997 8 (A) EXHIBITS (CONTINUED) Exhibit 27.1 Hawaiian Electric Industries Capital Trust I-- Financial Data Schedule March 31, 1997 and for the period February 4, 1997 (inception) to March 31, 1997 Exhibit 27.2 HEI Preferred Funding, LP -- Financial Data Schedule March 31, 1997 and for the period February 4, 1997 (inception) to March 31, 1997 (B) REPORTS ON FORM 8-K None SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized on the 13th day of August, 1997. HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST I By: /s/Robert F. Mougeot -------------------- Name: Robert F. Mougeot Title: Regular Trustee (Principal Financial Officer of the Trust) By: /s/Constance H. Lau ------------------- Name: Constance H. Lau Title: Regular Trustee HEI PREFERRED FUNDING, LP By: HYCAP MANAGEMENT, INC., as General Partner By: /s/Robert F. Mougeot -------------------- Name: Robert F. Mougeot Title: Vice President (Principal Financial Officer of the Partnership) 9