1 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - - ---- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1994 OR 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 1-10093 ------- RPS REALTY TRUST ---------------- (Exact name of registrant as specified in its charter.) MASSACHUSETTS 13-6908486 - - ------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 733 Third Avenue, New York, New York 10017 - - ------------------------------------ ----- (Address of principal executive offices) (Zip Code) 212-370-8585 ------------ (Registrant's telephone number, including area code) 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 --------- -------- Number of shares of beneficial interest ($.10 par value) of the Registrant outstanding as of August 10, 1994: 28,492,421. 2 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 I N D E X Part I. FINANCIAL INFORMATION PAGE NO. -------- Item 1. Financial Statements Consolidated Balance Sheets - June 30, 1994 (unaudited) and December 31, 1993 (audited) ...................................................... 3 Consolidated Statements of Operations (unaudited) - Six Months and Quarters Ended June 30, 1994 and 1993 ........................................................... 4 Consolidated Statement of Shareholders' Equity (unaudited) - Six Months Ended June 30, 1994..................................................................... 5 Consolidated Statements of Cash Flows (unaudited) - Six Months Ended June 30, 1994 and 1993............................................................ 6 Notes to Consolidated Financial Statements......................................... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......................................................... 12 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K............................................. 14 -2- 3 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS June 30, December 31, 1994 1993 ----------- ------------ (Unaudited) (Audited) ASSETS: Mortgage Loans Receivable (Net of allowance for possible loan losses of $9,157,236 in 1994 and $23,724,537 in 1993) $ 72,026,070 $100,692,130 Short-term Investments 59,326,105 37,747,388 Investment In Real Estate-Net 38,244,930 33,740,202 Interest and Accounts Receivable 11,046,307 9,977,893 Deferred Acquisition Expenses (Net of accumulated amortization of $1,220,774 in 1994 and $1,121,842 in 1993) 2,451,039 2,549,971 Cash 800,097 1,053,375 Other Assets 982,320 659,037 ------------ ------------ TOTAL ASSETS $184,876,868 $186,419,996 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Mortgages Payable $ 4,908,601 $ 5,027,023 Distributions Payable 2,279,394 2,285,058 Accounts Payable and Accrued Expenses 1,930,366 1,430,273 Deposits on Sale of Loans - 1,365,042 ------------ ------------ TOTAL LIABILITIES 9,118,361 10,107,396 SHAREHOLDERS' EQUITY 175,758,507 176,312,600 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $184,876,868 $186,419,996 ============ ============ See notes to consolidated financial statements -3- 4 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Quarter For the Six Months Ended Ended June 30, June 30, ---------------------- ----------------------- 1994 1993 1994 1993 ---- ---- ---- ---- Revenues: Interest income: Mortgage loans $1,894,445 $3,066,766 $ 4,363,900 $ 6,153,549 Short-term investments 561,738 241,355 993,004 504,191 Rental income 1,140,567 1,147,534 2,281,067 1,963,723 Gain on sale of securities - 173,037 - 173,037 Other - 126,900 - 253,800 ---------- ---------- ----------- ----------- 3,596,750 4,755,592 7,637,971 9,048,300 ---------- ---------- ----------- ----------- Expenses: Interest on Note Payable - 499,108 - 998,215 General and administrative 525,349 542,005 1,061,738 1,050,163 Payroll and related expenses 370,672 509,779 819,169 990,884 Amortization of deferred acquisition expenses 49,466 49,466 98,932 98,932 Interest on mortgages 109,790 244,165 220,604 376,877 Property operating 272,511 295,269 545,511 458,845 Real Estate Taxes 172,588 196,146 344,588 331,083 Depreciation on real estate 152,500 141,438 305,000 251,875 ---------- ---------- ----------- ----------- 1,652,876 2,477,376 3,395,542 4,556,874 ---------- ---------- ----------- ----------- Net Income $1,943,874 $2,278,216 $ 4,242,429 $ 4,491,426 ========== ========== =========== =========== Net Income Per Share $.07 $.08 $.15 $.16 ==== ==== ==== ==== Cash Dividend Declared $.08 $.08 $.16 $.16 ==== ==== ==== ==== See notes to consolidated financial statements -4- 5 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) Additional Cumulative Total Shares of Paid-In Earnings/ Shareholders' Beneficial Interest Capital (Distributions) Equity ---------------------------------- ----------- --------------- ------------ Number Amount ----------- ---------- Balance at January 1, 1994 28,552,921 $2,855,292 $195,155,914 ($21,698,606) $176,312,600 Net income for the six months ended June 30, 1994 -- -- -- 4,242,429 4,242,429 Shares repurchased and retired (60,500) (6,050) (231,684) (237,734) Cash distributions declared -- -- -- (4,558,788) (4,558,788) Balance at ---------- ---------- ------------ ------------- ------------ June 30, 1994 28,492,421 $2,849,242 $194,924,230 $(22,014,965) $175,758,507 ========== ========== ============ ============= ============ See notes to consolidated financial statements -5- 6 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Months Ended June 30, ---------------------------------------- 1994 1993 ------------ ------------- Cash Flows From Operating Activities: Net Income $ 4,242,429 $ 4,491,426 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Amortization of Deferred Acquisition Expense 98,932 98,932 Depreciation 305,000 251,875 Changes in Operating Assets and Liabilities: Interest and Accounts Receivable 143,761 961,243 Other Assets (488,483) (270,766) Accounts Payable and Accrued Expenses (1,350,096) 1,053,690 ----------- ----------- Net Cash Provided by Operating Activities 2,951,543 6,586,400 ----------- ----------- Cash Flows From Investing Activities: Satisfaction of Mortgage Loans Receivable 23,904,232 12,500 Investment in Mortgage Loans Receivable - (3,064,000) Investments in Real Estate (609,728) (454,342) ------------ ----------- Net Cash Provided by Investing Activities 23,294,504 (3,505,842) ----------- ----------- Cash Flows From Financing Activities: Dividends Declared and Paid (4,564,452) (6,577,154) Shares Repurchased (237,734) Repayment of Mortgages Payable (118,422) (4,557,592) Marketable Securities Sold - 254,000 ------------ ----------- Net Cash Used in Financing Activities (4,920,608) (10,880,746) ----------- ----------- Net Increase (Decrease) in Cash and Cash Equivalents 21,325,439 (7,800,188) Cash and Cash Equivalents, Beginning of Year 38,800,763 37,648,591 ----------- ----------- Cash and Cash Equivalents, End of Period $60,126,202 $29,848,403 =========== =========== Cash and Cash Equivalents, End of Period: Cash $ 800,097 $ 952,267 Short-Term Investments 59,326,105 28,896,136 ----------- ----------- $60,126,202 $29,848,403 =========== =========== Supplemental Disclosures of Cash Flow Information: Interest Paid $ 220,604 $ 376,877 =========== =========== Supplemental Schedule of Noncash Investing and Financing Activities: Investment in Real Estate $ 4,200,000 $ 5,190,000 Accounts Payable 1,850,188 Mortgages Payable Assumed - 3,465,694 Interest and Accounts Receivable 1,212,175 (976,612) Use of Allowance for Possible Loan Losses 14,567,301 1,352,306 Mortgages Receivable (4,761,828) (747,694) Deposit on Sale of Loans (1,365,042) - Other Assets (165,200) - See notes to consolidated financial statements -6- 7 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS l. GENERAL In the opinion of management of RPS Realty Trust (the "Trust"), the accompanying unaudited interim consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the consolidated financial position as of June 30, 1994 and the results of operations for the three and six months ended June 30, 1994 and June 30, 1993. The financial statements, related footnotes and discussions should be read in conjunction with the consolidated financial statements, related footnotes and discussions contained in the Trust's annual report on Form 10-K for the year ended December 31, 1993. Certain reclassifications have been made to prior year financial statements to conform with current classifications. 2. NET EARNINGS PER SHARE The weighted average number of shares outstanding for the six months ended June 30, 1994 and 1993 was 28,496,369 and 28,596,321, respectively. The weighted average number of shares outstanding for the quarters ended June 30, 1994 and 1993 was 28,492,421 and 28,596,321, respectively. 3. INVESTMENTS The following tables summarizes the investments of the Trust as of June 30, 1994: MORTGAGE INVESTMENTS TYPE OF NUMBER OF FUNDS RANGE OF PROPERTY MORTGAGE LOANS ADVANCED(d)(e)(f)(i) INTEREST RATES (a)(b) - - ---------------------- -------------- --------------------- --------------------- Industrial Properties - - --------------------- Wraparound Mortgage Loan 1 $15,350,000 17.4% First Mortgage Loan 1 $ 1,500,000 12.0% Office Buildings - - ---------------- Wraparound Mortgage Loans 1 $ 468,493 10% First Mortgage Loans 2 $ 5,850,000 5.0 - 8.3% Shopping Center/Retail - - ---------------------- Wraparound Mortgage Loans 6 $22,114,813 6.5 - 15.2% First Mortgage Loan (g) 4 $32,900,000 7.5 - 13.3% Loan Secured by First Lien (c) 1 $ 3,000,000 6% - ------------- Total 16 $ 81,183,306 == ============ -7- 8 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 Northeast Southeast Midwest West --------- --------- ------- ---- Outstanding Principal Amount of Loans (d) $69,114,813 $4,500,000 $ 7,100,000 $468,493 Percentage of Funds Outstanding 85.1% 5.5% 8.8% 0.6% Number of Loans 10 2 3 1 Investments in Real Estate The following table summarizes the Trust's equity investments in real properties, and the carrying amount, net of accumulated depreciation and allowance for impairment of such properties, as of June 30, 1994: Property Location Carrying Value - - -------- -------- -------------- Sunshine Plaza Tamarac, FL $ 9,157,566 Shopping Center Crofton Shopping Center (h) Crofton, MD 10,104,514 Trinity Corners Pound Ridge, NY 2,928,245 Shopping Center Toys R Us Commack, NY 2,817,262 Retail Center 222 East Saratoga Baltimore, MD 1,823,458 Office Building Lantana Plaza Lantana, FL 5,517,903 Shopping Center 9 North Wabash Chicago,IL 3,275,982 Retail Building Norgate Center Indianapolis, IN 4,200,000 Shopping Center ----------- 39,824,930 Allowance for Impairment (1,580,000) ------------ Total $38,244,930 =========== (a) Interest rates presented are the weighted averages of the sum of current plus accrued interest rates. (b) In addition to fixed interest, the Trust is entitled to contingent interest on certain loans in an amount equal to a percentage of the gross rent received by the borrower from the property securing the mortgage above a base amount, payable annually, and additional contingent interest (equity participation) based on a predetermined multiple of the contingent interest or a percentage of the net value of the property at such date payable at maturity. Contingent interest in the amount of $440,688 and $364,711 was received in the six months ended June 30, 1994 and 1993, respectively. -8- 9 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 (c) The loan is secured by a first lien on a separate collateral assignment of a first mortgage loan which, in turn, is secured by a fee position subject to a master lease on an office building in New York, New York. (d) Before taking into account allowance for possible loan losses of $9,157,236. (e) As of June 30, 1994, the Trust had 5 loans that were in arrears (three monthly payments or more) or otherwise considered to be "problem loans" by the Trust. The aggregate gross principal amounts of these loans, together with receivables relating to such loans comprised of accrued interest and payments made on behalf of the borrowers for mortgage payments relating to such properties, totaled approximately $20,074,854, representing 11.2% of the Trust's invested assets, at June 30, 1994. At June 30, 1994 and 1993, the Trust was not accruing current and accrued interest on four and eight of the above-mentioned loans, in the aggregate approximate principal amount of $10,250,000 and $58,230,000, respectively. In addition, as of June 30, 1994 and 1993 respectively, the Trust was not accruing deferred interest on two and two additional loans, in the aggregate approximate principal amount of $32,000,000 and $8,900,000, respectively. (f) On January 3, 1994, the Trust sold the following mortgage loans: (i) its wrap-around mortgage loan secured by the Tampa Plaza shopping center located in Northridge, California (the "Tampa Loan"); (ii) its wrap-around mortgage loan secured by the Wellesley Plaza office building located in Los Angeles, California (the "Wellesley Loan"); and (iii) its first mortgage loan secured by the Tackett Center mixed- use retail center located in Palm Springs, California (the "Tackett Loan"). On January 7, 1994, the Trust sold its first mortgage loan secured by the Janss Mall shopping center located in Thousand Oaks, California (the "Janss Mall Loan", and collectively, the "California Mortgage Loans"). The California Mortgage Loans at closing had an approximate aggregate outstanding balance of $39,698,000 before taking into consideration allowance for possible losses of approximately $14,567,000. The Tampa, Tackett and Janss Mall Loans were sold pursuant to a competitive offering process, pursuant to which bids for each of the Loans were solicited; the Wellesley Loan was offered in the competitive offering process, but was sold in an arms-length negotiation outside of the competitive offering process. Secured Capital Corp. of Los Angeles, California acted as the Trust's representative with respect to the offering and sale of the California Mortgage Loans. In the aggregate, the Trust received cash proceeds of $25,500,000 from the sale of the California Mortgage Loans, before deduction of costs, fees and expenses relating to such transactions, including the payment of a fee to Secured Capital Corp. (g) On January 25, 1994, the Trust restructured its mortgage loan in the original principal amount of $31,000,000 which was secured by a collateral assignment of mortgages on two properties, an office building located on Rector Street, New York City (the "Rector Property") and a shopping center located on Hylan Boulevard, Staten Island, New York (the "Hylan Center"). Pursuant to the restructuring, the Trust received a direct assignment of the first mortgage with a principal amount of $25,000,000 and accrued interest of $7,881,250 secured by the Hylan Center and retained the collateral assignment of the Rector Property mortgage, the principal amount of which was reduced to $3,000,000. The holder of the first mortgage secured by the Rector Property has agreed to grant the Trust a pledge of a senior participation interest in such mortgage. In addition, upon a foreclosure, the Trust will obtain a direct first mortgage secured by the Rector Property. The restructuring is scheduled to be completed in the third quarter of 1994; however, there can be no assurance that the restructuring will be completed. -9- 10 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 (h) This property is subject to a first mortgage in the approximate principal amount of $4,908,601 at June 30, 1994. (i) On June 30, 1994, Norgate Shops, Corp., a wholly owned subsidiary of the Trust, acquired title to the Norgate Shopping Center property. The property was subject to a first mortgage in the approximate amount of $1,463,830 which the Trust pre-paid. 4. DIVIDENDS TO SHAREHOLDERS Under the Internal Revenue Code, a REIT must meet certain qualifications including a requirement that it distribute annually to its shareholders at least 95% of its taxable income. The Trust's policy is to distribute to shareholders all taxable income. Dividends declared for the six months ended June 30, 1994 are summarized below: RECORD DATE DIVIDEND PAYMENT DATE ----------- -------- ------------ April 28, 1994 $ .08 May 17, 1994 July 28, 1994 $ .08 August 17, 1994 During 1994, the Trust will have tax write-offs on certain of the mortgages which write-offs were previously recognized for financial reporting in prior years. 5. SHARE REPURCHASES Pursuant to its share repurchase program, during January of 1994, the Trust purchased 60,500 of its shares at an average price of $3.93 per share. 6. SUBSEQUENT EVENTS (a) On July 12, 1994 Chester Plaza Shops, Inc., a wholly owned subsidiary of the Trust acquired title to the Chester Springs Shopping Center, an approximately 216,000 square foot community-type shopping center located in Chester, New Jersey. The purchase price for the property was approximately $18,150,000. (b) On July 14, 1994 the Trust and Ramco-Gershenson, Inc. agreed in principle to effectuate a business combination through an operating limited partnership. As comtemplated by the letter of intent executed by both parties, Ramco will contribute 22 shopping center properties, containing approximately 3,900,000 leasable square feet, and stock in its property mangagement corporation, while the Trust will contribute seven retail properties, containing approximately 970,000 leasable square feet, and $75,000,000 in cash, to the operating partnership. This will result in the operating partnership owning and managing shopping centers and other retail properties containing almost 5,000,000 leasable square feet. The Trust will be the sole general partner of the operating partnership and will hold between 63% and 70% of the interests in the operating partnership, and Ramco will hold between 30% and 37%. The percentage interests to be received by the parties are based upon the relationship between the agreed upon values of the assets contributed by the parties, and are subject to adjustment based on changes in funds from operations attributable to the Ramco properties. It is also contemplated that prior to consummation of the transaction, the Trust will dispose of its mortgage loan assets through prepayments, sales or a spinoff of such assets to the Trust's shareholders. -10- 11 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 The proposed business combination, which is currently anticipated to close late in the fourth quarter of 1994 or early in the first quarter of 1995, is subject to the completion of due diligence investigations by both parties and the preparation of definitive documentation, and is subject to a number of conditions, including the Trust's Board of Trustees and shareholder approval, receipt of a fairness opinion from the Trust's financial advisor, disposition of the Trust's mortgage loan assets or consummation of the spin-off transaction, and the refinancing of certain Ramco property debt on specified terms. The transaction is also subject to the condition that, based on future changes in funds from operations from the Ramco properties, Ramco's interest in the operating partnership will not be less than 30%. Upon consummation of the transaction, the Trust's headquarters will move to Southfield, Michigan and the Trust will change its name to Ramco-Gershenson Properties Trust. -11- 12 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAPITAL RESOURCES AND LIQUIDITY As of December 31, 1993 the Trust had $100,692,130 invested in mortgage loans (after deducting allowance for possible loan losses of $23,724,537), $33,740,202 invested in real properties and $37,747,388 in short-term investments. During the first quarter of 1994, the Trust sold four mortgage loans comprising the Trust's California mortgage loan portfolio and received proceeds of $25,500,000 from the sale, before deduction of costs, fees and expenses relating to such transaction. During the second quarter of 1994, the Trust through a wholly owned subsidiary acquired the Norgate Shopping Center property. Prior to the acquisition the Trust pre-paid the first mortgage loan relating to the Norgate property in the approximate amount of $1,463,830. As of June 30, 1994 the Trust had $72,026,070 invested in mortgage loans (after deducting allowance for possible loan losses of $9,157,236), $38,244,930 invested in real properties and $59,326,105 in short-term investments. RESULTS OF OPERATIONS Six months ended June 30, 1994 compared to six months ended June 30, 1993. Total revenues for the six months ended June 30, 1994 (before rental income) decreased $1,727,673 or 24.4% from that of the previous year. During the six month period of 1994 interest from mortgage loans decreased $1,789,649 or 29.1% as a result of the reduction in the Trust's mortgage loan portfolio. Other income and gain on sale of marketable securities decreased 100% or $426,837 as a result of the Trust selling its marketable securities in 1993. During the six months ended June 30, 1994 expenses (excluding interest on mortgages, property operating, real estate taxes and depreciation) decreased $1,158,355 or 36.9% compared to the same period a year ago. Interest expense on the note payable decreased $998,215 or 100% as a result of the Trust redeeming in full the note issued pursuant to the Note Issuance Agreement in 1993. During the six months of 1994 the Trust recognized rental income of $2,281,067 as compared to $1,963,723 for the same period of 1993. This resulted in an increase of $317,344 or 16.2%. During the 1994 period the Trust received rental income from 6 properties as compared to 5 during the 1993 period. During the six month period of 1994 the Trust's interest expense on mortgages payable decreased $156,273 or 41.5% due to principal paydowns. Property operating expenses, real estate taxes and depreciation expense increased 19%, 4% and 21%, respectively, over the six month period of 1994 due to the aforementioned increase in the number of properties. For the six months of 1994 the Trust recognized net income from investment in real estate of $865,364 as compared to $545,043 in the six months of 1993. Net income for the six months of 1994 as compared to the six months of 1993 decreased $248,997 or 5.5% as a result of the items discussed above. -12- 13 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 Three months ended June 30, 1994 compared to three months ended June 30, 1993. Total revenues for the three months ended June 30, 1994 (before rental income) decreased $1,151,875 or 31.9% from that of the previous year. During the second quarter of 1994 interest from mortgage loans decreased $1,172,321 or 38.2% primarily as a result of the reduction in the Trust's mortgage portfolio. Short-term interest income increased $320,383 or 132% as a result of higher balances in short-term investments. Other income decreased $299,037 or 100% as a result of the Trust selling its marketable securities in 1993. During the quarter ended June 30, 1994 expenses (excluding interest on mortgages, property operating, real estate taxes and depreciation) decreased $654,871 or 40.9% compared to the same quarter a year ago. Interest expense on the note payable decreased $499,108 or 100% as a result of the Trust redeeming in full the note issued pursuant to the Note Issuance Agreement in 1993. During the second quarter of 1994 the Trust recognized rental income of $1,140,567 as compared to $1,147,534 for the same period of 1993. During the second quarter of 1994 the Trust's interest expense on mortgages payable decreased 55% to $109,790 due to principal paydowns. Property operating expenses for the second quarter of 1994 decreased $22,758 over the second quarter of 1993. Real estate taxes also decreased $23,558 compared to the 1993 period. Depreciation expense for the 1994 period increased $11,062 over the comparable period of 1993. During the second quarter of 1994 the Trust recognized net income from investment in real estate of $433,178 as compared to $270,516 in the second quarter of 1993. Net income for the second quarter of 1994 as compared to the second quarter of 1993 decreased $334,342 or 14.7% as a result of the items discussed above. -13- 14 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 PART II - OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K A. No exhibits are filed with this report. B. No reports on Form 8-K were filed during the quarter ended June 30, 1994. -14- 15 RPS REALTY TRUST FORM 10-Q JUNE 30, 1994 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. RPS REALTY TRUST By:/s/ Joel M. Pashcow --------------------------- Joel M. Pashcow Chairman and Trustee (Principal Executive Officer) By:/s/ Herbert Liechtung --------------------------- Herbert Liechtung President and Trustee (Principal Executive Officer) By:/s/ Edwin R. Frankel ---------------------------- Edwin R. Frankel Senior Vice President and Treasurer (Chief Financial Officer) Date: August 11, 1994