UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended
June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 2-95449
NATIONAL PROPERTIES INVESTMENT TRUST
Formerly Richard Roberts Real Estate Growth Trust I (Exact name
of registrant as specified in its charter)
Massachusetts 06-6290322
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
P.O. Box 148 Canton Center, CT 06020
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (860) 693-9624
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 12,13 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
filing requirements for the past 90 days. Yes X No
Item 1 of the Registrant's Form 10-Q for the quarter ended June 30, 1997
is amended as follows:
The financial statements of the Registrant have been revised to include
quarterly operating information in accordance with Rule 10-01(c)(2) of
Regulation S-X. *
Item 2 of the Registrant's Form 10-Q for the quarter ended June 30, 1997
is amended as follows:
Liquidity and Capital Resources have been revised. *
Results of Operations have been revised in accordance with Item 303 of
Regulation S-K. *
* Filed herewith
ITEM 1. FINANCIAL STATEMENTS.
NATIONAL PROPERTIES INVESTMENT TRUST
INDEX
Accountants' Review Report
Comparative Balance Sheet as of June 30, 1997 and December 31, 1996
Comparative Statement of Operations for the Quarter and Six Months Ended
June 30, 1997 and 1996
Comparative Statement of Changes in Shareholders' Equity for the Six
Months Ended June 30, 1997 and 1996
Comparative Statement of Cash Flows for the Six Months Ended June 30,
1997 and 1996
Notes to the Financial Statements
[LETTERHEAD OF BERNARDI, ALFIN & KOOS, L.L.C. APPEARS HERE]
Trustees
National Properties Investment Trust
P.O. Box 148
Canton Center, Connecticut 06020
We have reviewed the accompanying balance sheet of National Properties
Investment Trust as of June 30, 1997 and the related statements of operations
for the quarter and six months ended June 30, 1997 and 1996, and changes in
shareholders' equity and cash flows for the six months ended June 30, 1997 and
1996, included in the accompanying Securities and Exchange Commission Form 10-Q
for the period ended June 30, 1996 in accordance with Statements on Standards
for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these financial
statements is the representation of the management of National Properties
Investment Trust.
A review of interim financial information consists principally of
inquiries of Trust personnel and analytical procedures applied to financial
data. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet as of December 31, 1996, and the related
statements of operations, shareholders' equity and cash flows for the year then
ended (not presented herein). In our reports dated March 18, 1997 and October 7,
1997, we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheet as of
December 31, 1996 is fairly stated in all material respects in relation to the
balance sheet from which it has been derived.
July 29, 1997, except for the Respectfully submitted,
Comparative Statement of
Operations And Notes 1, 2, 8
and 10, as to which /s/Bernardi, Alfin & Koos, L.L.C.
the date is October 7, 1997 ---------------------------------
BERNARDI, ALFIN & KOOS, L.L.C.
Certified Public Accountants
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE BALANCE SHEET
See Accountants' Review Report
June 30, December 31,
1997 1996
ASSETS:
Investments in real estate and personal property ... $ 1,011,235 $ 948,583
Cash and cash equivalents .......................... 10,616 44,403
Receivables ........................................ 23,659 18,248
Other assets ....................................... 27,097 39,633
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TOTAL ASSETS ....................................... $ 1,072,607 $ 1,050,867
LIABILITIES:
Accounts payable and accrued expenses .............. $ 37,343 $ 53,107
Security deposits & prepaid rent ................... 25,471 20,821
Mortgage payable ................................... 557,029 571,258
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Total Liabilities .................................. 619,843 645,186
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SHAREHOLDERS' EQUITY:
Shares of beneficial interest, no par value, unlimited
authorization, shares issued and outstanding were
749,276 in 1997 and 718,860 in 1996 .............. 11,772,347 11,735,447
Accumulated deficit ................................ (11,319,583) (11,329,766)
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Total Shareholders' Equity ......................... 452,764 405,681
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ......... $ 1,072,607 $ 1,050,867
========== ==========
The accompanying notes are an integral part of the financial statements.
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF OPERATIONS
See Accountants' Review Report
For the Quarter Ended For the Six Months Ended
June 30, June 30,
1997 1996 1997 1996
PROPERTY OPERATIONS:
Gross rental income ................... $ 88,671 $ 90,802 $ 175,687 $ 178,648
Rental expenses ...................... (57,485) (59,559) (119,962) (122,364)
General and administrative expenses .. (22,391) (26,875) (45,938) (52,043)
-------- -------- -------- --------
Net Income from Property Operations 8,795 4,368 9,787 4,241
OTHER INCOME (EXPENSE):
Interest income ...................... 288 438 397 1,033
-------- -------- -------- --------
NET INCOME ................................ $ 9,083 $ 4,806 $ 10,184 $ 5,274
INCOME PER SHARE OF BENEFICIAL INTEREST ... $ 0.01 $ 0.01 $ 0.01 $ 0.01
AVERAGE NUMBER OF SHARES OF BENEFICIAL
INTEREST ............................. 738,915 718,860 738,915 718,860
The accompanying notes are an integral part of the financial statements.
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
See Accountants' Review Report
For the Six Months Ended For the Six Months Ended
June 30, June 30,
1997 1996
Shares Amount Shares Amount
SHARES OF BENEFICIAL INTEREST
Balance - Beginning of the Period 718,860 $ 11,735,447 718,860 $ 11,735,447
Shares issued ................... 30,416 36,900 -- --
------- ---------- ------- ----------
Balance - End of the Period ..... 749,276 $ 11,772,347 718,860 $ 11,735,447
ACCUMULATED DEFICIT
Balance - Beginning of the Period $(11,329,767) $(11,274,829)
Net income ...................... 10,184 5,274
Dividends paid .................. -- (36,339)
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Balance - End of the Period ..... $(11,319,583) $(11,305,894)
The accompanying notes are an integral part of the financial statements.
NATIONAL PROPERTIES INVESTMENT TRUST
CANTON CENTER, CONNECTICUT
COMPARATIVE STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
See Accountants' Review Report
For the Six Months Ended
June 30,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ....................................... $ 10,184 $ 5,274
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Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization ............... 27,157 24,482
Changes in Assets and Liabilities:
Receivables ............................. (5,411) (12,014)
Other assets ............................ 8,048 2,777
Accounts payable and accrued expenses ... (15,764) (1,444)
Security deposits & prepaid rent ........ 4,650 --
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Total Adjustments ................... 18,680 13,801
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Net Cash Provided By Operating Activities ........ 28,864 19,075
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of personal property .................... (85,322) (13,186)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on debt ....................... (14,229) (13,236)
Proceeds from the issuance of shares ............. 36,900 --
Dividends paid ................................... -- (36,339)
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Net Cash Provided By (Used In) Financing Activities 22,671 (49,575)
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .. (33,787) (43,686)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD .... 44,403 108,081
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CASH AND CASH EQUIVALENTS, END OF THE PERIOD .......... $ 10,616 $ 64,395
======= =======
The accompanying notes are an integral part of the financial statements.
NATIONAL PROPERTIES INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Organization and Summary of Accounting Policies:
A. Organizaion:
National Properties Investment Trust (formerly Richard Roberts Real
Estate Growth Trust I) (the "Trust") was organized on January 16, 1985 as a
Massachusetts Business Trust. The Trust invests directly in equity interests in
commercial, industrial and/or residential properties in the United States which
have income-producing capabilities and intends to hold its properties for
long-term investment. The Trust currently owns a single property located in
central Florida. The results of the Trust's operations depend upon the Trust's
property's competitive position in its respective leasing market. The Shoppes
at Lake Mary, a strip shopping center located at Lake Mary, Florida, is the
Trust's sole remaining property.
B. Basis of Presentation:
The accompanying unaudited financial statements of the Trust have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three- and six-month
periods ended June 30, 1997 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1997. For further information,
refer to the financial statements and accompanying footnotes thereto included
in the Trust's annual report on Form 10-K for the year ended December 31, 1996
C. Method of Accounting:
The financial statements of the Trust have been prepared on the accrual
basis of accounting.
D. Cash Equivalents:
For financial statement purposes, the Trust considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.
E. Income Taxes:
The Trust has made for prior years, and intends to make for 1997, an
election to file as a real estate investment trust (REIT) for federal tax
purposes, and if so qualified, will not be taxed on earnings distributed to
shareholders. Accordingly, no provision for federal income taxes has been made
for the periods ended June 30, 1997 and June 30, 1996. However, the Trust is
subject to state income taxes, where applicable.
NATIONAL PROPERTIES INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Organization and Summary of Accounting Policies: (Continued)
F. Real Estate Assets and Depreciation:
The Trust recognizes impairment losses for long-lived assets, on a
property by property basis, used in operations when indicators of impairment
are present and the undiscounted future cash flows are not sufficient to
recover the asset's carrying value. If such indicators are present, an
impairment loss is recognized based on the excess of the carrying amount of the
impaired asset over its fair value during the period that the indicators are
present.
For long-lived assets to be disposed of, impairment losses are recognized
when the fair value of the asset, less the estimated cost to sell, is less than
the carrying value of the asset measured at the time management commits to a
plan to dispose of the asset. Assets are classified as assets to be disposed of
when management has committed to sell and is actively marketing the property.
Assets to be disposed of are carried at the lower of carrying value or fair
value less cost to dispose, determined on an asset by asset basis. Depreciation
is not recorded during the period in which assets are held for disposal and
gains (losses) from initial and subsequent adjustments to the carrying value of
the assets, if any, are recorded as a separate component of income from
continuing operations.
No impairment losses have been recognized since the Trust's adoption of
Statement of Financial Accounting Standards ("SFAS") No. 121 "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of".
Depreciation was computed using the straight-line method over an
estimated depreciable life of 40 years for real property, 7 years for personal
property, and over the life of the related lease for tenant improvements.
G. Accumulated Deficit:
The accumulated deficit, reported as a reduction of Shareholders' Equity,
includes net losses recognized and distributions made to Shareholders as a
return of capital invested.
H. Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
NOTE 2 - Related Party Transactions:
The Trust has entered into a temporary management agreement with the
Managing Trustee for a one-year term. The agreement calls for the Managing
Trustee to be paid $4,000 per month plus Trust related expenses. The Trust paid
the Managing Trustee $12,000 and $24,000 as compensation for managing the Trust
property for the quarter and six months ended June 30, 1997. In addition, the
Trust offices are located at premises owned by the Managing Trustee. No rent
was charged to the Trust in the quarter and six months ended June 30, 1997,
although, the Trust paid utility bills for the office of $365 and $1,136 in the
quarter and six months ended June 30, 1997.
On March 3, 1997, the Trust issued 30,416 shares of beneficial interest
to an IRA for the benefit of a Trustee of the Trust. The shares were issued for
$1.2132 per share, totaling $36,900.
NOTE 3 - Earnings Per Share:
Earnings per Share of Beneficial Interest are computed on the weighted
average number of Shares of Beneficial Interest outstanding during the period.
NOTE 4 - Investment in Real Estate and Personal Property:
The Trust purchased The Shoppes at Lake Mary, a 38,125 square foot
shopping center located in Lake Mary, Florida on March 31, 1986 for $3,200,000.
Pursuant to the purchase agreement, the seller guaranteed that the revenues
generated by the project during the first two years of its operation would be
at least equal to the aggregate of all expenses incurred in connection with the
use and operation of the project during each such year plus $360,000. The
seller placed $300,000 of the purchase price in an interest bearing escrow
account as security for the guarantee. On September 26, 1986, the Trust
released the seller from the guarantee in consideration for the funds held in
escrow. The funds held in escrow were forwarded to the Trust on October 2,
1986. The basis of the property acquired has been reduced by the amount
received under the terms of the cash flow guarantee. On December 31, 1991 the
Trust reduced the book value of real property by $1,677,901 to its net
realizable value.
All of the Trust's property is recorded at historical cost, except for
its real property which is recorded at its historical cost, less $310,762 for
the reduction in basis due to the release of funds escrowed at closing, and
less $1,677,901 loss reserve to reduce the property value to its net realizable
value.
NOTE 4 - Investment in Real Estate and Personal Property: (Continued)
The Trust's property and equipment are as follows:
The Shoppes at Lake Mary
June 30, December 31,
1997 1996
Land ......................... $ 307,273 $ 230,299
Buildings .................... 1,147,584 1,147,584
Tenant Improvements .......... 219,090 210,742
Furnishings and Equipment .... 19,544 19,544
Total ..................... 1,693,491 1,608,169
Less: Accumulated Depreciation ( 682,256) ( 659,586)
--------- ---------
Net Investment in Real Estate
and Personal Property ........ $1,011,235 $ 948,583
========= =========
NOTE 5 - Receivables:
Receivables consist of the following:
6/30/97 12/31/96
Tenant Receivables ................ $23,659 $18,248
Allowance for Doubtful Accounts ... -- --
Tenant Receivables net of Allowance $23,659 $18,248
NOTE 6 - Mortgages Payable:
6/30/97 12/31/96
Mortgage payable in monthly installments
of $7,201 of principal and interest at 2%
over prime on the outstanding balance. The
balance of principal and interest is due in
full in October 1998. The loan is secured
by a first mortgage lien on The Shoppes at
Lake Mary ................................. $557,029 $571,258
The following sets forth the principal payments due on the mortgage
payable for the twelve months ended:
June 30, 1998 30,734
June 30, 1999 526,295
NOTE 7 - Tenant Leases:
The Trust has entered into operating lease agreements with
tenants of its rental property, which have various termination
dates. Certain leases also contain provisions for inflationary
increases and the pass through of a portion of operating expenses
under specified circumstances. Future minimum lease payments under
noncancellable operating leases are as follows:
1998 $262,782
1999 187,996
2000 125,157
2001 25,201
Total $601,136
NOTE 8 - Contingencies:
Salvatore R. Carabetta, an Independent Trustee, resigned on
June 30, 1996. A successor Trustee was not appointed until June 16,
1997, which is greater than the 60 day period required by the
Declaration of Trust for the appointment of a successor Trustee.
The Declaration of the Trust requires a new Trustee to be appointed
within 60 days. On June 16, 1997 Robert Reibstein was appointed as
a Trustee of the Trust.
On January 6, 1996 the Managing Trustee, Peter Stein,
declared a dividend without the express approval of Mr. Carabetta.
Mr. Stein believes that the request for a vote sent to Mr.
Carabetta twice by certified mail, and not responded to, constitutes
a presence at a vote and abstention from the vote. Additionally
until June 25, 1996 when Jay Goldman was elected as Trustee of the
Trust, Peter Stein, the Managing Trustee, had been acting on behalf
of the Trust without the express approval of the majority of the
Trustees. Peter Stein and Salvatore Carabetta were the sole
remaining Trustees and since a majority of Trustees needed to be
present to have a vote, both Trustees needed to be present to hold
a vote. On June 16, 1997, a Trustee meeting was held and the
Trustees acknowledged that the Trust was operating without the full
complement of Trustees and approved and ratified all actions
carried out by the officers of the Trust.
On June 16, 1997, the Trustees adopted an Amended and
Restated Declaration of Trust, which provides that the Trust may
choose to elect officers, including a President who shall act as
Managing Trustee, and which further defines the powers and
limitations of the officers of the Trust. As of June 30, 1997, no
officers of the Trust had been appointed to oversee the management
of the Trust.
NOTE 8- Contingencies: (Continued)
As of July 29,1997, the Trust is near the completion of
negotiations for the sale of the real estate of the Trust to a
newly formed-entity that expects to qualify as a REIT. As currently
structured, the sale will be an exchange of the Trust's real estate
for common stock in the new REIT. The new REIT will have ten retail
properties at its formation, nine to be contributed from affiliates
of the newly-formed entity and one from the Trust. All shareholders
of the Trust will receive a distribution of a portion of the new
REIT stock and the remaining new REIT stock will be held by the
Trust.
Shareholders of the Trust will receive a proxy
statement/prospectus pursuant to which they will be asked to
approve the proposed business combination with the new REIT. The
proxy statement/prospectus will contain all the material details of
the transaction and is expected to be mailed to shareholders of the
Trust in November 1997.
It is contemplated that this transaction will be completed by
the end of December 1997.
Management is unable to determine the effects the above
events will have on the financial condition of the Trust, if any.
NOTE 9 - Supplemental Disclosure of Cash Flow Information:
6-30-97 6-30-96
Cash paid during the six months ended -
Income taxes $ -- $ --
Interest ... $28,976 $30,945
NOTE 10 - Restatement of Financial Statements:
The Comparative Statement of Operations has been restated to
reflect general and administrative expenses as a component of
income from operations in accordance with generally accepted
accounting principles. Previously, general and administrative
expenses were reported as other expenses. This change has no effect
on the income (loss) reported by the Trust. Quarterly information
for the quarter ended June 30, 1997 and 1996 have been added to the
Comparative Statement of Operations in accordance with Rule
10-01(c)(2) of Regulation S-X.
Note 1 of these financial statements has been amended to
reflect the adoption Statement of Financial Accounting Standards
("SFAS") No. 121 of the Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of". Adoption of
this standard did not have a material impact on the Trust's
financial position or results of operations.
Note 1 of these financial statements have been amended to
provide a description of the Trust's basis of presentation.
Note 8 of these financial statements have been restated to
reflect the current status of the proposed merger of the Trust
property into a new REIT. These changes have no effect on the
financial position and results of operations of the Trust.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
NATIONAL PROPERTIES INVESTMENT TRUST (the "Trust") was organized on
January 16, 1985, as a Massachusetts Business Trust. On July 23, 1993, the
Trust changed its name from Richard Roberts Real Estate Growth Trust I to its
current name. The Trust has made for 1996 and prior years, and intends to make
for 1997, an election to file as a real estate investment trust "REIT" under
the provisions of the Internal Revenue Code and intends to maintain this status
as long as it will benefit the Trust's shareholders. The Trust considers its
business to be operating in one industry segment, investment in real property
Liquidity and Capital Resources
The Trust's primary cash requirements are for capital expenditures and
operating expenses, including utilities, insurance, sales taxes, maintenance
and management costs. Historically, the Trust's primary sources of cash have
been from operations and bank borrowings.
At June 30, 1997 the Trust had cash of approximately $10,616, which is
comprised almost entirely of net income from operations. As of July 29,1997,
the Trust is near the completion of negotiations for the sale of the real
estate of the Trust to a newly formed-entity that expects to qualify as a REIT.
As currently structured, the sale will be an exchange of the Trust's real
estate for common stock in the new REIT. The new REIT will have 10 retail
properties at its inception, nine to be contributed from affiliates of the
newly formed entity and one from the Trust. All shareholders of the Trust will
receive a distribution of a portion of the new REIT stock and the remaining
new REIT stock will be held by the Trust.
Shareholders of the Trust will receive a proxy statement/prospectus
pursuant to which they will be asked to approve the proposed business
combination with the new REIT. The proxy statement/prospectus will contain all
the material details of the transaction and is expected to be mailed to the
shareholders of the Trust in November.
It is contemplated that this transaction will be consummated by the end of
December 31, 1997.
The principal assets of the Trust consist of an equity position in an
income producing commercial property and cash.
Inflation
Inflation has been consistently low during the periods presented in
these financial statements and, as a result, has not had a significant effect
on the operations of the Trust.
Competition
The Trust's remaining property investment is subject to competition from
similar types of properties in the vicinity in which it is located. While the
market in which the property operates is experiencing a recovery, the
property values generally remain below the highs realized in the mid-1980's.
The property's current 100% occupancy rate, and the Trust's holding of
several long-term leases with automatic escalation clauses, are indicators
that the Trust is not currently facing heavy competition for tenants.
Results of Operations
For the quarter ended June 30, 1997, the Trust's net income from property
operations was $8,795 as compared to net income from property operations of
$4,368 for the quarter ended June 30, 1996. For the six months ended June 30,
1997, the Trust had net income from property operations of $9,787 as compared
to net income from property operations of $4,030 for the six months ended June
30, 1996. The increases are related to decreases in required repairs to the
property, costs associated with operational expenses and the travel and related
costs incurred with evaluating new investments. Also, the Trust had net income
of $9,083 and $10,184 for the quarter and six months ended June 30, 1997,
compared to income of $4,806 and $5,063 for the quarter and six months ended
June 30, 1996.
The Managing Trustee was paid $12,000 and $24,000 for the quarter and
six months ended June 30, 1997. In addition, the Trust offices are located at
premises owned by the Managing Trustee. No rent was charged to the Trust in
the quarter and six months ended June 30, 1997, although, the Trust paid
utility bills for the office of $365 and $1,136 in the quarter and six months
ended June 30, 1997.
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
NATIONAL PROPERTIES INVESTMENT TRUST
Date: 10/20/97 By: \s\ Peter M. Stein
-------------------
Peter M. Stein
Managing Trustee
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
Signature Title Date
/s/ Peter M. Stein Managing Trustee 10/21/97
- --------------------
Peter M. Stein
/s/ Jay Goldman Trustee 10/21/97
- --------------------
Jay W. Goldman
/s/ Robert H. Reibstein Trustee 10/21/97
- --------------------
Robert H. Reibstein