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.
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[_] 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 0-20944
Jones Programming Partners 2-A, Ltd.
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Exact name of registrant as specified in charter
Colorado #84-1088819
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State of organization I.R.S. 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 (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 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 PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)
INDEX
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Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Statements of Financial Position as of
December 31, 1997 and June 30, 1998 3
Unaudited Statements of Operations for the
Three and Six Months Ended June 30, 1997 and 1998 4
Unaudited Statements of Cash Flows for the
Six Months Ended June 30, 1997 and 1998 5
Notes to Unaudited Financial Statements as of
June 30, 1998 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-11
PART II. OTHER INFORMATION 12
2
JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF FINANCIAL POSITION
------------------------------------------
December 31, June 30,
ASSETS 1997 1998
------ ------------ -----------
CASH AND CASH EQUIVALENTS $ 526,005 $ 319,612
ACCOUNTS RECEIVABLE 74,823 68,563
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
net of accumulated amortization of $3,666,515 and $3,686,343 as of
December 31, 1997 and June 30, 1998, respectively (Note 3) 364,736 344,908
----------- -----------
Total assets $ 965,564 $ 733,083
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
LIABILITIES:
Accounts payable to affiliates $ 8,622 $ 138,389
Accrued distributions to partners 141,781 141,781
Accrued liabilities 123,910 2,375
----------- -----------
Total liabilities 274,313 282,545
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General partner-
Contributed capital 1,000 1,000
Distributions (30,431) (33,267)
Accumulated deficit (10,906) (10,478)
----------- -----------
Total general partner's deficit (40,337) (42,745)
----------- -----------
Limited partners -
Contributed capital, net of offering costs (11,229 units outstanding
as of December 31, 1997 and June 30, 1998) 4,823,980 4,823,980
Distributions (3,012,602) (3,293,328)
Accumulated deficit (1,079,790) (1,037,369)
----------- -----------
Total limited partners' capital 731,588 493,283
----------- -----------
Total partners' capital 691,251 450,538
----------- -----------
Total liabilities and partners' capital (deficit) $ 965,564 $ 733,083
=========== ===========
The accompanying notes to these unaudited financial statements
are an integral part of these unaudited financial statements.
3
JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF OPERATIONS
----------------------------------
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------- -------------------
1997 1998 1997 1998
---------- --------- --------- --------
GROSS REVENUES $101,757 $137,569 $107,418 $137,654
COSTS AND EXPENSES:
Costs of filmed entertainment 99,645 19,743 104,885 19,828
Distribution fees and expenses 12,162 68,564 14,615 68,564
Operating, general and administrative expenses 19,089 13,256 39,663 17,572
-------- -------- -------- --------
Total costs and expenses 130,896 101,563 159,163 105,964
-------- -------- -------- --------
OPERATING INCOME (LOSS) (29,139) 36,006 (51,745) 31,690
-------- -------- -------- --------
OTHER INCOME:
Interest income 8,057 4,754 24,275 11,139
Other income - 20 - 20
-------- -------- -------- --------
Other income 8,057 4,774 24,275 11,159
-------- -------- -------- --------
NET INCOME (LOSS) $(21,082) $ 40,780 $(27,470) $ 42,849
======== ======== ======== ========
ALLOCATION OF NET INCOME (LOSS):
General partner $ (211) $ 408 $ (275) $ 428
======== ======== ======== ========
Limited partners $(20,871) $ 40,372 $(27,195) $ 42,421
======== ======== ======== ========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $(1.86) $3.60 $(2.42) $3.78
======== ======== ======== ========
WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS OUTSTANDING 11,229 11,229 11,229 11,229
======== ======== ======== ========
The accompanying notes to the unaudited financial statement
are an integral part of these unaudited financial statements.
4
JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)
UNAUDITED STATEMENTS OF CASH FLOWS
----------------------------------
For the Six Months
Ended June 30,
----------------------
1997 1998
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (27,470) $ 42,849
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Amortization of filmed entertainment costs 104,885 19,828
Amortization of discount (14,207) -
Net change in assets and liabilities:
Decrease in accounts receivable 76,090 6,260
Decrease in other assets 1,184 -
Increase (decrease) in accounts payable to affiliates (15,265) 129,767
Decrease in accrued liabilities (3,660) (121,535)
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Net cash provided by operating activities 121,557 77,169
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from payment of note receivable from General Partner 389,166 -
--------- ---------
Net cash provided by investing activities 389,166 -
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners (283,562) (283,562)
--------- ---------
Net cash used in financing activities (283,562) (283,562)
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 227,161 (206,393)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 537,638 526,005
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 764,799 $ 319,612
========= =========
The accompanying notes to the unaudited financial statements
are an integral part of these unaudited financial statements.
5
JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
---------------------------------------
(1) BASIS OF PRESENTATION
---------------------
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 fair presentation of the Statements of
Financial Position 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 only
of normal recurring accruals, necessary to present fairly the financial
position of Jones Programming Partners 2-A, Ltd. (the "Partnership") as of
December 31, 1997 and June 30, 1998 and its results of operations and its
cash flows for the three and six month periods ended June 30, 1997 and
1998. Results of operations for these periods are not necessarily
indicative of results to be expected for the full year.
(2) TRANSACTIONS WITH AFFILIATED ENTITIES
-------------------------------------
The General Partner is entitled to reimbursement from the Partnership for
its direct and indirect expenses allocable to the operations of the
Partnership, which shall include, but not be limited to, rent, supplies,
telephone, travel, legal expenses, accounting expenses, preparation and
distribution of reports to investors and salaries of any full or part-time
employees. Because the indirect expenses incurred by the General Partner
on behalf of the Partnership are immaterial, the General Partner generally
does not charge indirect expenses to the Partnership. The General Partner
charged $26,824 and $5,435 to the Partnership for direct expenses to the
Partnership for the six months ended June 30, 1997 and 1998, respectively.
(3) INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION
----------------------------------------------
"Charlton Heston Presents: The Bible"
-----------------------------------
In May 1992, the General Partner, on behalf of the Partnership, entered
into an agreement with Agamemnon Films, an unaffiliated party, to produce
four one-hour programs for television, entitled "Charlton Heston Presents:
The Bible" (the "Bible Programs"). The production costs of the Bible
Programs were approximately $2,130,000. In addition, the Partnership paid
a $240,000 production and overhead fee to the General Partner. In return
for agreeing to fund these production costs, the Partnership acquired all
rights to the Bible Programs in all markets and in all media in perpetuity.
The Partnership subsequently assigned half of its ownership of the Bible
Programs to an unaffiliated party for an investment of $1,000,000 toward
the production costs for the Bible Programs. After consideration of the
reimbursement, the Partnership's total investment in the Bible Programs is
$1,369,764. From inception to June 30, 1998, the Partnership has
recognized $1,615,991 of gross revenue from this film, of which $691,954
has been retained by the distributors of the film for their fees and
marketing costs and $855,474 has been received by the Partnership as of
June 30, 1998. The remaining $68,563 was received by the Partnership in
July 1998. The Partnership recovered its remaining investment in this film
during the three month period ended June 30, 1998.
"The Whipping Boy"
----------------
In August 1993, the Partnership acquired the film rights to the Newbury
Award-winning book "The Whipping Boy." "The Whipping Boy" was produced as a
two hour telefilm which premiered in the North American television market
on The Disney Channel. The film's final cost was approximately $4,100,000.
As of June 30, 1998, the Partnership had invested $2,661,487 in the film,
which included a $468,000 production and overhead fee paid to the General
Partner. The film was co-produced by the General Partner and Gemini Films,
a German company. The completed picture was delivered to The Disney Channel
in the second quarter of 1994. From inception to June 30, 1998, the
Partnership has recognized $2,274,265 of gross revenue from this film, of
which $2,100,000 represents the initial license fee from The Disney Channel
that was used to finance the film's production. Of the remaining $174,265,
$8,350 has been retained by the distributors of the film for their fees and
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marketing costs and $165,915 has been received by the Partnership as of
June 30, 1998. The Partnership plans to recover its remaining investment in
this film from net revenues generated from domestic and international home
video and television markets. The Partnership's net investment in the film,
after consideration of amortization, was $344,908 as of June 30, 1998. The
Partnership plans to recover its remaining investment in this film from net
revenues generated from domestic and international home video and
television markets or from the sale of the Partnership's interests in the
film.
7
JONES PROGRAMMING PARTNERS 2-A, LTD.
------------------------------------
(A Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
FINANCIAL CONDITION
-------------------
Liquidity and Capital Resources
- -------------------------------
The Partnership's principal sources of liquidity are cash on hand and amounts
received from the domestic and international distribution of its programming.
As of June 30, 1998, the Partnership had $319,612 in cash. It is not
anticipated that the Partnership will invest in any additional programming
projects, but instead will focus on the distribution of its existing programming
projects.
For the six months ended June 30, 1998, the Partnership declared distributions
totaling $283,562, of which $141,781 was paid in May 1998. The remaining
$141,781 will be paid in August 1998. Given the near completion of the second
cycle distribution of the Partnership's programming, quarterly distributions may
be suspended. The Partnership will retain a certain level of working capital,
including any necessary reserves, to fund its operating activities. If
distributions are suspended in 1998, any amounts in excess of the Partnership's
working capital needs received from continued second cycle distribution of the
Partnership's programming may be periodically distributed to partners. In
addition, future distributions will also be made from proceeds received from the
sale of the Partnership's assets.
The General Partner, on behalf of the Partnership, is currently beginning to
engage in efforts to sell the Partnership's interests in its programming
projects. Estimates of value obtained from independent consulting firms in late
1996 and early 1997 are being used by the General Partner in planning sales.
There can be no assurance that the ultimate negotiated sales prices of the
programming projects sold to unaffiliated parties will be at least equal to the
films' estimated fair market value. If the General Partner or one of its
affiliates exercises its right to purchase a programming project, however, the
sales price for such a transaction will be at least equal to the average of six
independent appraisals of the programming project's fair market value. Any sale
of all or substantially all of the Partnership's assets will be subject to the
approval of the Partnership's limited partners prior to closing of the sale.
The General Partner cannot predict at this time when or at what price the
Partnership's interests in its programming projects ultimately will be sold.
However, any direct costs incurred by the General Partner on behalf of the
Partnership in soliciting and arranging for the sale of the Partnership's
programming projects will be charged to the Partnership. It is anticipated that
proceeds from the sale of the Partnership's interests in its programming will be
distributed to the partners upon such sale. Based on the independent estimates
of value obtained for the Partnership's programming projects, it now appears
likely that the projects together with all prior distributions paid to the
limited partners will not be sufficient to return to the limited partners 100%
of their initial capital contributions made to the Partnership.
The General Partner believes that the Partnership has, and will continue to
have, sufficient liquidity to fund its operations and to meet its obligations.
Cash flow from operating activities will be generated primarily from the
Partnership's programming projects as follows:
"Charlton Heston Presents: The Bible"
------------------------------------
In 1992, the General Partner, on behalf of the Partnership, entered into an
agreement with Agamemnon Films, an unaffiliated party, to produce four one-hour
programs for television, entitled "Charlton Heston Presents: The Bible" (the
"Bible Programs") for Arts and Entertainment Network ("A&E"). The production
costs of the Bible Programs were approximately $2,370,000, which included a
$240,000 production and overhead fee to the General Partner. In return for
agreeing to fund these production costs, the Partnership acquired all rights to
the Bible Programs in all markets and in all media in perpetuity.
8
In order to reduce the Partnership's financial exposure, the General Partner, on
behalf of the Partnership, assigned one-half of the Partnership's interest in
the Bible Programs to GoodTimes Home Video Corporation ("GoodTimes"), an
unaffiliated entity directly involved in the specialty home video and
international television distribution business, for an investment by GoodTimes
of $1,000,000. The Partnership and GoodTimes funded Jones Documentary Film
Corporation ("JDFC"), which in turn contracted with Agamemnon Films for the
production of the Bible Programs. JDFC was formed to insulate the Partnership
and GoodTimes from certain risks and potential liabilities associated with the
production of programming in foreign countries because the Bible Programs were
filmed on location in the Holy Lands.
The Partnership and JDFC granted the General Partner the exclusive rights to
distribute the Bible Programs. To accomplish this, the General Partner, on its
own behalf, and GoodTimes entered into an agreement to form J/G Distribution
Company to distribute the Bible Programs. J/G Distribution Company was formed
in June 1992 and the Partnership granted it the sole and exclusive right to
exhibit and distribute, and to license others to exhibit and distribute, the
Bible Programs in all markets, all languages, and all media in perpetuity. J/G
Distribution Company holds the copyright for the benefit of the Partnership (50
percent interest) and GoodTimes (50 percent interest). J/G Distribution Company
is currently distributing the Bible Programs in the retail home video market.
As of June 30, 1998, gross sales made by J/G Distribution Company totaled
$2,731,814 , of which $1,365,907 has been retained by J/G Distribution Company
for its fees and marketing costs, with the remaining $1,365,907 belonging 50
percent to the Partnership and 50 percent to GoodTimes. Additionally, $250,000
was received directly by the Partnership as its share of the initial license fee
from A&E. As of June 30, 1998, the Partnership had received $614,391 from J/G
Distribution and the $250,000 from A&E with the remaining $68,563 received by
the Partnership in July 1998.
The Partnership recovered its remaining net investment in the Bible Programs
during the three month period ended June 30, 1998.
"The Whipping Boy"
----------------
In August 1993, the Partnership acquired the film rights to the Newbury Award-
winning book "The Whipping Boy." The project was co-developed by the
Partnership and The Disney Channel and produced by the General Partner and
German and French co-production partners. The completed telefilm was delivered
to The Disney Channel in the second quarter of 1994 and premiered in the North
American television market in July 1994. As of June 30, 1998, the Partnership
had invested $2,661,487 in the film, which included a $468,000 production and
overhead fee payable to the General Partner. The Partnership has received
approximately $2,100,000 from The Disney Channel for licensing certain rights to
the film to The Disney Channel.
The Partnership was responsible for approximately one-half of the $4,100,000
production cost, with the balance of the production budget funded by Gemini
Films and other co-production partners and/or territorial advances from the
film's international distributors. The amount contributed to the production
budget by the Partnership was partially reimbursed by the license advances
totaling $2,100,000 received from the Disney Channel.
Gemini Films will have, in perpetuity, the copyright and all exploitation rights
to the film in German language territories (defined as Germany, Austria, German-
speaking Switzerland and German-speaking Luxembourg). Although these
exploitation rights will remain the sole property of Gemini Films, Gemini Films
will account to the Partnership for any revenue therefrom.
The Partnership will own the worldwide copyright, excluding German language
territories, in perpetuity. Although the Partnership will own all exploitation
rights in all media in North America, which is defined as the United States,
Canada and their respective territories and possessions, the Partnership will
account to Gemini Films for any revenue generated therefrom.
From the movie's North American revenues, the Partnership will first be entitled
to recover its investment plus interest. Thereafter, the Partnership will
receive 90 percent of all North American revenues and Gemini Films will receive
10 percent of such revenues. With respect to international revenues from the
movie's distribution, after Gemini Films recovers $250,000 of its investment in
the movie's production budget, any funded overages and interest out of net
international revenues, the Partnership will receive 20 percent of net
international revenues and Gemini Films will receive 80 percent.
9
In March 1995, the General Partner, on behalf of the Partnership, entered into
an agreement with an unaffiliated party granting rights to distribute "The
Whipping Boy" in the non-theatrical domestic markets. Non-theatrical markets
include 16mm sales and rentals, in-flight, oil rigs, ships at sea, military
installations, libraries, restaurants, hotels, motels or other institutional or
commercial enterprises. As of June 30, 1998, gross sales made under this
agreement totaled $38,348, of which $8,325 was retained by the distributor for
its fees and $30,023 was received by the Partnership.
In May 1995, the General Partner, on behalf of the Partnership, entered into a
distribution agreement with an unaffiliated party granting rights to distribute
"The Whipping Boy" in the domestic home video market for a period not to exceed
five years. As of June 30, 1998, net sales earned and received by the
Partnership under this agreement totaled $135,121.
The General Partner and Gemini Films selected Canal Plus Distribution as the
company that will distribute and exploit the movie outside of North America.
Canal Plus Distribution will earn distribution fees of 15 percent of the film's
gross receipts outside of North America, and it will be reimbursed for its
expenses capped at 10 percent of the film's gross receipts outside of North
America (excluding dubbing costs). Canal Plus Distribution will be responsible
for accounting and remitting to Gemini Films the net revenues from the film's
distribution in all markets and in all media outside of North America. Gemini
Films will be responsible for forwarding the Partnership's share of such
revenues within 10 days of receipt of such funds from Canal Plus.
During the fourth quarter of 1996, the General Partner reassessed the
anticipated total gross revenue remaining from the distribution of "The Whipping
Boy" in available international and domestic television and home video markets.
Based on revised estimated television and home video sales projections provided
by an independent consultant, a reduction was made to the Partnership's estimate
of total gross revenue to be recognized from the future distribution of the
film. Accordingly, based on the reduced revenue projections for the film, a
determination was made by the General Partner that the Partnership's net
investment in "The Whipping Boy" of $952,731 exceeded the film's estimated net
realizable value of approximately $375,000 as of December 31, 1996. As a
result, a loss from write-down of film production cost of $575,000 was incurred
to reduce the unamortized cost of the film to its estimated net realizable value
as of December 31, 1996. The film's estimated net realizable value was
calculated based on an estimate of anticipated revenues remaining over the life
of the film from international and domestic television and home video
distribution, net of estimated distribution fees and costs, as of December 31,
1996. These revenue projections were estimated based on the film's prior
distribution history, the remaining international and domestic territories
available to the film for future television and home video distribution, and the
General Partner's and the independent consultant's previous distribution
experience with other films.
The Partnership plans to recover its remaining net investment in this film of
$344,908 primarily from net revenues generated from international and domestic
home video and television distribution or sale of the Partnership's interests in
the film.
RESULTS OF OPERATIONS
---------------------
Revenues of the Partnership increased $35,812, from $101,757 to $137,569 for the
three months ended June 30, 1997 and 1998, respectively. Revenues of the
Partnership increased $30,236, from $107,418 to $137,654 for the six months
ended June 30, 1997 and 1998, respectively. These increases were primarily the
result of an increase in the distribution of the Bible Programs. Revenues from
the Bible Programs increased $132,271, from $4,855 to $137,126 for the three
months ended June 30, 1997 and 1998, respectively, and increased $107,946, from
$29,180 to $137,126 for the six months ended June 30, 1997 and 1998,
respectively. These increases in Bible Programs revenue were partially offset
by decreases in the distribution of "The Whipping Boy". Revenues received from
"The Whipping Boy" decreased $76,988, from $77,432 to $444 for the three months
ended June 30, 1997 and 1998, respectively, and decreased $77,709, from $78,238
to $529 for the six months ended June 30, 1997 and 1998, respectively.
Filmed entertainment costs decreased $79,902, from $99,645 to $19,743 for the
three months ended June 30, 1997 and 1998, respectively. Filmed entertainment
costs decreased $85,057, from $104,885 to $19,828 for the six months ended June
30, 1997 and 1998, respectively. These decreases were the result of the full
amortization of the capitalized production costs relating to the Bible Programs
during 1998. Filmed entertainment costs are amortized over the life of the film
in the ratio that current gross revenues bear to anticipated total gross
revenues.
Distribution fees and expenses increased $56,402, from $12,162 to $68,564 for
the three months ended June 30, 1997 and 1998, respectively. Distribution fees
and expenses increased $53,949, from $14,615 to $68,564 for the six months ended
June 30, 1997 and 1998, respectively. Theses increases were the result of
increased revenues from the
10
Partnership's programming as discussed above. Distribution fees and expenses
relate to the compensation due and costs incurred by unaffilliated parties in
selling the Partnership's programming in the domestic and international markets.
The timing and amount of distribution fees and expenses vary depending upon the
individual market in which programming is distributed.
Operating, general and administrative expenses decreased $5,833, from $19,089 to
$13,256 for the three months ended June 30, 1997 and 1998, respectively.
Operating and general and administrative expenses decreased $22,091, from
$39,663 to $17,572 for the six months ended June 30, 1997 and 1998,
respectively. These decreases were due primarily to decreased direct costs
allocable to the operations of the Partnership that were charged to the
Partnership by the General Partner and its affiliates in 1998 as compared to
1997. The decrease in direct costs allocable to the Partnership's operations
resulted mainly from the decrease in General Partner personnel expenses and the
decrease in direct time spent by the affiliates of the General Partner on the
accounting and legal functions of the Partnership.
Interest income decreased $3,303, from $8,057 to $4,754 for the three months
ended June 30, 1997 and 1998, respectively. Interest income decreased $13,136,
from $24,275 to $11,139 for the six months ended June 30, 1997 and 1998,
respectively. These decreases in interest income were due primarily to decreases
of $3,801 and 14,207 for the three months ended and six months ended June 30,
1998 as compared to similar periods in 1997 related to the amortization of the
discount on the promissory notes received from the General Partner as part of
the June 1995 sale of the film "Household Saints." These decreases were
partially offset by higher levels of invested cash balances in the six months
ended June 30, 1998 as compared to the same period in 1997.
11
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
12
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 thereunto duly authorized.
JONES PROGRAMMING PARTNERS 2-A, LTD.
BY: JONES ENTERTAINMENT GROUP, LTD.
General Partner
By: /s/ Steven W. Gampp
---------------------------------
Steven W. Gampp
Vice President/Finance and Treasurer
(Principal Financial Officer)
Dated: August 14, 1998
13