FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1998
------------------------
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ___________
Commission File Number 0-17916
JONES GROWTH PARTNERS L.P.
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Exact name of registrant as specified in charter
Colorado 84-1143409
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State of organization IRS employer I.D. #
9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado 80155-3309
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Address of principal executive office
(303) 792-3111
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Registrant's telephone number
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
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JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
June 30, December 31,
ASSETS 1998 1997
------ ------------- -------------
CASH $ 65,943 $ 109,356
TRADE RECEIVABLES, less allowance for doubtful
receivables of $57,481 and $16,173 at June 30, 1998
and December 31, 1997, respectively 503,980 212,268
INVESTMENT IN CABLE TELEVISION PROPERTIES:
Property, plant and equipment, at cost 59,041,939 57,002,036
Less- accumulated depreciation (33,663,651) (31,394,808)
------------ ------------
25,378,288 25,607,228
Franchise costs and other intangible assets, net of
accumulated amortization of $67,269,983 and
$66,319,098 at June 30, 1998 and December 31, 1997,
respectively 9,985,828 10,936,713
------------ ------------
Total investment in cable
television properties 35,364,116 36,543,941
DEPOSITS, PREPAID EXPENSES AND OTHER ASSETS 1,102,026 705,625
------------ ------------
Total assets $ 37,036,065 $ 37,571,190
============ ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
2
JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
UNAUDITED BALANCE SHEETS
------------------------
June 30, December 31,
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 1998 1997
- ------------------------------------------- ------------ ------------
LIABILITIES:
Credit facility and other debt $ 36,243,870 $ 36,219,526
Accounts payable and accrued liabilities 3,404,532 2,512,156
Accrued interest 340,570 381,284
Subscriber prepayments 68,765 220,759
------------ ------------
Total liabilities 40,057,737 39,333,725
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partners-
Contributed capital 1,000 1,000
Accumulated deficit (776,613) (764,022)
------------ ------------
(775,613) (763,022)
------------ ------------
Limited Partners-
Net contributed capital (85,740 units outstanding at
June 30, 1998 and December 31, 1997) 73,790,065 73,790,065
Accumulated deficit (76,036,124) (74,789,578)
------------ ------------
(2,246,059) (999,513)
------------ ------------
Total partners' capital (deficit) (3,021,672) (1,762,535)
------------ ------------
Total liabilities and partners' capital (deficit) $ 37,036,065 $ 37,571,190
============ ============
The accompanying notes to unaudited financial statements
are an integral part of these unaudited balance sheets.
3
JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- --------------------------
1998 1997 1998 1997
------------ ----------- ----------- ------------
REVENUES $6,236,863 $ 6,061,978 $12,271,868 $11,935,270
COSTS AND EXPENSES:
Operating expenses 3,773,308 3,695,709 7,437,401 7,240,803
Management and supervisory fees to the
General Partners and allocated administrative
costs from the Managing General Partner 733,720 654,619 1,433,641 1,403,960
Depreciation and amortization 1,797,861 2,765,504 3,378,030 5,476,439
---------- ----------- ----------- -----------
OPERATING INCOME (LOSS) (68,026) (1,053,854) 22,796 (2,185,932)
---------- ----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest expense (629,661) (627,517) (1,285,230) (1,201,865)
Interest income 704 757 1,557 1,680
Other, net 2,489 10,601 1,740 24,851
---------- ----------- ----------- -----------
NET LOSS $ (694,494) $(1,670,013) $(1,259,137) $(3,361,266)
========== =========== =========== ===========
ALLOCATION OF NET LOSS:
Managing General Partner $ (6,945) $ (16,700) $ (12,591) $ (33,613)
========== =========== =========== ===========
Limited Partners $ (687,549) $(1,653,313) $(1,246,546) $(3,327,653)
========== =========== =========== ===========
NET LOSS PER LIMITED PARTNERSHIP
UNIT $ (8.02) $ (19.28) $ (14.54) $ (38.81)
========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
LIMITED PARTNERSHIP UNITS
OUTSTANDING 85,740 85,740 85,740 85,740
========== =========== =========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
4
JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Six Months Ended
June 30,
--------------------------
1998 1997
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,259,137) $(3,361,266)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 3,378,030 5,476,439
Decrease (increase) in trade receivables (291,712) 41,543
Increase in deposits, prepaid expenses and
other assets (554,703) (217,027)
Increase (decrease) in accounts payable, accrued
liabilities, accrued interest and subscriber prepayments 699,668 (341,895)
----------- -----------
Net cash provided by operating activities 1,972,146 1,597,794
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (2,039,903) (1,918,166)
----------- -----------
Net cash used in investing activities (2,039,903) (1,918,166)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 68,558 79,243
Repayment of borrowings (44,214) (62,306)
----------- -----------
Net cash provided by financing activities 24,344 16,937
----------- -----------
DECREASE IN CASH (43,413) (303,435)
CASH, BEGINNING OF PERIOD 109,356 345,480
----------- -----------
CASH, END OF PERIOD $ 65,943 $ 42,045
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 1,325,944 $ 1,052,259
=========== ===========
The accompanying notes to unaudited financial statements
are an integral part of these unaudited statements.
5
JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) This Form 10-Q is being filed in conformity with the SEC requirements for
unaudited financial statements and does not contain all of the necessary
footnote disclosures required for a complete presentation of the Balance Sheets
and Statements of Operations and Cash Flows in conformity with generally
accepted accounting principles. However, in the opinion of management, this data
includes all adjustments, consisting of normal recurring accruals, necessary to
present fairly the financial position of Jones Growth Partners L.P. (the
"Partnership") at June 30, 1998 and December 31, 1997, its results of operations
for the three and six month periods ended June 30, 1998 and 1997 and its cash
flows for the six month periods ended June 30, 1998 and 1997. Results of
operations for these periods are not necessarily indicative of results to be
expected for the full year.
The Partnership owns the cable television system serving the municipalities
of Addison, Glen Ellyn, St. Charles, Warrenville, West Chicago, Wheaton,
Winfield and Geneva, and certain portions of unincorporated areas of Du Page and
Kane counties, all in the State of Illinois (the "Wheaton System").
(2) Jones Spacelink Cable Corporation, a wholly owned subsidiary of Jones
Intercable, Inc. ("Intercable"), a Colorado corporation, is the "Managing
General Partner." Intercable and certain of its affiliates also own and operate
cable television systems for their own account and for the account of other
managed limited partnerships. Intercable receives a fee for its services equal
to 5 percent of the gross revenues of the Partnership, excluding revenues from
the sale of cable television systems or franchises. Management fees paid to
Intercable by the Partnership for the three and six month periods ended June 30,
1998 were $311,843 and $613,593, respectively, compared to $303,099 and
$596,764, respectively, for the three and six month periods ended June 30, 1997.
Growth Partners Inc. (the "Associate General Partner"), an affiliate of
Lehman Brothers Inc., participates with the Managing General Partner in certain
management decisions affecting the Partnership and receives a supervisory fee of
the lesser of 1 percent of the gross revenues of the Partnership, excluding
revenues from the sale of cable television systems or franchises, or $200,000,
accrued monthly and payable annually. Supervisory fees accrued to the Associate
General Partner by the Partnership for the three and six month periods ended
June 30, 1998 were $50,000 and $100,000, respectively, compared to $50,000 and
$100,000, respectively, for the three and six month periods ended June 30, 1997.
The Partnership reimburses Intercable and certain of its affiliates for
certain allocated overhead and administrative costs. These expenses represent
the salaries and related benefits paid for corporate personnel, rent, data
processing services and other corporate facilities costs. Such personnel
provide engineering, marketing, administrative, accounting, legal and investor
relations services to the Partnership. Such services, and their related costs,
are necessary to the operations of the Partnership and would have been incurred
by the Partnership if it was a stand alone entity. Allocations of personnel
costs are primarily based upon actual time spent by employees of Intercable and
certain of its affiliates with respect to each partnership managed. Remaining
expenses are allocated based on the pro rata relationship of the Partnership's
revenues to the total revenues of all cable television systems owned or managed
by Intercable and certain of its affiliates. Systems owned by Intercable and
all other systems owned by partnerships for which Intercable is the general
partner are also allocated a proportionate share of these expenses. Intercable
believes that the methodology used in allocating overhead and administrative
costs is reasonable. Reimbursements by the Partnership to Intercable for
allocated overhead and administrative costs for three and six month periods
ended June 30, 1998 were $371,877 and $720,048, respectively, compared to
$301,520 and $707,196, respectively, for the three and six month periods ended
June 30, 1997.
(3) In August 1998, the Partnership signed an asset purchase agreement to sell
the Wheaton System to an unaffiliated party for a sales price of $103,000,000,
subject to customary closing adjustments. The sale of the Wheaton System is
contingent upon the consent of the Associate General Partner, which cannot be
assured. Closing of the sale, which is expected to occur in the first quarter of
1999, also will be subject to several customary conditions, including necessary
governmental and other third party consents. In addition, because the Wheaton
System constitutes all of the assets of the Partnership, the sale must be
approved by the owners of a majority of the interests of the Partnership. The
Managing General Partner expects to conduct a vote of the limited partners on
the proposed sale of the Wheaton System in the fourth quarter of 1998. Upon the
proposed sale of the Wheaton System, based upon financial information as of June
30, 1998, the Partnership will repay all of its indebtedness, which totaled
$36,243,870, settle working capital adjustments, and then
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deposit $3,118,500 into an indemnity escrow account. The remaining net sale
proceeds expected to total approximately $61,500,000 will be distributed to the
Partnership's partners of record as of the closing date of the sale of the
Wheaton System. Because limited partners will not receive distributions in an
amount equal to 100 percent of the capital initially contributed to the
Partnership by the limited partners plus an amount equal to 8 percent per annum,
cumulative and noncompounded, on an amount equal to their initial capital
contributions, the Managing General Partner and the Associate General Partner
will not receive general partner distributions from the proceeds of the sale of
the Wheaton System and they will not be paid disposition fees for their services
as brokers and financial advisors in this transaction. Based upon financial
information as of June 30, 1998, this distribution will give the Partnership's
limited partners an approximate return of only $717 for each $1,000 limited
partnership interest.
The $3,118,500 of the sale proceeds to be placed in the indemnity escrow
account will remain in escrow until November 15, 1999 as security for the
Partnership's agreement to indemnify the buyer under the asset purchase
agreement. The Partnership's primary exposure, if any, will relate to the
representations and warranties to be made about the Wheaton System in the asset
purchase agreement. Any amounts remaining from this indemnity escrow account
and not claimed by the buyer at the end of the escrow period will be returned to
and distributed by the Partnership. If the entire $3,118,500 escrow amount is
available, the Partnership would then distribute the $3,118,500 to the limited
partners. This limited partner distribution would represent $36 for each $1,000
limited partnership interest. The Partnership will continue in existence at
least until any amounts remaining from the indemnity escrow account have been
distributed. Since the Wheaton System represents the only asset of the
Partnership, the Partnership will be liquidated and dissolved upon the final
distribution of any amounts remaining from the indemnity escrow account. If any
disputes with respect to the indemnification arise, the Partnership would not be
dissolved until such disputes were resolved, which could result in the
Partnership continuing in existence beyond 1999.
7
JONES GROWTH PARTNERS L.P.
--------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
- -------------------
In August 1998, the Partnership signed an asset purchase agreement to sell
the Wheaton System to an unaffiliated party for a sales price of $103,000,000,
subject to customary closing adjustments. The sale of the Wheaton System is
contingent upon the consent of the Associate General Partner, which cannot be
assured. Closing of the sale, which is expected to occur in the first quarter
of 1999, also will be subject to several customary conditions, including
necessary governmental and other third party consents. In addition, because the
Wheaton System constitutes all of the assets of the Partnership, the sale must
be approved by the owners of a majority of the interests of the Partnership.
The Managing General Partner expects to conduct a vote of the limited partners
on the proposed sale of the Wheaton System in the fourth quarter of 1998. Upon
the proposed sale of the Wheaton System, based upon financial information as of
June 30, 1998, the Partnership will repay all of its indebtedness, which totaled
$36,243,870, settle working capital adjustments, and then deposit $3,118,500
into an indemnity escrow account. The remaining net sale proceeds expected to
total approximately $61,500,000 will be distributed to the Partnership's
partners of record as of the closing date of the sale of the Wheaton System.
Because limited partners will not receive distributions in an amount equal to
100 percent of the capital initially contributed to the Partnership by the
limited partners plus an amount equal to 8 percent per annum, cumulative and
noncompounded, on an amount equal to their initial capital contributions, the
Managing General Partner and the Associate General Partner will not receive
general partner distributions from the proceeds of the sale of the Wheaton
System and they will not be paid disposition fees for their services as brokers
and financial advisors in this transaction. Based upon financial information as
of June 30, 1998, this distribution will give the Partnership's limited partners
an approximate return of only $717 for each $1,000 limited partnership interest.
The $3,118,500 of the sale proceeds to be placed in the indemnity escrow
account will remain in escrow until November 15, 1999 as security for the
Partnership's agreement to indemnify the buyer under the asset purchase
agreement. The Partnership's primary exposure, if any, will relate to the
representations and warranties to be made about the Wheaton System in the asset
purchase agreement. Any amounts remaining from this indemnity escrow account
and not claimed by the buyer at the end of the escrow period will be returned to
and distributed by the Partnership. If the entire $3,118,500 escrow amount is
available, the Partnership would then distribute the $3,118,500 to the limited
partners. This limited partner distribution would represent $36 for each $1,000
limited partnership interest. The Partnership will continue in existence at
least until any amounts remaining from the indemnity escrow account have been
distributed. Since the Wheaton System represents the only asset of the
Partnership, the Partnership will be liquidated and dissolved upon the final
distribution of any amounts remaining from the indemnity escrow account. If any
disputes with respect to the indemnification arise, the Partnership would not be
dissolved until such disputes were resolved, which could result in the
Partnership continuing in existence beyond 1999.
For the six months ended June 30, 1998, the Partnership generated net cash
from operating activities totaling approximately $1,972,000, which is available
to fund capital expenditures and non-operating costs. During the first six
months of 1998, the Partnership expended approximately $2,040,000 for capital
expenditures for the Wheaton System. Approximately 41 percent of these
expenditures related to cable, hardware and labor for new subscriber
installations. Approximately 31 percent of these expenditures related to the
extension of cable plant associated with new homes passed. Approximately 6
percent was for the purchase of converters. The remainder was for other capital
expenditures to maintain the value of the Wheaton System. Such expenditures
were financed from cash on hand and cash from operations. Capital expenditures
for the remainder of 1998 are expected to be approximately $2,318,000 which are
expected to be financed from cash flow from operations. For the remainder of
1998, approximately 38 percent of these expenditures will relate to cable,
hardware and labor for additional subscriber installations and approximately 31
percent of the capital expenditures will relate to the extension of cable plant
associated with new homes passed. The remainder of the anticipated expenditures
is for other capital expenditures necessary to maintain the value of the Wheaton
System until it is sold. The Partnership is obligated to conduct its business
in the ordinary course until the Wheaton System is sold.
Ameritech, which provides telephone service in a multi-state region,
including Illinois, is providing cable television service in a portion of the
Wheaton System. This competition has had an adverse effect on the Wheaton
8
System's increases in revenues and cash flow. The Managing General Partner is
taking prudent steps necessary to meet this competition from Ameritech until the
Wheaton System is sold early next year.
The Partnership has a $36,000,000 revolving credit facility with the entire
commitment available through March 31, 1999, at which time the commitment will
be reduced quarterly until December 31, 1999 when the commitment will reduce to
zero and will be payable in full. At June 30, 1998, the maximum of $36,000,000
was outstanding under the revolving credit facility. The outstanding balance of
the revolving credit facility will be repaid in full upon the sale of the
Wheaton System, which is expected to occur before March 31, 1999. Interest on
the outstanding principal balance is at the Partnership's option of the Prime
Rate plus 1/8 percent or the London Interbank Offered Rate plus 1 percent. The
effective interest rates on amounts outstanding as of June 30, 1998 and 1997
were 6.66 percent and 6.80 percent, respectively.
The Partnership will rely on cash generated from operations and, if
necessary and in its discretion, advances from the Managing General Partner to
meet its liquidity needs until the Wheaton System is sold.
The Year 2000 issue is the result of many computer programs being written
such that they will malfunction when reading a year of "00." This problem could
cause system failure or miscalculations causing disruptions of business
processes.
The Managing General Partner has initiated an assessment of its computer
applications to determine the extent of the problem. Based on this assessment,
the Managing General Partner has determined that the majority of its computer
applications supporting business processes, including accounting and billing,
are designed to handle the Year 2000 appropriately.
The Managing General Partner is currently focusing its efforts on the
impact of the Year 2000 issue on service delivery. The Managing General Partner
has established an internal team to address this issue. The Managing General
Partner is identifying and testing all date-sensitive equipment involved in
delivering service to the Partnership's customers. In addition, the Managing
General Partner will assess the Partnership's options regarding repair or
replacement of affected equipment during the testing. The Managing General
Partner believes that the financial impact will not be material.
RESULTS OF OPERATIONS
- ---------------------
Revenues of the Partnership increased $174,885, or approximately 3 percent,
to $6,236,863 for the three months ended June 30, 1998 compared to $6,061,978
for the comparable period in 1997. Revenues increased $336,598, or
approximately 3 percent, to $12,271,868 for the six months ended June 30, 1998
compared to $11,935,270 for the comparable period in 1997. An increase in basic
service rates accounted for approximately 80 percent and 81 percent,
respectively, of the increases in revenues for the three and six month periods.
Increases in the number of basic service subscribers accounted for approximately
17 percent and 14 percent, respectively, of the increases in revenues for the
three and six month periods. The number of basic service subscribers increased
by 1,061 subscribers, or approximately 2 percent, to 55,873 at June 30, 1998
from 54,812 at June 30, 1997. No other individual factor contributed
significantly to the increases in revenues for the period. This increase would
have been higher except for the Wheaton System's competition from Ameritech.
Operating expenses consist primarily of costs associated with the operation
and administration of the Partnership's cable television system. The principal
cost components are salaries paid to system personnel, programming expenses,
professional fees, subscriber billing costs, rent for leased facilities, cable
maintenance expenses and marketing expenses.
Operating expenses increased $77,599, or approximately 2 percent, to
$3,773,308 for the three months ended June 30, 1998 from $3,695,709 for the
comparable period in 1997. Operating expenses increased $196,598, or
approximately 3 percent, to $7,437,401 for the six months ended June 30, 1998
from $7,240,803 for the comparable period in 1997. These increases in operating
expenses were due primarily to increases in programming fees. No other
individual factor significantly affected the increases in operating expenses for
these periods. Operating expenses represented approximately 60 percent and 61
percent of revenues for the three month periods ended June 30, 1998 and 1997,
respectively, and approximately 60 percent of revenues for each of the six month
periods ended June 30, 1998 and 1997.
The cable television industry generally measures the financial performance
of a cable television system in terms of operating cash flow (revenues less
operating expenses). This measure is not intended to be a substitute or
improvement upon
9
the items disclosed on the financial statements, rather it is included because
it is an industry standard. Operating cash flow increased $97,286, or
approximately 4 percent, to $2,463,555 for the three months ended June 30, 1998
from $2,366,269 for the comparable period in 1997. Operating cash flow increased
$140,000, or approximately 3 percent, to $4,834,467 for the six months ended
June 30, 1998 from $4,694,467 for the comparable period in 1997. These increases
were due to the increases in revenues exceeding the increases in operating
expenses.
Management and supervisory fees to the Managing and Associate General
Partners and allocated administrative costs from the Managing General Partner
increased $79,101, or approximately 12 percent, to $733,720 for the three months
ended June 30, 1998 from $654,619 for the comparable period in 1997. Management
and supervisory fees to the Managing and Associate General Partners and
allocated administrative costs from the Managing General Partner increased
$29,681, or approximately 2 percent, to $1,433,641 for the six month period
ended June 30, 1998 from $1,403,960 for the six month period ended June 30,
1997. These increases were due to increases in revenues, upon which such
management fees are based, and increases in allocated administrative costs from
the Managing General Partner.
Depreciation and amortization expense decreased $967,643, or approximately
35 percent, to $1,797,861 for the three months ended June 30, 1998 compared to
$2,765,504 for the comparable period in 1997. Depreciation and amortization
expense decreased $2,098,409, or approximately 38 percent, to $3,378,030 for the
six months ended June 30, 1998 compared to $5,476,439 for the comparable period
in 1997. These decreases were primarily due to the maturation of a portion of
the asset base.
Operating loss decreased $985,828, or approximately 94 percent, to $68,026
for the three months ended June 30, 1998 from $1,053,854 for the comparable
period in 1997. The Partnership had operating income of $22,796 for the six
months ended June 30, 1998 compared to an operating loss of $2,185,932 for the
comparable period in 1997. These changes were due to the increases in operating
cash flow and the decreases in depreciation and amortization expense exceeding
the increases in management fees and allocated administrative costs from the
Managing General Partner.
Interest expense increased $2,144, or less than 1 percent, to $629,661 for
the three months ended June 30, 1998 from $627,517 for the comparable period in
1997. Interest expense increased $83,365, or approximately 7 percent, to
$1,285,230 for the six months ended June 30, 1998 from $1,201,865 for the six
months ended June 30, 1997. These increases in interest expense were primarily
due to higher outstanding balances on interest-bearing obligations during 1998.
Net loss decreased $975,519, or approximately 58 percent, to $694,494 for
the three months ended June 30, 1998 from $1,670,013 for the comparable period
in 1997. Net loss decreased $2,102,129, or approximately 63 percent, to
$1,259,137 for the six month period ended June 30, 1998 from $3,361,266 for the
comparable period in 1997. These decreases were the result of the factors
discussed above.
10
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits
27) Financial Data Schedule
b) Reports on Form 8-K
None
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JONES GROWTH PARTNERS L.P.
a Colorado limited partnership
BY: Jones Spacelink Cable Corporation
By: /S/ Kevin P. Coyle
---------------------------------------
Kevin P. Coyle
Vice President/Finance
(Principal Financial Officer)
Dated: August 12, 1998
12