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 March 31, 1996
-------------------------------------------------
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 March 31, 1996 Commission File No. 0-19135
American Income Partners V-D Limited Partnership
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-3090151
- ------------------------ --------------------
(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 V-D LIMITED PARTNERSHIP
FORM 10-Q
INDEX
Page
--------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Statement of Financial Position
at March 31, 1996 and December 31, 1995 3
Statement of Operations
for the three months ended March 31, 1996 and 1995 4
Statement of Cash Flows
for the three months ended March 31, 1996 and 1995 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
2
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
STATEMENT OF FINANCIAL POSITION
March 31, 1996 and December 31, 1995
(Unaudited)
March 31, December 31,
1996 1995
----------- ------------
ASSETS
- ------
Cash and cash equivalents $1,336,898 $1,108,982
Contractual right for equipment 8,750 --
Rents receivable 52,433 49,874
Accounts receivable - affiliate 124,537 130,677
Equipment at cost, net of accumulated
depreciation of $9,723,297
and $9,947,876 at March 31, 1996
and December 31, 1995, respectively 2,573,882 2,842,904
---------- ----------
Total assets $4,096,500 $4,132,437
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Notes payable -- $ 86,802
Accrued interest -- 2,029
Accrued liabilities $ 20,747 20,000
Accrued liabilities - affiliate 26,618 11,673
Other liabilities 1,963 --
Deferred rental income 270,820 203,248
Cash distributions payable to partners 189,563 252,751
---------- ----------
Total liabilities 509,711 576,503
---------- ----------
Partners' capital (deficit):
General Partner (352,713) (354,256)
Limited Partnership Interests
(480,227 Units; initial purchase
price of $25 each) 3,939,502 3,910,190
---------- ----------
Total partners' capital 3,586,789 3,555,934
---------- ----------
Total liabilities and partners'
capital $4,096,500 $4,132,437
========== ==========
The accompanying notes are an integral part
of these financial statements.
3
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
for the three months ended March 31, 1996 and 1995
(Unaudited)
1996 1995
--------- ---------
Income:
Lease revenue $458,885 $554,858
Interest income 15,713 10,519
Gain on sale of equipment 31,659 5,065
-------- --------
Total income 506,257 570,442
-------- --------
Expenses:
Depreciation and amortization 239,647 416,367
Interest expense -- 25,301
Equipment management fees -
affiliate 26,603 22,487
Operating expenses - affiliate 19,589 36,726
-------- --------
Total expenses 285,839 500,881
-------- --------
Net income $220,418 $ 69,561
======== ========
Net income
per limited partnership unit $ 0.44 $ 0.14
======== ========
Cash distribution declared
per limited partnership unit $ 0.37 $ 0.50
======== ========
The accompanying notes are an integral part
of these financial statements.
4
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
for the three months ended March 31, 1996 and 1995
(Unaudited)
1996 1995
------------ ----------
Cash flows from (used in) operating
activities: $ 220,418 $ 69,561
Net income
Adjustments to reconcile net income
to net cash from operating
activities:
Depreciation and amortization 239,647 416,367
Gain on sale of equipment (31,659) (5,065)
Changes in assets and liabilities
Decrease (increase) in:
rents receivable (2,559) (18,559)
accounts receivable - affiliate 6,140 27,704
Increase (decrease) in:
accrued interest (2,029) (3,240)
accrued liabilities 747 (5,500)
accrued liabilities - affiliate 14,945 (77,058)
deferred rental income 67,572 (219)
---------- ---------
Net cash from operating 513,222 403,991
activities ---------- ---------
Cash flows from investing activities:
Proceeds from equipment sales 54,247 30,529
---------- ---------
Net cash from investing 54,247 30,529
activities ---------- ---------
Cash flows used in financing activities:
Principal payments - notes payable (86,802) (265,085)
Distributions paid (252,751) (315,939)
---------- ---------
Net cash used in financing
activities (339,553) (581,024)
---------- ---------
Net increase (decrease) in cash and
cash equivalents 227,916 (146,504)
Cash and cash equivalents at beginning 1,108,982 896,516
of period ---------- ---------
Cash and cash equivalents at end of $1,336,898 $ 750,012
period ========== =========
Supplemental disclosure of cash flow
information:
Cash paid during the period for
interest $ 2,029 $ 28,541
========== =========
Supplemental disclosure of non-cash investing activities:
See Note 4 to the financial statements.
The accompanying notes are an integral part
of these financial statements.
5
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
March 31, 1996
(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 1995 Annual Report. Except as disclosed herein, there
has been no material change to the information presented in the footnotes to the
1995 Annual Report.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary to present fairly the financial
position at March 31, 1996 and December 31, 1995 and results of operations for
the three month periods ended March 31, 1996 and 1995 have been made and are
reflected.
NOTE 2 - CASH
- -------------
At March 31, 1996, the Partnership had $1,335,000 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
$1,246,574 are due as follows:
For the year ending March 31, 1997 $1,048,508
1998 193,166
1999 4,900
----------
Total $1,246,574
==========
NOTE 4 - EQUIPMENT
- ------------------
The following is a summary of equipment owned by the Partnership at March 31,
1996. In the opinion of American Finance Group ("AFG"), the acquisition cost of
the equipment did not exceed its fair market value.
6
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
Lease Term Equipment
Equipment Type (Months) at Cost
- -------------- ---------- -----------
Aircraft 1-72 $ 5,697,722
Materials handling 1-60 1,708,345
Locomotives 78 1,656,854
Furniture and fixtures 60-84 686,786
Computers and peripherals 12-60 513,424
Tractors and heavy duty trucks 24-60 388,478
Construction and mining 12-60 364,308
Trailers/intermodal containers 11-66 331,928
Manufacturing 60 268,764
Retail store fixtures 12-54 249,782
Communications 23-60 229,633
Research and test 9-48 105,805
Motor vehicles 60 64,367
Medical 60 30,983
-----------
Total equipment cost 12,297,179
Accumulated depreciation (9,723,297)
-----------
Equipment, net of accumulated depreciation $ 2,573,882
===========
During the three months ended March 31, 1996 the Partnership transferred its
ownership interest in a trailer, previously leased to The Atchison Topeka and
Santa Fe Railroad, having a net book value of $6,787, to a third party for cash
consideration of $8,750 which resulted in a net gain of $1,963. The Partnership
currently intends to replace this trailer with a comparable trailer and lease
such equipment to a new lessee. The Partnership has accounted for this
transaction as a like-kind exchange for income tax reporting purposes.
Accordingly, the net cash consideration of $8,750 was deposited in a special-
purpose escrow account through a third-party Exchange Agent pending completion
of the equipment exchange. For financial statement purposes, the cash
consideration has been reported as Contractual Right for Equipment on the
Statement of Financial Position at March 31, 1996. The amount of gain will
reduce the carrying value of the replacement trailer upon completion of the
exchange and has been reported as Other Liabilities on the accompanying
Statement of Financial Position.
At March 31, 1996, the Partnership's equipment portfolio included equipment
having a proportionate original cost of $7,354,940, representing approximately
60% of total equipment cost.
The summary above includes equipment held for sale or re-lease with an
original cost and net book value of approximately $1,792,000 and $575,000,
respectively, at March 31, 1996.
Effective January 1, 1996, the Partnership adopted Financial Accounting
Standards Board Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, which requires impairment
losses to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amount. Statement 121 also
addresses the accounting for long-lived assets that are expected to be disposed
of. Adoption of this statement did not have a material impact on the financial
statements of the Partnership.
7
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
Notes to the Financial Statements
(Continued)
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 three month
periods ended March 31, 1996 and 1995, which were paid or accrued by the
Partnership to AFG or its Affiliates, are as follows:
1996 1995
-------- --------
Equipment management fees $26,603 $22,487
Administrative charges 5,136 3,000
Reimbursable operating expenses
due to third parties 14,453 33,726
------- -------
Total $46,192 $59,213
======= =======
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 March
31, 1996, the Partnership was owed $124,537 by AFG for such funds and the
interest thereon. These funds were remitted to the Partnership in April 1996.
NOTE 6 - SUBSEQUENT EVENTS
- --------------------------
Pursuant to its agreements with PLM International, Inc., referred to in Note 8
of the Partnership's 1995 financial statements, American Finance Group agreed to
change its name and logo, except where they are used in connection with the
Partnership and other affiliated investment programs. For all other purposes,
American Finance Group will operate as Equis Financial Group effective April 2,
1996.
8
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations.
- --------------
Three months ended March 31, 1996 compared to the three months ended March 31,
- ------------------------------------------------------------------------------
1995:
- -----
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 revenues 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
1990.
Results of Operations
- ---------------------
For the three months ended March 31, 1996, the Partnership recognized lease
revenue of $458,885 compared to $554,858 for the same period in 1995. The
decrease in lease revenue from 1995 to 1996 was expected and resulted
principally from primary lease term expirations and the sale of equipment. The
Partnership also earns interest income from temporary investments of rental
receipts and equipment sales proceeds in short-term instruments.
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.
For the three months ended March 31, 1996, the Partnership sold equipment
having a net book value of $22,588 to existing lessees and third parties. These
sales resulted in a net gain, for financial statement purposes, of $31,659
compared to a net gain of $5,065 on equipment having a net book value of $25,464
for the same period in 1995.
During the three months ended March 31, 1996, the Partnership transferred its
ownership interest in a trailer, having a net book value of $6,787, to a third
party for cash consideration of $8,750 which resulted in a net gain of $1,963.
The Partnership currently intends to replace this trailer with a comparable
trailer pursuant to a replacement lease as part of a like-kind exchange for
income tax reporting purposes. The amount of gain will reduce the carrying value
of the replacement trailer upon completion of the exchange and has been reported
as Other Liabilities on the Statement of Financial Position at March 31, 1996.
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.
9
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 and amortization expense was $239,647 for the three months ended
March 31, 1996, compared to $416,367 for the same period in 1995. 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 $25,301 or 4.6% of lease revenue for the three months
ended March 31, 1995. There was no interest expense during the same period in
1996. Interest expense is not expected to be incurred in future periods.
Management fees were 5.8% of lease revenue for the three months ended March
31, 1996 compared to 4.1% of lease revenue for the same period in 1995.
Management fees during the three months ended March 31, 1996 include $4,617,
resulting from an underaccrual in 1995. Management fees are based on 5% of gross
lease revenue generated by operating leases and 2% of gross lease revenue
generated by full payout leases.
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 4.3% of lease revenue for the three
months ended March 31, 1996 compared to 6.6% of lease revenue for the same
period in 1995. Operating expenses were higher in 1995 due to a rise in
professional service costs and maintenance costs associated with the
Partnership's interest in an aircraft engine formerly on lease to American
Airlines, Inc. 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 $513,222 and $403,991 for the three months ended
March 31, 1996 and 1995, respectively. Future renewal, re-lease and equipment
sale activities will continue to cause a 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 also continue to decline as the Partnership
experiences a higher frequency of remarketing events.
10
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
Northwest Airlines, Inc., upon the expiration of its lease term on December
31, 1996, will be returning a Boeing 727-251 Advanced aircraft in which the
Partnership has a 20.14% ownership interest. The aircraft has a cost and net
book value of $2,268,366 and $368,551, respectively, at March 31, 1996.
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 realized from asset disposal transactions is reported under investing
activities on the accompanying Statement of Cash Flows. During the three months
ended March 31, 1996, the Partnership realized $54,247 in equipment sale
proceeds compared to $30,529 for the same period in 1995. 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. All of the Partnership's outstanding debt obligations
were retired in 1996.
Cash distributions to the General Partner 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 three months ended March 31, 1996, the
Partnership declared total cash distributions of Distributable Cash From
Operations and Distributable Cash From Sales and Refinancings of $189,563. In
accordance with the Amended and Restated Agreement and Certificate of Limited
Partnership, the Recognized Owners were allocated 95% of these distributions, or
$180,085, and the General Partner was allocated 5%, or $9,478. The first
quarter 1996 cash distribution was paid on April 15, 1996.
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.
11
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP
FORM 10-Q
PART I. FINANCIAL INFORMATION
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 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.
In addition, the Partnership may be required to incur asset refurbishment or
upgrade costs in connection with future remarketing activities. Accordingly,
fluctuations in the level of quarterly cash distributions will occur during the
life of the Partnership.
12
AMERICAN INCOME PARTNERS V-D 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
13
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 V-D LIMITED PARTNERSHIP
By: AFG Leasing IV Incorporated, a Massachusetts
corporation and the General Partner of the
Registrant.
By: /s/ Michael J. Butterfield
---------------------------
Michael J. Butterfield
Treasurer of AFG Leasing IV Incorporated
(Duly Authorized Officer and
Principal Accounting Officer)
Date: May 13, 1996
--------------------------
By: /s/ Gary Romano
----------------------------
Gary M. Romano
Clerk of AFG Leasing IV Incorporated
(Duly Authorized Officer and
Principal Financial Officer)
Date: May 13, 1996
--------------------------
14