FORM 10-K. -SPECIAL FINANCIAL REPORT PURSUANT TO RULE 15(d)-2 OF THE
SECURITIES EXCHANGE ACT OF 1934 CONTAINING ONLY FINANCIAL STATEMENTS
FOR THE PERIOD FROM AUGUST 20, 1997 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1997
(Mark One)
[ ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended ---------------------------------------------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission file Number 1-14760
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RESOURCE ASSET INVESTMENT TRUST
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(Exact name of registrant as specified in its charter)
MARYLAND 23-19819819
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1845 WALNUT STREET, 10TH FLOOR, PHILADELPHIA, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 861-7900
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
Common Shares of Beneficial Interest American Stock Exchange
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- ------------------------------------ -------------------------------
Securities registered pursuant to Section 12(g) of the Act:
NONE
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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 No X
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
As of March 31,1998, 3,333,434 shares of common stock with a par value of
$0.01 were outstanding. These shares, which constitute all of the voting stock
of the registrant, had an aggregate market value on March 31, 1998 of
$60,835,170. Affiliates of RAIT beneficially own in the aggregate 17 percent
of such shares.
Report of Independent Certified Public Accountants
Board of Trustees
Resource Asset Investment Trust
We have audited the accompanying consolidated balance sheet of Resource
Asset Investment Trust and Subsidiaries as of December 31, 1997, and the
related consolidated statements of operations, shareholder's deficiency, and
cash flows for the period from August 20,1997 (date of inception) through
December 31, 1997. These financial statements are the responsibility of
Resource Asset Investment Trust's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Resource Asset Investment Trust and Subsidiaries as of December 31, 1997, and
the consolidated results of their operations and their cash flows for the
period from August 20, 1997 (date of inception) through December 31, 1997, in
conformity with generally accepted accounting principles.
Philadelphia, Pennsylvania
March 5, 1998
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RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Consolidated Balance Sheet
December 31, 1997
ASSETS:
Deferred financing costs $ 20,340
Equipment 8,766
Organizational costs 57,716
Deferred offering expenses 2,104,558
Other assets 1,084
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Total assets $ 2,192,464
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LIABILITIES AND SHAREHOLDER'S DEFICIENCY
Accounts payable $ 657,751
Due to affiliates 1,579,330
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Total liabilities 2,237,081
Shareholder's deficiency
Preferred Shares, $.01 par value; 25,000,000 authorized 0
Shares; none issued
Common Shares, $.01 par value; 200,000,000 authorized
Shares, issued and outstanding, 100 shares 1
Additional paid-in-capital 999
Accumulated deficit (45,617)
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Total shareholder's deficiency (44,617)
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Total liabilities and shareholder's deficiency $ 2,192,464
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The accompanying notes are an integral part of these consolidated financial
statements.
-3-
RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Consolidated Statement of Operations
For the Period From August 20, 1997 (date of inception)
through December 31, 1997
EXPENSES:
Start-up Costs $ 45,617
------
Net Loss $ (45,617)
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Net loss per share-basic and diluted $(1,169.67)
==========
Weighted average shares outstanding 39
==
The accompanying notes are an integral part of these consolidated financial
statements.
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RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Consolidated Statement of Changes in
Shareholder's Deficiency For the Period From August 20,
1997 (date of inception) through December 31, 1997
Additional Total
Paid-in Accumulated Shareholder's
Common Stock Capital Deficit Deficiency
Shares issued $ 1 $ 999 $ 0 $ 1,000
Net loss 0 0 (45,617) (45,617)
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Balance, December 31, 1997 $ 1 $ 999 $(45,617) $(44,617)
======== ======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
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RESOURCE ASSET INVESTMENT TRUST
and Subsidiaries
Consolidated Statement of Cash Flows
For the Period August 20, 1997 (date of inception) through December 31, 1997
Operating activities
Net Loss $ (45,617)
Adjustments to reconcile net loss to net
cash provided by operating activities
Increase in deferred offering expenses (2,104,558)
Increase in other assets (1,084)
Increase in accounts payable 657,751
Increase in due to affiliates 1,579,330
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Net cash provided by operating activities 85,822
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Investing activities
Financing fees incurred (20,340)
Purchase of equipment (8,766)
Organizational costs (57,716)
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Net cash used in investing activities (86,822)
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Financing activities
Issuance of common stock 1,000
Net cash used by financing activities 1,000
Net change in cash and cash equivalents 0
Cash and cash equivalents, beginning of period 0
-----------
Cash and cash equivalents, end of period $ 0
===========
The accompanying notes are an integral part of these consolidated financial
statements.
-6-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
NOTE 1 - FORMATION AND BUSINESS ACTIVITY
Resource Asset Investment Trust (RAIT or the Company), together with its
subsidiaries--RAIT Partnership, L.P. (the Operating Partnership); RAIT
General, Inc. (the General Partner), the General Partner of the Operating
Partnership; and RAIT Limited, Inc. (the Initial Limited Partner), the Initial
Limited Partner of the Operating Partnership--were each formed in August 1997.
RAIT, the General Partner and the Initial Limited Partner were incorporated in
Maryland, and the Operating Partnership was organized as a Delaware limited
partnership. RAIT was initially capitalized through the sale of 100 common
shares for $1,000.
The General Partner and the Initial Limited Partner will capitalize the
Operating Partnership by contributing to it the proceeds of the public
offering of RAIT's Common Shares (See NOTE 4-SUBSEQUENT EVENTS, Public
Offering of Common Shares.) The General Partner initially owns a 1% general
partnership interest, and the Initial Limited Partner initially owns a 99%
limited partnership interest in the Operating Partnership.
RAIT's principal business activity is to provide mortgage or other debt
financing in situations that do not conform to the underwriting standards of
institutional lenders or sources that provide financing through
securitization. RAIT intends to purchase or originate financing relating to
multifamily residential, office and other commercial properties. RAIT will
emphasize wraparound loans and, to a lesser extent, other forms of junior lien
and subordinated financing with principal amounts generally between $1 million
and $8 million. RAIT also anticipates the acquisition of real properties, or
interests therein. The Operating Partnership will undertake the business of
RAIT, including the origination and acquisition of financing and the
acquisition of property interests.
RAIT principally competes with banks, insurance companies, savings and
loan associations, mortgage bankers, pension funds, investment bankers, and
other public or private real estate investment trusts for origination or
acquisition of real estate loans.
RAIT intends to emphasize financing with respect to properties located in
metropolitan areas of the United States, and has identified certain areas in
which it may concentrate its investments. In particular, RAIT anticipates that
a material portion of its loans will relate to properties located in the
Philadelphia, Pennsylvania metropolitan area (11 of the 12 Initial
Investments) relate to properties located in this area) or in the
Baltimore/Washington, D.C. corridor (where the other Initial Investment is
located). (NOTE 4-Subsequent Events.)
NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Statement Presentation
The accounting and reporting policies of the Company conform with
generally accepted accounting principles. The accompanying financial
statements include the accounts of the Company and its subsidiaries. All
material intercompany balances and transactions have been eliminated in
consolidation.
In preparing the consolidated financial statements, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities, and the reported
amounts of revenue and expenses. Actual results could differ from those
estimates.
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 130, "Reporting of
Comprehensive Income" which is effective for periods beginning after December
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
15, 1997. This new standard requires entities presenting a complete set of
financial statements to include details of comprehensive income. Comprehensive
income consists of net income or loss for the current period and income,
expense, gains, and losses that bypass the income statement and are reported
directly in a separate component of equity. RAIT has evaluated SFAS No. 130
and does not foresee a material effect on the presentation of its financial
position or results of operation.
Loan Portfolio
Certain mortgage loans, for which the borrower is not current as to
original contractual principal and interest payments or for which there is a
reason to believe the borrower will be unable to continue to make its
scheduled principal and interest payments, are acquired by RAIT at a discount
from both the face value of the loan and the appraised value of the property
underlying the loan. For these loans, the difference between RAIT's cost basis
in the loan and the sum of projected cash flows from, and the appraised value
of, the underlying property (up to the amount of the loan) is accreted into
interest income over the estimated life of the loan using a method which
approximates the level interest method. Projected cash flows and appraised
values of the property are reviewed on a regular basis and changes to the
projected amounts reduce or increase the amounts accreted into interest income
over the remaining life of the loan.
Loans held for investments that are purchased at face value are stated at
amortized cost, less any allowance for loan losses, because the company has
the ability and the intent to hold them for the foreseeable future or until
maturity or payoff. Interest income is accrued as it is earned. Loans are
placed on non-accrual status after being delinquent greater than 89 days, or
earlier if the borrower is deemed by management to be unable to continue
performance. When a loan is placed on non-accrual status, interest accrued but
not received is reversed. While a loan is on non-accrual status, interest is
recognized only as cash is received. Loans are returned to accrual status only
when the loan is reinstated and ultimate collectibility of future interest is
no longer in doubt. None of RAIT's Initial Investments is on non-accrual
status. Gains and losses on disposal of such assets are computed on a specific
identification basis.
Management's periodic evaluation of the adequacy of the allowance for
possible loan losses will be based on known and inherent risks in the
portfolio, adverse situations that may affect the borrower's ability to repay,
historical loss experience, the estimated value of any underlying collateral,
and current economic conditions and trends. Such estimates are susceptible to
change, and actual losses on specific loans may vary from estimated losses.
The allowance for possible loan losses will be increased by charges to income
and decreased by charge-offs (net of recoveries).
RAIT will account for the impairment of loans under SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan, " as amended by SFAS No.
118, "Accounting by Creditors for Impairment of a Loan: Income Recognition and
Disclosures." This standard requires that a creditor measure impairment based
on the present value of expected future cash flows discounted at the loan's
effective interest rate, except that as a practical expedient, a creditor may
measure impairment based on a loan's observable market price, or the fair
value of the collateral if the loan is collateral dependent. Regardless of the
measurement method, a creditor must measure impairment based on the fair value
of the collateral when the creditor determines that foreclosure is probable.
-8-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
RAIT adopted SFAS No. 125 "Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities," as amended by SFAS No.
127, which provides accounting guidance on transfers of financial assets,
servicing of financial assets and extinguishments of liabilities. Adoption of
this statement did not have a material impact on RAIT's consolidated financial
position or results of operations.
Depreciation and Amortization
Equipment is carried at cost less accumulated depreciation. Depreciation
is provided for by the straight-line method over the estimated useful life of
five years. Organizational costs are being amortized over a five-year period.
No depreciation or amortization was recorded for the period from August 20,
1997 (date of inception) through December 31, 1997.
Employee Benefit Plans
RAIT will account for its stock option plans under FASB No. 123,
"Accounting for Stock-Based Compensation," which contains a fair value-based
method for valuing stock-based compensation that entities may use, which
measures compensation cost at the grant date based on the fair value of the
award. Compensation is then recognized over the service period, which is
usually the vesting period. Alternatively, the standard permits entities to
continue accounting for employee stock options and similar instruments under
APB Opinion No. 25, "Accounting for Stock Issued to Employees." Entities that
continue to account for stock options using APB Opinion No. 25 are required to
make pro forma disclosures of net income and earnings per share as if the fair
value-based method of accounting defined in SFAS No. 123 had been applied.
RAIT's stock option plan will be accounted for under APB Opinion No. 25. There
were no options granted for the period from August 20, 1997 (date of
inception) through December 31, 1997.
Federal Income Taxes
RAIT intends to qualify and will elect to be taxed as a Real Estate
Investment Trust (REIT) under Sections 856 through 860 of the Internal Revenue
Code of 1986, as amended, commencing with its taxable year ending December 31,
1998. If RAIT qualifies for taxation as a REIT, it generally will not be
subject to federal corporate income tax on its taxable income that is
distributed to its shareholders. A REIT is subject to a number of
organizational and operational requirements, including a requirement that it
currently distribute at least 95% of its annual taxable income.
Loss per Share
In 1997, RAIT adopted the provisions of SFAS No. 128, "Earnings per Share"
which eliminated primary and fully diluted earnings per share and requires
presentation of basic and diluted earnings per share in conjunction with the
disclosure of the methodology used in computing such earnings per share. Basic
earnings per share excludes dilution and is computed by dividing income
available to common shares by the weighted average common shares outstanding
during the period. Diluted earnings per share takes into account the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised and converted onto common stock. The Company had no
dilutive securities as of December 31, 1997.
-9-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
NOTE 3 - COMMITMENTS
Lease Obligations
RAIT and its subsidiaries sub-lease office space under an operating lease
with JeffBanks, Inc. (NOTE 4-Subsequent Events) at an annual rental of $24,000
plus an allocation of building operating expenses. The sub-lease expires May
14, 2008 and contains two five-year renewal options.
Employment Agreements
RAIT has entered into automatically renewing, one-year employment
agreements with its Chairman and Chief Executive Officer and the President and
Chief Operating Officer. Compensation under these agreements is $250,000 and
$150,000 per year, respectively, and includes the grant of options to purchase
225,000 Common Shares and 75,000 Common Shares, respectively, upon the closing
of the public offering (NOTE 4-SUBSEQUENT EVENTS). In the event of termination
other than for cause, the contracted employee will receive a lump sum benefit
equal to "average compensation" which is defined as the average compensation
in the three most highly compensated years during the previous five years. In
addition, upon termination, all options to acquire Common Shares vest on the
later of the effective date of termination or six months after the options
were granted.
NOTE 4 - SUBSEQUENT EVENTS
Public Offering of Common Shares
RAIT filed a registration statement with respect to the public offering
and sale of 2,833,334 Common Shares which became effective January 8, 1998.
The offering closed on January 14, 1998 (the Closing Date). In addition to the
offering, 500,000 Common Shares were purchased by Resource America, Inc.
(RAI), as sponsor of RAIT. Approximately 124,000 of the Common Shares sold in
the offering were purchased by officers, directors and trustees of RAIT, RAI,
Brandywine Construction & Management, Inc. (Brandywine), an affiliate of RAI,
and related persons. These shares, along with the RAI shares, are subject to
restrictions on sale or disposal without the consent of the underwriters for a
period of 180 days following the Closing Date. The remaining Common Shares
were purchased separately and were freely tradable immediately upon issuance.
The initial public offering price of the Common Shares was $15.00. The net
proceeds received by RAIT in connection with the public offering were
approximately $46,500,000. Total offering costs approximated $5,236,000,
including underwriting discounts.
RAIT issued warrants to purchase 141,667 Common Shares to the underwriters
at an exercise price of $15.00, the initial offering price. The warrants are
exercisable for a period of four years commencing one year from the Closing
Date.
Transactions with Affiliates
In connection with the offering, RAI, acquired 15% of RAIT's outstanding
Common Shares. The Chairman and Chief Executive Officer of RAIT is the spouse
of the Chairman, Chief Executive Officer and President of RAI. A trustee of
RAIT is their son. RAI advanced funds to RAIT for organization, start-up and
offering expenses. Advances aggregated approximately $1,579,000 at December
31, 1997. Simultaneously with the closing of the public offering, RAIT
-10-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
purchased certain investments from RAI (Initial Investments) as described
below. RAIT anticipates that it will purchase additional investments from RAI
up to a maximum of 30% of RAIT's investments, excluding the Initial
Investments. RAIT may also from time to time retain RAI to perform due
diligence investigations on properties underlying proposed investments (except
investments acquired from RAI).
Brandywine, an affiliate of RAI, may provide real estate management or
management supervisory services to properties underlying RAIT's investments.
No fees were paid to Brandywine for the period from August 20, 1997 (date of
inception) through December 31, 1997.
RAIT places its temporary excess cash in short-term money market
instruments with JeffBanks, Inc. (JBI). The Chairman and Chief Executive
Officer of RAIT is the Chairman and Chief Executive Officer of JBI and,
together with her spouse, (also an officer and director of JBI), are a
principal shareholders of JBI. Immediately after the closing of the public
offering, RAIT had $26,312,000 in deposits at JBI, of which approximately
$26,212,000 is over the FDIC insurance limit.
Ledgewood Law Firm, P.C. (Ledgewood), which has acted as counsel to RAIT
in connection with its organization and the Offering, previously has acted as
counsel to RAI, Brandywine, JBI and their affiliates and anticipates that it
will continue to do so in the future. Fees incurred by Ledgewood in connection
with the public offering were approximately $544,000 for the period from
August 20, 1997 (date of inception) through December 31, 1997.
Initial Investments
Simultaneously with the closing of the public offering, RAIT acquired 12
loans from RAI (Initial Investments) at an aggregate investment of
approximately $18,000,000 and acquired certain senior debt relating to four of
such loans from third parties at a cost of approximately $2,500,000. Two of
the Initial Investments were originated by RAIT and were purchased from RAI at
cost. Eight of the Initial Investments were acquired at a discount to the
outstanding balance due from the borrower on the loan and to the appraised
value of the underlying property. RAIT's investment, on a cost basis, in the
Initial Investments is 59% of the appraised value of the underlying
properties. There is an aggregate of approximately $11,000,000 of debt held by
third parties that is secured by the properties underlying certain of the
Initial Investments and to which such Initial Investments are subordinated. In
addition, in one of the Initial Investments, RAI has retained a $2,500,000
senior secured interest to which RAIT's interest is subordinated.
Option Plan
In connection with the closing of the public offering, RAIT adopted a
qualified share option plan (the Option Plan), which provides for options to
purchase Common Shares. The maximum aggregate number of Common Shares that may
be issued pursuant to options granted under the Option Plan is 450,000. The
purpose of the Option Plan is to provide a means of performance-based
compensation in order to provide incentive for RAIT's key employees.
RAIT granted to certain of its officers options to acquire an aggregate
of 385,000 Common Shares at an exercise price of $15.00 per share. The options
are not exercisable immediately; rather, 25% of each option becomes
exercisable on each of the first four anniversaries of the Closing Date. The
options will terminate on the tenth anniversary of the Closing Date. In
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
addition, RAIT granted to its Trustees options to acquire an aggregate of
2,500 Common Shares under terms described above. As of December 31, 1997, no
options were granted under this plan.
Pro Forma Financial Information
The following represents the pro forma (as adjusted) balance sheet and
statement of operations of RAIT as if the public offering occurred on December
31, 1997. The pro forma (as adjusted) condensed financial statements have been
prepared using the historical consolidated financial statements of RAIT, and
are qualified entirely by reference to, and should be read in conjunction
with, such historical financial statements. The pro forma (as adjusted)
financial statements are provided for informational and comparative purposes
only. The pro forma (as adjusted) financial statements do not purport to be
indicative of the results of operations and financial position of RAIT had
such transactions in fact occurred on December 31, 1997 or during the periods
presented or during any future period.
The pro forma (as adjusted) balance sheet as of December 31, 1997 is as
follows:
Actual Pro Forma As Adjusted
December 31, 1997 Adjustments Ref December 31, 1997
----------------- ----------- --- -----------------
ASSETS
Cash $ 0 46,500,001 (1) $ 25,835,393
(20,664,608) (2)
Deferred financing costs 20,340 (20,340) (3) 0
Investments in real estate loans 0 34,353,642 (2) 34,373,982
20,340 (3)
Deferred offering expenses 2,104,558 (2,104,558) (4) 0
Other assets 67,566 19,140 (2) 86,706
------------ ------------
Total assets $ 2,192,464 $ 60,296,081
============ ============
LIABILITIES AND SHAREHOLDER'S (DEFICIENCY)EQUITY
Accounts payable $ 657,751 $ 657,751
Due to affiliate 1,579,330 1,579,330
Senior indebtedness 0 13,708,174 (2) 13,708,174
------------ ------------
Total liabilities 2,237,081 15,945,255
------------ ------------
Shareholder's (deficiency) equity (44,617) 46,500,001 (1) 44,350,826
------------ ------------
(2,104,558) (4)
Total liabilities and shareholder's
(deficiency) equity $ 2,192,464 $ 60,296,081
============ ============
The pro forma (as adjusted) statement of operations for the period from
August 20, 1997 (date of inception) through December 31, 1997 is as follows:
Actual Pro Forma As Adjusted
December 31, 1997 Adjustments Ref December 31, 1997
----------------- ----------- --- -----------------
Expenses $ 45,617 $ 45,617
------------ ------------
Net loss $ (45,617) $ (45,617)
------------ ------------
Net loss per common share-basic and diluted $ (1,169.67) $ (.04)
============ ============
Weighted average shares outstanding 39 1,214,606 (5) 1,214,645
============ ============
Notes to the pro forma (as adjusted) financial statements are as follows:
(1) The sale of 2,833,334 Common Shares in connection with the initial public
offering (net of offering costs of approximately $5,236,000) and the sale
of 500,000 Common Shares to RAI.
-12-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
(2) The purchase of the Initial Investments from RAI, the acquisition of
senior debt relating to four of such loans from third parties, and the
recognition of outstanding senior indebtedness on four other of such
loans.
(3) The reclassification of deferred financing costs.
(4) The reclassification of deferred offering expenses.
(5) Pro-forma weighted average shares outstanding were calculated as if the
Common Shares had been outstanding for the period from August 20, 1997
(date of inception) through December 31, 1997. Pro forma weighted average
shares outstanding do not take into account stock options granted after
December 31, 1997.
-13-
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.
April 6, 1998 /s/ Jay J Eisner
- ------------------------- ---------------------------------------
DATE Jay J. Eisner
President and Chief Operating Officer
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 dates indicated.
April 6, 1998 /s/ Betsy Z. Cohen
- ------------------------- ---------------------------------------
DATE Betsy Z. Cohen
Chairman, Chief Executive Officer and
Trustee
April 6, 1998 /s/ Jay J. Eisner
- ------------------------- ---------------------------------------
DATE Jay J. Eisner
President and Chief Operating Officer
April 6, 1998 /s/ Ellen J. DiStefano
- ------------------------- ---------------------------------------
DATE Ellen J. DiStefano
Chief Financial Officer
April 6, 1998 /s/ Jonathan Z. Cohen
- ------------------------- ---------------------------------------
DATE Jonathan Z. Cohen
Secretary and Trustee
April 6, 1998 /s/Jerome S. Goodman
- ------------------------- ---------------------------------------
DATE Jerome S. Goodman
Trustee
April 6, 1998 /s/Joel R. Mesznik
- ------------------------- ---------------------------------------
DATE Joel R. Mesznik
Trustee
April 6, 1998 /s/ Daniel Promislo
- ------------------------- ---------------------------------------
DATE Daniel Promislo
Trustee
April 6, 1998 /s/ Jack L. Wolgin
- ------------------------- ---------------------------------------
DATE Jack L. Wolgin
Trustee
-14-