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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the period ended June 30, 2002
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 0-15538
First Capital Income Properties, Ltd.--Series XI
(Exact name of registrant as specified in its charter)
Illinois 36-3364279
(State or other (I.R.S.
jurisdiction Employer Identification
of incorporation or No.)
organization)
Two North Riverside
Plaza, Suite
700, Chicago, Illinois 60606-2607
(Address of principal (Zip Code)
executive offices)
(312) 207-0020
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last
report)
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 [_]
Documents incorporated by reference:
The First Amended and Restated Certificate and Agreement of Limited Partnership
filed as Exhibit A to the Partnership's Prospectus dated September 12, 1985,
included in the Partnership's Registration Statement on Form S-11, is
incorporated herein by reference in Part I of this report.
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BALANCE SHEETS
(All dollars rounded to nearest 00s)
June 30,
2002 December 31,
(Unaudited) 2001
-----------------------------------------------------
ASSETS
Investment in commercial
rental property:
Land $ 1,879,500 $ 1,879,500
Buildings and
improvements 18,615,700 18,342,000
-----------------------------------------------------
20,495,200 20,221,500
Accumulated depreciation
and amortization (9,386,300) (9,096,000)
-----------------------------------------------------
Total investment property,
net of accumulated
depreciation and
amortization 11,108,900 11,125,500
Cash and cash equivalents 5,884,700 5,857,300
Rents receivable 298,700 307,500
-----------------------------------------------------
$17,292,300 $17,290,300
-----------------------------------------------------
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Front-End Fees Loan
payable to Affiliate $ 8,295,200 $ 8,295,200
Accounts payable and
accrued expenses 1,059,600 767,200
Due to Affiliates 45,500 3,300
Distribution payable 230,600 230,600
Security deposits 57,500 56,000
Other liabilities 189,500 197,200
-----------------------------------------------------
9,877,900 9,549,500
-----------------------------------------------------
Partners' capital
General Partner 1,415,500 1,414,200
Limited Partners (57,621
Units issued and
outstanding) 5,998,900 6,326,600
-----------------------------------------------------
7,414,400 7,740,800
-----------------------------------------------------
$17,292,300 $17,290,300
-----------------------------------------------------
STATEMENTS OF PARTNERS' CAPITAL
For the six months ended June 30, 2002 (Unaudited)
and the year ended December 31, 2001
(All dollars rounded to nearest 00s)
General Limited
Partner Partners Total
--------------------------------------------------------
Partners' capital,
January 1, 2001 $1,404,600 $6,296,200 $7,700,800
Net income for the
year ended
December 31,
2001 9,600 952,300 961,900
Distributions for the
year ended
December 31,
2001 -- (921,900) (921,900)
--------------------------------------------------------
Partners' capital
December 31,
2001 1,414,200 6,326,600 7,740,800
Net income for the
six months ended
June 30, 2002 1,300 133,300 134,600
Distributions for the
six months ended
June 30, 2002 (461,000) (461,000)
--------------------------------------------------------
Partners' capital,
June 30, 2002 $1,415,500 $5,998,900 $7,414,400
--------------------------------------------------------
4
The accompanying notes are an integral part of the financial statements.
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended June 30, 2002 and 2001
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
2002 2001
--------------------------------------------------------------
Income:
Rental $838,600 $854,300
Interest 23,900 70,200
--------------------------------------------------------------
862,500 924,500
--------------------------------------------------------------
Expenses:
Interest:
Nonaffiliates -- 8,400
Depreciation and amortization 145,000 124,900
Property operating:
Affiliates 3,100 1,600
Nonaffiliates 292,700 306,700
Real estate taxes 143,100 140,100
Insurance--Affiliate 40,000 34,300
Repairs and maintenance 124,000 115,200
General and administrative:
Affiliates 3,500 2,200
Nonaffiliates 28,500 38,900
--------------------------------------------------------------
779,900 772,300
--------------------------------------------------------------
Net income $ 82,600 $152,200
--------------------------------------------------------------
Net income allocated to General Partner $ 800 $ 1,500
--------------------------------------------------------------
Net income allocated to Limited Partners $ 81,800 $150,700
--------------------------------------------------------------
Net income allocated to Limited Partners per
Unit (57,621 Units outstanding) $ 1.42 $ 2.62
--------------------------------------------------------------
STATEMENTS OF INCOME AND EXPENSES
For the six months ended June 30, 2002 and 2001
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
2002 2001
--------------------------------------------------------------
Income:
Rental $1,709,200 $1,876,600
Interest 47,900 160,900
--------------------------------------------------------------
1,757,100 2,037,500
--------------------------------------------------------------
Expenses:
Interest:
Nonaffiliates -- 18,800
Depreciation and amortization 290,300 245,400
Property operating:
Affiliates 9,900 3,500
Nonaffiliates 665,700 691,100
Real estate taxes 285,300 280,000
Insurance--Affiliate 59,600 52,600
Repairs and maintenance 238,900 239,700
General and administrative:
Affiliates 6,000 4,000
Nonaffiliates 66,800 80,500
--------------------------------------------------------------
1,622,500 1,615,600
--------------------------------------------------------------
Net income $ 134,600 $ 421,900
--------------------------------------------------------------
Net income allocated to General Partner $ 1,300 $ 4,200
--------------------------------------------------------------
Net income allocated to Limited Partners $ 133,300 $ 417,700
--------------------------------------------------------------
Net income allocated to Limited Partners
per Unit (57,621 Units outstanding) $ 2.31 $ 7.25
--------------------------------------------------------------
STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2002 and 2001
(Unaudited)
(All dollars rounded to nearest 00s)
2002 2001
---------------------------------------------------------------
Cash flows from operating activities:
Net income $ 134,600 $ 421,900
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 290,300 245,400
Changes in assets and liabilities:
Decrease in rents receivable 8,800 373,400
Increase (decrease) in accounts
payable and accrued expenses 292,400 (63,700)
Increase in due to Affiliates 42,200 1,900
(Decrease) increase in other
liabilities (7,700) 4,400
---------------------------------------------------------------
Net cash provided by
operating activities 760,600 983,300
---------------------------------------------------------------
Cash flows from investing activities:
Payments for capital and tenant
improvements (273,700) (303,700)
---------------------------------------------------------------
Net cash (used for) investing
activities (273,700) (303,700)
---------------------------------------------------------------
Cash flows from financing activities:
Principal payments on mortgage
loans payable -- (204,100)
Distributions paid to Partners (461,000) (461,100)
Increase (decrease) in security
deposits 1,500 (1,400)
---------------------------------------------------------------
Net cash (used for) financing
activities (459,500) (666,600)
---------------------------------------------------------------
Net increase in cash and cash
equivalents 27,400 13,000
Cash and cash equivalents at the
beginning of the period 5,857,300 6,468,400
---------------------------------------------------------------
Cash and cash equivalents at the end of
the period $5,884,700 $6,481,400
---------------------------------------------------------------
Supplemental information:
Interest paid to nonaffiliates $ -- $ 18,800
---------------------------------------------------------------
5
The accompanying notes are an integral part of the financial statements.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
June 30, 2001
1. Summary of significant accounting policies:
Definition of special terms:
Capitalized terms used in this report have the same meaning as those terms have
in the Partnership's Registration Statement filed with the Securities and
Exchange Commission on Form S-11. Definitions of these terms are contained in
Article III of the First Amended and Restated Certificate and Agreement of
Limited Partnership, which is included in the Registration Statement and
incorporated herein by reference.
Accounting policies:
The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States ("GAAP"). The Partnership
utilizes the accrual method of accounting. Under this method, revenues are
recorded when earned and expenses are recorded when incurred. The Partnership
recognizes rental income, which is contingent upon tenants' achieving specified
targets only to the extent that such targets are attained.
Preparation of the Partnership's financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
The financial information included in these financial statements is unaudited;
however, in management's opinion, all adjustments (consisting of only normal,
recurring accruals) necessary for a fair presentation of the results of
operations for the periods included have been made. Results of operations for
the quarter and six months ended June 30, 2002 are not necessarily indicative
of the operating results for the year ending December 31, 2002.
The Partnership has one reportable segment as the Partnership is in the
disposition phase of its life cycle, wherein it is seeking to liquidate its
remaining operating asset. Management's focus, therefore, is to prepare its
asset for sale and find a purchaser for the remaining asset when market
conditions warrant such an action.
Commercial rental property held for investment is recorded at cost, net of any
provisions for value impairment, and depreciated (exclusive of amounts
allocated to land) on the straight-line method over its estimated useful life.
Upon classifying a commercial rental property as Held for Disposition, no
further depreciation or amortization of such property is provided for in the
financial statements. Lease acquisition fees are recorded at cost and amortized
on the straight-line method over the life of each respective lease. Repair and
maintenance costs are expensed as incurred; expenditures for improvements are
capitalized and depreciated on the straight-line method over the estimated life
of such improvements.
The Partnership evaluates its commercial rental property for impairment when
conditions exist which may indicate that it is probable that the sum of
expected future cash flows (undiscounted) from a property is less than its
carrying basis. Upon determination that an impairment has occurred, the
carrying basis in the rental property is reduced to its estimated fair value.
Management was not aware of any indicator that would result in a significant
impairment loss during the periods reported.
Loan acquisition costs are amortized over the term of the mortgage loan made in
connection with the acquisition of Partnership properties or refinancing of
Partnership loans. When a property is disposed of or a loan is refinanced, the
related loan acquisition costs and accumulated amortization are removed from
the respective accounts and any unamortized balance is expensed.
Cash equivalents are considered all highly liquid investments with a maturity
of three months or less when purchased.
Reference is made to the Partnership's Annual Report for the year ended
December 31, 2001, for a description of other accounting policies and
additional details of the Partnership's financial condition, results of
operations, changes in Partners' (deficit) capital and changes in cash balances
for the year then ended. The details provided in the notes thereto have not
changed except as a result of normal transactions in the interim or as
otherwise disclosed herein.
2. Related party transactions:
In accordance with the Partnership Agreement, Net Profits and Net Losses
(exclusive of Net Profits and Net Losses from the sale, disposition or
provision for value impairment of Partnership properties) shall be allocated 1%
to the General Partner and 99% to the Limited Partners. Net Profits from the
sale or disposition of a Partnership property are allocated: first, prior to
giving effect to any distributions of Sale or Refinancing Proceeds from the
transaction, to the General Partner and Limited Partners with negative balances
in their Capital Accounts, pro rata in proportion to such respective negative
balances, to the extent of the total of such negative balances; second, to each
Limited Partner in an amount, if any, necessary to make the positive balance in
its Capital Account equal to the Sale or Refinancing Proceeds to be distributed
to such Limited Partner with respect to the sale or disposition of such
property; third, to the General Partner in an amount, if any, necessary to make
the positive balance in its Capital Account equal to the Sale or Refinancing
Proceeds to be distributed to the General Partner with respect to the sale or
disposition of such property; and fourth, the balance, if any, 25% to the
General Partner and 75% to the Limited Partners. Net Losses from the sale,
disposition or provision for value impairment of Partnership properties are
allocated: first, after giving effect to any distributions of Sale or
Refinancing Proceeds from the transaction, to the General Partner and Limited
Partners with positive balances in their Capital Accounts, pro rata in
proportion to such respective positive balances, to the extent of the total
amount of such positive balances; and second, the balance, if any, 1% to the
General Partner and 99% to the Limited Partners. Notwithstanding anything to
the contrary, there shall be allocated to the General Partner not less than 1%
of all items of Partnership income, gain, loss, deduction and credit during the
existence of the Partnership. For the quarter and six months ended June 30,
2002 the General Partner was allocated Net Profits of $800 and $1,300,
respectively. For the quarter and six months ended June 30, 2001, the General
Partner was allocated Net Profits of $1,500 and $4,200, respectively.
6
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter and six months ended June 30, 2002 were as follows:
Paid
---------------
Six
Quarter Months Payable
--------------------------------------------------
Asset management fees $3,100 $ 9,900 None
Reimbursement of property
insurance premiums -- 19,600 40,000
Reimbursement of expenses,
at cost:
--Accounting 1,500 2,500 1,500
--Investor communications -- 1,300 4,000
$4,600 $33,300 $45,500
--------------------------------------------------
3. Front-End Fees Loan payable to Affiliate:
The Partnership borrowed $8,295,200 from an Affiliate of the General Partner,
an amount needed for the payment of securities sales commissions, Offering and
Organizational Expenses and other Front-End Fees, other than Acquisition Fees.
Repayment of the principal amount of the Front-End Fees loan is subordinated
(the "Subordination") to payment to the Limited Partners of 100% of their
Original Capital Contribution from Sale or Refinancing Proceeds (as defined in
the Partnership Agreement). In the event that the Front-End Fees loan is not
repaid, such amount will be written off to Partners' Capital.
Pursuant to a modification of this loan agreement, beginning January 1, 1996,
the Partnership elected to defer payment of interest of the Front-End Fees
Loan. During the year ended December 31, 1999, the Affiliate of the General
Partner elected to waive the Partnership's obligation for all outstanding
deferred interest on this loan and charge no interest in the future.
TRANSFER AGENT AND REGISTRAR
The Bank of New York
P.O. Box 7090
Troy, Michigan 48007-7090
(800) 447-7364
[LOGO] FIRST CAPITAL
INCOME PROPERTIES, Ltd.
Series XI
[GRAPHIC]
sponsored by FIRST CAPITAL FINANCIAL LLC
Two North Riverside Plaxa
Chicago, Illinois 60606
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the Partnership's Annual Report for the year ended
December 31, 2001 for a discussion of the Partnership's business.
Statements contained in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, which are not historical facts, may be
forward-looking statements. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these forward
statements, which speak only as of the date hereof.
One of the Partnership's objectives is to dispose of its properties when market
conditions allow for the achievement of the maximum possible sales price. The
Partnership, in addition to being in the operation of properties phase, is in
the disposition phase of its life cycle. During the disposition phase of the
Partnership's life cycle, comparisons of operating results are complicated due
to the timing and effect of property sales and dispositions. Components of the
Partnership's operating results are expected to decline as real property
interests are sold or disposed of since the Partnership no longer realizes
income and incurs expenses from such real property interests.
Operations
The table below is a recap of the Partnership's share of Marquette Mall and
Office Building ("Marquette") for the quarters and six months ended June 30,
2002 and 2001. The discussion following the table should be read in conjunction
with the financial statements and notes thereto appearing in this report.
Comparative Operating Results (a)
For the Quarters For the Six Months
Ended Ended
6/30/2002 6/30/2001 6/30/2002 6/30/2001
------------------------------------------------------
Marquette Mall and Office Building
Rental
revenues $838,600 $854,300 $1,709,200 $1,873,100
------------------------------------------------------
Property net
income $ 90,500 $123,200 $ 159,400 $ 342,000
------------------------------------------------------
Average
occupancy 80% 78% 79% 78%
------------------------------------------------------
(a)Excludes certain income and expense items which are not directly related to
individual property operating results such as interest income, interest
expense on the Partnership's Front-End Fees loan and general and
administrative expenses or are related to properties disposed of by the
Partnership prior to the periods under comparison.
Net income for the Partnership decreased by $69,600 and $287,300 for the
quarter and six months ended June 30, 2002 when compared to the quarter and six
months ended June 30, 2001, respectively. The decreases were primarily due to
the decline in operating results at Marquette. In addition the decreases were
due to a decrease in interest earned on the Partnership's short-term
investments, which was due to a decrease in the rates earned on those
investments.
The following comparative discussion includes only the operating results of
Marquette.
Rental revenues decreased by $15,700 or 1.8% and $167,400 or 8.9% for the
quarter and six months ended June 30, 2002 when compared to the quarter and six
months ended June 30, 2001, respectively. The decreases were primarily due to
the decrease in base rental income. While the occupancy at Marquette has
remained relatively stable the leases that have been signed to replace vacating
tenants have not been on as favorable terms as the previous leases. The
decrease for the six-month periods under comparison was also due to a decline
in percentage rental income.
Interest expense on the Partnership's mortgage loans decreased by $8,400 and
$18,800 for the quarter and six months ended June 30, 2002 when compared to the
quarter and six months ended June 30, 2001, respectively. The decreases were
primarily due to the 2001 repayment of the mortgage loan collateralized by
Marquette Mall.
Property operating expenses decreased by $12,500 and $19,900 for the quarter
and six months ended June 30, 2002 when compared to the quarter and six months
ended June 30, 2001, respectively. The decreases were primarily due to a
decrease in management fees, which was due to the decline in rental income. In
addition, the decrease for the six-month periods under comparison was due to a
decrease in utility expense.
All other expenses remained relatively unchanged for the quarterly and
six-month periods under comparison.
To increase and/or maintain occupancy levels at the Partnership's remaining
property, the General Partner, through its asset and property management
groups, continues to take the following actions: 1) implementation of marketing
programs, including hiring of third-party leasing agents or providing on-site
leasing personnel, advertising, direct mail campaigns and development of
property brochures; 2) early renewal of existing tenants' leases and addressing
any expansion needs these tenants may have; 3) promotion of local broker events
and networking with local brokers; 4) networking with national level retailers;
5) cold-calling other businesses and tenants in the market area and 6)
providing rental concessions or competitively pricing rental rates depending on
market conditions.
Liquidity and Capital Resources
One of the Partnership's objectives is to dispose of its property when market
conditions allow for the achievement of the maximum possible sales price. In
the interim, the Partnership continues to manage and maintain its property.
Notwithstanding the Partnership's intention relative to property sales, another
primary objective of the Partnership is to provide cash distributions to
Partners from Partnership operations. To the extent cumulative cash
distributions exceed net income, such excess distributions will be treated as a
return of capital. Cash Flow (as defined in the Partnership Agreement) is
generally not equal to net income or cash flows as determined by accounting
principles generally accepted in the United States ("GAAP"), since certain
items are treated differently under the Partnership Agreement than under GAAP.
Management believes that to facilitate a clear understanding of the
Partnership's operations, an analysis of Cash Flow (as defined in the
Partnership Agreement) should be examined in conjunction with an analysis of
net income or cash flows as determined by GAAP. The following table includes a
reconciliation of Cash Flow (as defined in the Partnership Agreement) to cash
flow provided by operating activities as determined by GAAP. Such amounts are
not indicative of
2
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--continued
actual distributions to Partners and should not be considered as an alternative
to the results disclosed in the Statements of Income and Expenses and
Statements of Cash Flow.
Comparative Cash
Flow Results For the
Six Months Ended
6/30/2002 6/30/2001
------------------------------------------------------
Cash Flow (as defined in the
Partnership Agreement) $ 424,900 $ 463,200
Items of reconciliation:
Scheduled principal payments on
mortgage loan payable -- 204,100
Decrease in current assets 8,800 373,400
Increase (decrease) in current
liabilities 326,900 (57,400)
------------------------------------------------------
Net cash provided by operating
activities $ 760,600 $ 983,300
------------------------------------------------------
Net cash (used for) investing
activities $(273,700) $(303,700)
------------------------------------------------------
Net cash (used for) financing
activities $(459,500) $(666,600)
------------------------------------------------------
Cash Flow (as defined in the Partnership Agreement) decreased by $38,300 for
the six months ended June 30, 2002 when compared to the six months ended June
30, 2001. The decrease was primarily the result of the decline in the
Partnership's operating results, exclusive of depreciation and amortization.
The decrease was partially offset by a decrease in principal payments on the
Partnership's mortgage loan obligation.
The net increase in the Partnership's cash position of $27,400 for the six
months ended June 30, 2002 was due to net cash provided by operating activities
exceeding cash distributed to Limited Partners and payments for capital and
tenant improvements. Liquid assets of the Partnership as of June 30, 2002 were
comprised of amounts held for working capital purposes.
The decrease in net cash provided by operating activities of $222,700 for the
comparable six-month periods was primarily due to the decrease in net income,
as previously discussed.
Net cash used for investing activities decreased by $30,000 for the six months
ended June 30, 2002 when compared to the six months ended June 30, 2001. The
decrease was due to a decrease in expenditures for capital and tenant
improvements.
The Partnership maintains working capital reserves to pay for capital
expenditures such as building and tenant improvements and leasing costs. During
the six months ended June 30, 2002, the Partnership spent $273,700 for capital
and tenant improvements and leasing costs and has projected to spend
approximately $300,000 during the remainder of 2002. Actual amounts expended
may vary depending on a number of factors including actual leasing activity,
results of property operations and other market conditions throughout the year.
The General Partner believes that these improvements and leasing costs are
necessary in order to increase and/or maintain occupancy levels in a very
competitive market, maximize rental rates charged to new and renewing tenants
and to prepare the remaining property for eventual disposition.
The Partnership has no financial instruments for which there are significant
risks.
Net cash used for financing activities decreased by $207,100 for the six months
ended June 30, 2002 when compared to the six months ended June 30, 2001. The
decrease was primarily due to a decrease in principal payments on the
Partnership's mortgage obligation, which was repaid in full during 2001.
Pursuant to a modification of the Partnership's Front-End Fees loan agreement,
the Affiliate of the General Partner has elected to waive the Partnership's
obligation for all deferred interest on this loan and charge no interest in the
future.
Distributions to Limited Partners for the quarter ended June 30, 2002 were
declared in the amount of $230,500 or $4.00 per Unit. Cash distributions are
made 60 days after the last day of each fiscal quarter. The amount of future
distributions to Limited Partners will ultimately be dependent upon the
performance of Marquette as well as the General Partner's determination of the
amount of cash necessary to supplement working capital reserves to meet future
liquidity requirements of the Partnership. Accordingly, there can be no
assurance as to the amounts of cash for future distributions to Limited
Partners.
Based upon the current estimated value of its assets, net of its outstanding
liabilities, together with its expected operating results and capital
expenditure requirements, the General Partner believes that the Partnership's
cumulative distributions to its Limited Partners from inception through the
termination of the Partnership will be substantially less than such Limited
Partners' Original Capital Contribution.
3
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits: 99.1: Certification Of Periodic Financial Report Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350.
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended June 30, 2002.
8
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.
FIRST CAPITAL INCOME PROPERTIES,
LTD.--SERIES XI
By: FIRST CAPITAL FINANCIAL LLC
GENERAL PARTNER
Date: August 12, 2002 /s/ DOUGLAS CROCKER II
By: ______________________________
DOUGLAS CROCKER II
President and Chief Executive
Officer
Date: August 12, 2002 /s/ PHILIP G. TINKLER
By: _______________________________
PHILIP G. TINKLER
Vice President--Finance and
Treasurer
9