SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 30, 1995
UNITED DOMINION REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-10524 54-0857512
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation of organization) File Number) Identification No.)
10 South Sixth Street, Suite 203, Richmond, Virginia 23219-3802
(Address of principal executive offices)
Registrant's telephone number, including area code (804) 780-2691
NO CHANGE
(Former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets
On June 30, 1995, the registrant, United Dominion Realty Trust, Inc.
("the Trust"), acquired an apartment property from Walden Lake I, Ltd., a
Florida limited partnership. Following this transaction, the Trust's
acquisitions for 1995 were "significant" in the aggregate.
A brief summary of each of the Trust's 1995 acquisitions to date is set
forth below. Each property was acquired from an unrelated seller for
consideration agreed upon through arm's length bargaining. Unless stated
otherwise, to the extent cash was utilized to complete an acquisition, the
source of that cash was (i) net proceeds of approximately $101.5 million from
the April, 1995 public sale of 9 1/4% Cumulative Redeemable Preferred Stock
( $25 liquidation preference value) or (ii) bank line borrowings.
On February 10, 1995, the Trust, acquired an apartment property from
Hickory Villa Associates, Ltd., a Tennessee limited partnership for $7.1
million, including closing costs, all cash. Hickory Pointe Apartments,
located in Memphis, Tennessee, is a 240 unit garden apartment community
located on 12.02 acres built in 1985.
On March 29, 1995, the Trust acquired an apartment property from
MAQ/Gwinnett Square Associates, L.P., a Georgia limited partnership for $9.3
million, including closing costs, all cash. Gwinnett Square Apartments,
located in Atlanta, Georgia, is a 239 garden apartment community located on
18.50 acres built in 1985.
On May 4, 1995, the Trust, acquired a portfolio of nine apartment
communities, located in Delaware (1), Maryland (5), and Virginia (3). The
nine communities were purchased in nine separate but related transactions
from various real estate partnerships associated with High Associates, Ltd.,
a division of High Industries, Inc., Lancaster, Pennsylvania for $65.7
million, including closing costs (the "High Portfolio") as described below.
The Trust acquired an apartment property from Brittingham Square Limited
Partnership, a Maryland limited partnership for $5.6 million, including closing
costs, all cash. Brittingham Square Apartments, located in Salisbury, Maryland,
is a 144 unit garden apartment community located on 12.09 acres built in 1991.
The Trust acquired an apartment property from The Greens at Schumaker Pond
I Limited Partnership, a Maryland limited partnership for $6.8 million,
including closing costs, all cash. The Greens at Schumaker Pond Apartments,
located in Salisbury, Maryland, is a 168 unit garden apartment community located
on 12.49 acres built in 1988.
The Trust acquired an apartment property from the Greens at Hollymead
Limited Partnership, a Virginia limited partnership for $6.2 million, including
closing costs, all cash. The Greens at Hollymead Apartments, located in
Charlottesville, Virginia , is a 144 unit garden apartment community located on
14.40 acres built in 1990.
The Trust acquired an apartment property from The Greens at Falls Run
Limited Partnership, a Virginia limited partnership for $8.1 million, including
closing costs, all cash. The Greens at Falls Run Apartments, located in
Fredericksburg, Virginia, is a 200 unit garden apartment community located on
17.92 acres built in 1989.
The Trust acquired an apartment property from The Greens at Hilton Run I
Limited Partnership and The Greens at Hilton Run II Limited Partnership,
Maryland limited partnerships for $13.2 million, including closing costs, all
cash. The Greens at Hilton Run Apartments, located in Lexington Park, Maryland,
is a 328 unit garden apartment community located on 56.04 acres built in 1988.
The Trust acquired an apartment property from The Greens at Cross Court
Associates Limited Partnership and the Greens at Cross Court II Limited
Partnership, Maryland limited partnerships for $5.7 million, including closing
costs, all cash. The Greens at Cross Court Apartments, located in Easton,
Maryland, is a 144 unit garden apartment community located on 27.11 acres built
in 1987.
The Trust acquired an apartment property from The Greens of Constant
Friendship I Limited Partnership, a Maryland limited partnership for $5.6
million, including closing costs, all cash. The Greens of Constant Friendship
Apartments, located in Baltimore, Maryland, is a 136 unit garden apartment
community located on 10.85 acres built in 1990.
The Trust acquired an apartment property from The Greens of Kent Limited
Partnership, a Delaware limited partnership for $ 6.4 million, including closing
costs, all cash. The Greens at Cedar Chase Apartments, located in Dover,
Delaware, is a 144 unit garden apartment community located on 15.79 acres built
in two phases in 1988 and 1989.
The Trust acquired an apartment property from The Manor at England Run
Limited Partnership, a Virginia limited partnership for $8.1 million, including
closing costs, all cash. The Manor at England Run Apartments, located in
Fredericksburg ,Virginia, is a 188 unit garden apartment community located on
15.88 acres built in 1990.
On June 30, 1995, the Trust acquired an apartment property from Walden
Lake Apartment I, Ltd., a Florida limited partnership for $13.4 million,
including closing costs, all cash. Hunters Ridge at Walden Lake Apartments,
located near Tampa in Plant City, Florida, is a 352 unit garden apartment
community located on 46.64 acres constructed in two phases in 1991 and 1994.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
Description Location
(a) Financial Statements of Businesses Acquired 5 through 10
(b) Pro Forma Financial Information 11 through 18
(c) Exhibits
(23) Consents of Independent Auditors 20
(Letterhead of L. P. Martin & Company)
Independent Auditors' Report
To the Owners of
Brittingham Square Apartments, The Greens at Cedar Chase Apartments, The Greens
at Cross Court Apartments, The Greens at Falls Run Apartments, The Greens at
Hilton Run Apartments, The Greens at Hollymead Apartments, The Greens at
Schumaker Pond Apartments, The Greens of Constant Friendship Apartments, The
Manor at England Run Apartments
We have audited the accompanying combined statement of rental operations (as
defined in Note 2) of the following apartment properties for the year ended
December 31, 1994:
Brittingham Square Apartments
The Greens at Cedar Chase Apartments
The Greens at Cross Court Apartments
The Greens at Falls Run Apartments
The Greens at Hilton Run Apartments
The Greens at Hollymead Apartments
The Greens at Schumaker Pond Apartments
The Greens of Constant Friendship Apartments
The Manor at England Run Apartments
This financial statement is the responsibility of the management of the
apartment properties. Our responsibility is to express an opinion on this
statement based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
The statement was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in a
Current Report on Form 8-K of United Dominion Realty Trust, Inc.), as described
in Note 5, and is not intended to be a complete presentation of the apartment
properties' revenues and expenses.
In our opinion, the statement referred to above presents fairly, in all
material respects, the income and operating expenses, as described in Note 2, of
the apartment properties for the year ended December 31, 1994, in conformity
with generally accepted accounting principles.
L. P. Martin & Company, P.C.
Certified Public Accountants
May 24, 1995
BRITTINGHAM SQUARE APARTMENTS
THE GREENS AT CEDAR CHASE APARTMENTS
THE GREENS AT CROSS COURT APARTMENTS
THE GREENS AT FALLS RUN APARTMENTS
THE GREENS AT HILTON RUN APARTMENTS
THE GREENS AT HOLLYMEAD APARTMENTS
THE GREENS AT SCHUMAKER POND APARTMENTS
THE GREENS OF CONSTANT FRIENDSHIP APARTMENTS
THE MANOR AT ENGLAND RUN APARTMENTS
COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
REVENUES FROM RENTAL PROPERTY $ 11,095,211
RENTAL PROPERTY EXPENSES:
Real Estate Taxes 741,060
Repairs and Maintenance 1,453,052
Utilities 681,216
Property Management Fees 440,798
Other Operating Expenses 1,143,556
TOTAL RENTAL PROPERTY EXPENSES 4,459,682
INCOME FROM RENTAL OPERATIONS $ 6,635,529
The accompanying notes are an integral part of this statement.
BRITTINGHAM SQUARE APARTMENTS
THE GREENS AT CEDAR CHASE APARTMENTS
THE GREENS AT CROSS COURT APARTMENTS
THE GREENS AT FALLS RUN APARTMENTS
THE GREENS AT HILTON RUN APARTMENTS
THE GREENS AT HOLLYMEAD APARTMENTS
THE GREENS AT SCHUMAKER POND APARTMENTS
THE GREENS OF CONSTANT FRIENDSHIP APARTMENTS
THE MANOR AT ENGLAND RUN APARTMENTS
NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
NOTE 1 - BASIS OF PRESENTATION
The apartment properties consist of nine residential apartment communities
located in Delaware, Maryland, and Virginia together with the existing leases.
The assets that comprise the Properties have been held as an investment of the
following owners (the owners), throughout the year ended December 31, 1994. The
accompanying financial statement presents the results of rental operations of
the Properties as a stand-alone entity.
Property Owner
Brittingham Square Apartments Brittingham Square Limited Partnership,
a Maryland limited partnership
The Greens at Cedar Chase Apartments The Greens of Kent Limited Partnership,
a Delaware limited partnership
The Greens at Cross Court Apartments The Greens at Cross Court Associates
(I and II) Limited Partnership, Maryland
limited partnerships
The Greens at Falls Run Apartments The Greens at Falls Run Limited Partnership,
a Virginia limited partnership
The Greens at Hilton Run Apartments The Greens at Hilton Run (I and II) Limited
Partnership, Maryland limited partnerships
The Greens at Hollymead Apartments The Greens at Hollymead Limited
Partnership, a Virginia limited partnership
The Greens at Schumaker Pond Apartments The Greens at Schumaker Pond Limited
Partnership, a Maryland limited partnership
The Greens of Constant Friendship The Greens of Constant Friendship I
Apartments Limited Partnership, a Maryland limited
partnership
The Manor at England Run Apartments The Manor at England Run Limited
Partnership, a Virginia limited partnership
BRITTINGHAM SQUARE APARTMENTS
THE GREENS AT CEDAR CHASE APARTMENTS
THE GREENS AT CROSS COURT APARTMENTS
THE GREENS AT FALLS RUN APARTMENTS
THE GREENS AT HILTON RUN APARTMENTS
THE GREENS AT HOLLYMEAD APARTMENTS
THE GREENS AT SCHUMAKER POND APARTMENTS
THE GREENS OF CONSTANT FRIENDSHIP APARTMENTS
THE MANOR AT ENGLAND RUN APARTMENTS
NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue and Expense Recognition
The accompanying combined statement of rental operations has been prepared using
the accrual method of accounting. Certain expenses such as depreciation,
amortization, income taxes, mortgage interest expense and asset management
fees are not reflected in the statement of rental operations, as required
by Rule 3-14 of Regulation S-X of the Securities and Exchange Commission.
Repairs and Maintenance
Repairs and maintenance costs are expensed as incurred, while significant
improvements, renovations and replacements are capitalized.
NOTE 3 - THE PROPERTIES
The properties consist of garden style residential apartment communities.
The properties are geographically distributed as follows:
Total Number
Property Location of Apartments
Brittingham Square Salisbury, MD 144
The Greens at Cedar Chase Dover, DE 144
The Greens at Cross Court Easton, MD 144
The Greens at Falls Run Fredericksburg, VA 200
The Greens at Hilton Run Lexington Park, MD 328
The Greens at Hollymead Charlottesville, VA 144
The Greens at Schumaker Pond Salisbury, MD 168
The Greens of Constant Friendship Baltimore, MD 136
The Manor at England Run Fredericksburg, VA 188
1,596
BRITTINGHAM SQUARE APARTMENTS
THE GREENS AT CEDAR CHASE APARTMENTS
THE GREENS AT CROSS COURT APARTMENTS
THE GREENS AT FALLS RUN APARTMENTS
THE GREENS AT HILTON RUN APARTMENTS
THE GREENS AT HOLLYMEAD APARTMENTS
THE GREENS AT SCHUMAKER POND APARTMENTS
THE GREENS OF CONSTANT FRIENDSHIP APARTMENTS
THE MANOR AT ENGLAND RUN APARTMENTS
NOTES TO THE COMBINED STATEMENT OF RENTAL OPERATIONS
YEAR ENDED DECEMBER 31, 1994
NOTE 4 - PROPERTY MANAGEMENT FEES
Property management services were provided through Case/Edwards Enterprises,
Inc., an affiliate of the owners of the properties. Fees for such services
were 4% of gross receipts from operations.
NOTE 5 - SALE OF PROPERTIES
The properties were sold to United Dominion Realty Trust, Inc. on May 4, 1995.
This combined statement of rental operations has been prepared to be
included in a Current Report on Form 8-K to be filed by United Dominion Realty
Trust, Inc.
UNITED DOMINION REALTY TRUST, INC.
CERTAIN PROPERTIES ACQUIRED
COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS OF DOLLARS)
Rental income $ 11,095
Rental expenses (excluding depreciation):
Utilities $ 681
Repairs and maintenance 1,453
Real estate taxes 741
Property management 441
Other rental expenses 1,144 4,460
Excess of revenues over certain rental expenses $ 6,635
CERTAIN PROPERTIES ACQUIRED
COMBINED SUMMARY OF REVENUES AND CERTAIN RENTAL EXPENSES
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(IN THOUSANDS OF DOLLARS)
Rental income $ 2,849
Rental expenses (excluding depreciation):
Utilities $ 174
Repairs and maintenance 268
Real estate taxes 184
Property management 113
Other rental expenses 289 1,028
Excess of revenues over certain rental expenses $ 1,821
NOTES TO COMBINED SUMMARY OF REVENUES
AND CERTAIN RENTAL EXPENSES
The combined summary of revenues and certain rental expenses reflect the
operations of the High Portfolio ("the properties"), for the year ended December
31, 1994 based upon the combined audited statement of rental operations of the
properties appearing elsewhere herein and for the three month period ended March
31, 1995 based upon the unaudited statement of rental operations of the
property.
The combined summary has been prepared on the accrual method of
accounting. Rental expenses include repair and maintenance expenses, utilities,
real estate taxes, insurance and certain other expenses. In accordance with the
regulations of the Securities and Exchange Commission, mortgage interest
expenses, depreciation, and general and administrative costs have been excluded
from operating expenses, as they are dependent upon a particular owner, purchase
price or financial arrangement.
In assessing the properties, management considered the existing and
potential tenant base, expected job growth in the area, occupancy rates, the
competitive nature of the market and comparative rental rates. Furthermore,
current and anticipated maintenance and repair costs, real estate taxes and
anticipated capital improvements were assessed.
UNITED DOMINION REALTY TRUST, INC.
CONSOLIDATED PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The following consolidated pro forma balance sheet at March 31, 1995
gives effect to the acquisition by the Trust of the nine apartment
communities included in the High Portfolio on May 4, 1995 for $65.7 million,
including closing costs from various real estate partnerships affiliated
with High Associates, Ltd., a division of High Industries, Inc., Lancaster,
Pennsylvania.
The following consolidated pro forma condensed statements of operations
for the year ended December 31, 1994 and the three months ended March 31,
1995 assume the acquisition of the High Portfolio as if it had occurred at
the beginning of each period presented.
The pro forma condensed statements have been prepared by the management
of the Trust. The pro forma condensed financial statements of operations may
not be indicative of the results that would have occurred had the
acquisitions been completed on the dates indicated. Also, they necessarily
are not indicative of future results. The pro forma condensed financial
statements should be read in conjunction with the Trust's audited financial
statements for the year ended December 31, 1994 (included in the Trust's Form
10-K for the year ended December 31, 1994) and the unaudited financial
statements as of March 31, 1995 and for the three months then ended (included
in the Trust's Form 10-Q for the periods ended March 31, 1995) and the
accompanying notes.
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 1995
(Unaudited)
(In thousands, except share data)
PRO
FORMA PRO
HISTORICAL (1) ADJUSTMENTS FORMA
Assets
Real estate owned
Apartments $950,717 $65,705 (2) $1,016,422
Shopping centers 73,483 73,483
Office and industrial buildings 4,604 4,604
1,028,804 65,705 1,094,509
Less accumulated depreciation 129,139 129,139
899,665 65,705 965,370
Cash and cash equivalents 12,386 12,386
Other assets 18,753 18,753
$930,804 $65,705 $996,509
Liabilities and shareholders' equity
Mortgage notes payable $153,325 $153,325
7 1/4% Notes due April 1, 1999 75,000 75,000
8 1/2% debentures due September 15, 2024 150,000 150,000
Other notes payable 155,355 155,355
Accounts payable, accrued expenses and other 16,057 16,057
Distributions payable to shareholders 11,640 11,640
561,377 561,377
Shareholders' equity:
Preferred stock, 25,000,000 shares authorized, no shares
outstanding at March 31, 1995 (2,719,412 shares of
9 1/4% Cumulative Redeemable, $25 liquidation preference value
outstanding in pro forma) - 67,985 (3) 67,985
Common stock, $1 par value; 100,000,000 shares authorized
51,731,984 shares issued and outstanding 51,732 51,732
Additional paid in capital 427,364 (2,280)(3) 425,084
Notes receivable from officer shareholders (5,984) (5,984)
Distributions in excess of earnings (103,685) (103,685)
Total shareholders' equity 369,427 65,705 435,132
$930,804 $65,705 $996,509
See accompanying notes.
UNITED DOMINION REALTY TRUST, INC.
NOTES TO CONSOLIDATED PRO FORMA BALANCE SHEET
MARCH 31, 1995
(UNAUDITED)
(1) Represents the Trust's Historical Balance Sheet contained in the
Trust's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
(2) Represents the purchase price of $65.7 million, including closing
costs, for the nine properties acquired in the High Portfolio.
(3) On April 24, 1995, the Trust sold 4.2 million shares of 9 1/4%
Cumulative Redeemable Preferred Stock with a $25 liquidation
preference value ("preferred stock"). Net proceeds from the sale
of the preferred stock of approximately $101.5 million were used to
fund the acquisition of the High Portfolio and to repay, in full,
then existing bank debt. Item (3) represents the net proceeds
received by the Trust from the sale of 2.7 million shares of the
preferred stock used to acquire the High Portfolio. The preferred
stock was recorded at the liquidation preference value of $25 per
share and underwriting discounts and other offering costs of $2.3
million were incurred and recorded against additional paid in
capital.
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months Ended March 31, 1995
(Unaudited)
(In thousands of dollars, except per share data)
PRO FORMA PRO
HISTORICAL (1) HIGH PORTFOLIO (2) ADJUSTMENTS FORMA
Income
Property operations:
Rental Income $45,493 $2,849 $48,342
Property expenses:
Utilities 3,657 174 3,831
Repairs & maintenance 6,347 268 6,615
Real estate taxes 3,236 184 3,420
Property management 1,254 113 ($15)(3) 1,352
Other operating expenses 4,069 289 4,358
Depreciation of real estate owned 9,056 409 (4) 9,465
27,619 1,028 394 29,041
Income from property operations 17,874 1,821 (394) 19,301
Interest income 174 174
18,048 1,821 (394) 19,475
Expenses
Interest 10,454 10,454
General and administrative 1,234 1,234
Other depreciation and amortization 273 273
11,961 0 0 11,961
Income before gains on investments
and extraordinary item 6,087 1,821 (394) 7,514
Gains on sale of investments 63 63
Net income 6,150 1,821 (394) 7,577
Dividends to preferred shareholders 1,572 (5) 1,572
Net income available for common shareholders $6,150 $1,821 ($1,966) $6,005
Weighted average common shares 51,125 51,125
Net income per common share $0.12 $0.12
Cash dividends per common share $0.225 $0.225
See accompanying notes.
UNITED DOMINION REALTY TRUST, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Twelve Months Ended December 31, 1994
(Unaudited)
(In thousands of dollars, except per share data)
PRO FORMA PRO
HISTORICAL (1) HIGH PORTFOLIO (2) ADJUSTMENTS FORMA
Income
Property operations:
Rental Income $139,972 $11,095 $151,067
Property expenses:
Utilities 11,206 681 11,887
Repairs & maintenance 21,216 1,453 22,669
Real estate taxes 9,658 741 10,399
Property management 4,645 441 ($60)(3) 5,026
Other operating expenses 12,141 1,144 13,285
Depreciation of real estate owned 28,729 1,637 (4) 30,366
87,595 4,460 1,577 93,632
Income from property operations 52,377 6,635 (1,577) 57,435
Interest income 756 756
53,133 6,635 (1,577) 58,191
Expenses
Interest 28,521 28,521
General and administrative 4,803 4,803
Other depreciation and amortization 691 691
34,015 0 0 34,015
Income before gains on investments
and extraordinary item 19,118 6,635 (1,577) 24,176
Gains on sale of investments 108 108
Income before extraordinary item 19,226 6,635 (1,577) 24,284
Extraordinary item - early extinguishment of
debt (89) (89)
Net income 19,137 6,635 (1,577) 24,195
Dividends to preferred shareholders 6,289 (5) 6,289
Net income available to common shareholders $19,137 $6,635 ($7,866) $17,906
Weighted average common shares 46,182 46,182
Net income per share common share $0.41 $0.39
Cash dividends per common share $0.78 $0.78
See accompanying notes.
UNITED DOMINION REALTY TRUST, INC.
NOTES TO PRO FORMA STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND
THE YEAR ENDED DECEMBER 31, 1994
(UNAUDITED)
(1) Represents the Trust's Historical Statements of Operations
contained in its Quarterly Report on Form 10-Q for the three months
ended March 31, 1995 and its Annual Report on Form 10-K for the
year ended December 31, 1994.
(2) Represents actual rental income and related operating expenses of
the High Portfolio, as reported elsewhere herein.
(3) Reflects the net decrease in property management fees for the High
Portfolio. The Trust internally manages its apartment properties
at a cost of approximately 3.5% of rental income.
(4) Reflects the net adjustments to depreciation expense to record the
High Portfolio at the beginning of each period presented.
Depreciation is computed on a straight-line basis over the
estimated useful lives of the related assets. Buildings have been
depreciated over 35 years and other improvements of 15 years based
upon the initial cost of the High Portfolio of $65.7 million.
(5) Reflects the adjustment to net income to record dividends paid to
preferred shareholders on 2.7 million shares of preferred stock in
calculating net income available to common shareholders.
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 hereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
Date: July 17, 1995 /s/ James Dolphin
James Dolphin, Senior Vice President
Chief Financial Officer
Date: July 17, 1995 /s/ Jerry A. Davis
Jerry A. Davis, Vice President
Controller