UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended March 31, 1995
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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
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First Capital Income Properties, Ltd. - Series XI
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(Exact name of registrant as specified in its charter)
Illinois 36-3364279
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two North Riverside Plaza, Suite 950, Chicago, Illinois 60606-2607
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(Address of principal executive offices) (Zip Code)
(312) 207-0020
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(Registrant's telephone number, including area code)
Not applicable
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(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
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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.
BALANCE SHEETS
(All dollars rounded to nearest 00s)
March 31,
1995 December 31,
(Unaudited) 1994
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ASSETS
Investment in commercial rental properties:
Land $ 10,948,500 $ 10,948,500
Buildings and improvements 58,920,400 57,991,600
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69,868,900 68,940,100
Accumulated depreciation and amortization (16,850,200) (16,292,000)
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Total investment properties, net of accumulated
depreciation and amortization 53,018,700 52,648,100
Cash and cash equivalents 1,448,300 1,612,600
Restricted certificate of deposit and escrow
deposits 79,700 187,300
Rents receivable 457,100 571,500
Other assets (net of accumulated amortization on
loan acquisition costs of $872,900 and $855,600,
respectively) 361,300 532,100
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$55,365,100 $ 55,551,600
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LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loans payable $ 40,723,100 $ 40,369,100
Front-End Fees loan payable to Affiliate 8,295,200 8,295,200
Accounts payable and accrued expenses 1,297,100 1,470,000
Due to Affiliates 172,300 112,700
Security deposits 199,300 195,100
Other liabilities 48,500 68,200
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50,735,500 50,510,300
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Partners' (deficit) capital:
General Partner (293,000) (288,900)
Limited Partners (57,621 Units authorized, issued
and outstanding) 4,922,600 5,330,200
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4,629,600 5,041,300
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$55,365,100 $ 55,551,600
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STATEMENTS OF PARTNERS' CAPITAL
For the quarter ended March 31, 1995
and the year ended December 31, 1994
(Unaudited)
(All dollars rounded to nearest 00s)
General Limited
Partner Partners Total
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Partners' (deficit) capital,
January 1, 1994 $(183,100) $ 15,804,900 $ 15,621,800
Net (loss) for the year ended December
31, 1994 (105,800) (10,474,700) (10,580,500)
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Partners' (deficit) capital,
December 31, 1994 (288,900) 5,330,200 5,041,300
Net (loss) for the quarter ended March
31, 1995 (4,100) (407,600) (411,700)
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Partners' (deficit) capital,
March 31, 1995 $(293,000) $ 4,922,600 $ 4,629,600
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The accompanying notes are an integral part of the financial statements.
2
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended March 31, 1995 and 1994
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
1995 1994
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Income:
Rental $2,615,400 $2,847,300
Interest 13,500 8,700
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2,628,900 2,856,000
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Expenses:
Interest:
Affiliate 167,700 120,000
Nonaffiliates 927,900 881,900
Depreciation and amortization 575,500 665,900
Property operating:
Affiliates 126,700 132,100
Nonaffiliates 563,800 678,600
Real estate taxes 283,600 379,300
Insurance--Affiliate 36,900 30,400
Repairs and maintenance 302,400 388,300
General and administrative:
Affiliates 20,100 25,400
Nonaffiliates 36,000 40,900
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3,040,600 3,342,800
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Net (loss) $ (411,700) $ (486,800)
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Net (loss) allocated to General Partner $ (4,100) $ (4,900)
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Net (loss) allocated to Limited Partners $ (407,600) $ (481,900)
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Net (loss) allocated to Limited Partners per Unit
(57,621 Units authorized, issued and outstanding) $ (7.07) $ (8.36)
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STATEMENTS OF CASH FLOWS
For the quarters ended March 31, 1995 and 1994
(Unaudited)
(All dollars rounded to nearest 00s)
1995 1994
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Cash flows from operating activities:
Net (loss) $ (411,700) $ (486,800)
Adjustments to reconcile net (loss) to net cash
provided by operating activities:
Depreciation and amortization 575,500 665,900
Changes in assets and liabilities:
Decrease in rents receivable 114,400 1,100
Decrease in other assets 163,400 181,100
(Decrease) in accounts payable and accrued expenses (172,900) (66,300)
Increase (decrease) in due to Affiliates 59,600 (66,000)
(Decrease) in other liabilities (19,700) (40,400)
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Net cash provided by operating activities 308,600 188,600
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Cash flows from investing activities:
Payments for capital and tenant improvements (928,800) (228,100)
Decrease in restricted certificate of deposit and
escrow deposit 107,600
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Net cash (used for) investing activities (821,200) (228,100)
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Cash flows from financing activities:
Proceeds of mortgage loan payable 800,000
Principal payments on mortgage loans payable (446,000) (135,500)
Payment of loan extension fees (9,900)
Increase in security deposits 4,200 12,700
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Net cash provided by (used for) financing activities 348,300 (122,800)
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Net (decrease) in cash and cash equivalents (164,300) (162,300)
Cash and cash equivalents at the beginning of the period 1,612,600 1,452,100
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Cash and cash equivalents at the end of the period $1,448,300 $1,289,800
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Supplemental information:
Interest paid during the period $1,077,500 $1,099,700
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The accompanying notes are an integral part of the financial statements.
3
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 1995
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 on Form S-11, filed with the
Securities and Exchange Commission. Definitions of these terms are contained in
Article III of the First Amended and Restated Certificate and Agreement of
Limited Partnership, which is incorporated herein by reference.
ACCOUNTING POLICIES:
The financial statements have been prepared in accordance with generally
accepted accounting principles. Under this method of accounting, revenues are
recorded when earned and expenses are recorded when incurred.
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 ended March 31, 1995, are not necessarily indicative of the
operating results for the year ending December 31, 1995.
Certain reclassifications have been made to the previously reported 1994
statements in order to provide comparability with the 1995 statements. These
reclassifications have no effect on income or Partners' capital.
The financial statements include the Partnership's 50% interest in three joint
ventures with Affiliated partnerships. Two of these joint ventures acquired a
100% interest in real property and one acquired a preferred majority interest
in real property. In addition, the financial statements include the
Partnership's 50% interest in three joint ventures with Affiliated partnerships
in which one joint venture owned a 100% interest in a real property prior to
its sale on June 29, 1994 and two joint ventures which each owned a preferred
majority interest in real property prior to the sales of these properties on
June 29, 1994 and December 29, 1994, respectively. These joint ventures are, or
were, operated under the control of the General Partner. Accordingly, the
Partnership's pro rata share of the ventures' revenues, expenses, assets,
liabilities and capital is included in the financial statements.
The financial statements also include the Partnership's 70% undivided interest
in a joint venture with an unaffiliated third party. The joint venture owns a
100% interest in the Burlington Office Center I, II and III ("Burlington").
This joint venture is operated under the control of the General Partner. The
Partnership has included 100% of the venture's revenues, expenses, assets,
liabilities and capital in the financial statements. In accordance with the
partnership agreement, cash flow from operations is allocated first, in the
amount necessary to provide the Partnership with a cumulative non-compounded
return on its capital balance of the joint venture equal to 8.75% per annum,
increasing 0.25% each year, up to 11% per annum (the return for 1995 is 10.5%);
second, to the venture partner in the amount necessary to provide a
noncumulative non-compounded return on its capital balance of the joint venture
equal to the percentage return allocable to the Partnership for that year and
third, the remaining balance, if any, is allocated 70% to the Partnership and
30% to the venture partner. For the quarter ended March 31, 1995, 100% of Cash
Flow was allocated to the Partnership. Net operating profits are allocated
first, to the Partnership until the cumulative amount allocated equals the
cumulative distributions of the joint venture; second, to the venture partner
until the cumulative amount allocated equals his cumulative distributions of
the joint venture, and the balance, if any, 70% to the Partnership and 30% to
the venture partner. For the quarter ended March 31, 1995, the Partnership was
allocated 100% of net operating profits.
Cash equivalents are considered all highly liquid investments purchased with a
maturity of three months or less.
Reference is made to the Partnership's annual report for the year ended
December 31, 1994, for a description of other accounting policies and
additional details of the Partnership's financial condition, results of
operations, changes in Partners' 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.
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 or disposition of a
Partnership property) shall be allocated 1% to the General Partner and 99% to
the Limited Partners. For the quarter ended March 31, 1995, the General Partner
was allocated a Net Loss from operations of approximately $4,100.
Fees and reimbursements paid and payable by the Partnership to Affiliates
during the quarter ended March 31, 1995 were as follows:
Paid Payable
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Interest expense on Front-End Fees loan
(Note 3) $157,700 $ 58,100
Property management and leasing fees 114,000 73,900
Reimbursement of property insurance premiums, at cost None 36,900
Reimbursement of expenses, at cost:
(1) Accounting 5,900 2,600
(2) Investor communication 2,100 800
(3) Legal 12,100 None
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$291,800 $172,300
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ANTEC, in the business of designing, engineering, manufacturing and
distributing cable television products, which is 53% owned by Itel Corporation,
an Affiliate of the General Partner, is obligated to the Partnership under a
lease of office space at Prentice Plaza. During the quarter ended March 31,
1995 ANTEC paid approximately $115,000 in rent. The Partnership has a 50% joint
venture interest in these rents.
3. FRONT-END FEES LOAN PAYABLE TO AFFILIATE:
The Partnership originally borrowed 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 to
repayment to the Unit Holders of 100% of their Original Capital Contribution
from Sale or Refinancing Proceeds (as defined in the Partnership Agreement).
Interest on the outstanding balance of this loan is due and payable monthly at
a rate no greater than the cost of funds obtained by the Affiliate from
unaffiliated lenders.
As of March 31, 1995, the Partnership had drawn approximately $8,295,200 under
the Front-End Fees loan agreement. The interest rate paid on the Front-End Fees
loan is subject to change in accordance with the loan agreement. The weighted
average interest rate for the quarter ended March 31, 1995 was approximately
8.08%. As of March 31, 1995, the interest rate was 8.125%.
Pursuant to a modification of this loan agreement, the Partnership has the
option to defer payment of interest on this loan, for a 48-month period
beginning January 1, 1993. In addition, any interest payments paid by the
Partnership from January 1, 1993 through December 31, 1996 may be borrowed from
the Affiliate of the General Partner. All deferred and subsequently borrowed
amounts (including accrued interest thereon) shall be due and payable on
January 1, 1997, and shall not be subordinated to repayment to the Unit Holders
as discussed above. As of March 31, 1995, the Partnership has not exercised its
option to defer the payment of interest on this loan.
4. RESTRICTED ESCROW DEPOSIT:
Restricted escrow deposit at March 31, 1995 represented an amount being held by
the mortgage holder of the Regency Park Shopping Center in a non-interest
bearing escrow account. This amount is refundable to the Partnership upon this
property meeting certain operating requirements as stipulated by the mortgage
note.
4
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, 1994, for a discussion of the Partnership's business.
OPERATIONS
The Statements of Cash Flows presented in the financial statements represent a
reconciliation of the changes in cash balances. Cash Flow, as defined in the
Partnership Agreement, is generally not equal to Partnership net income or cash
flows as determined under generally accepted accounting principles, since
certain items are treated differently under the Partnership Agreement than
under generally accepted accounting principles. Management believes that in
order to facilitate a clear understanding of the Partnership's operations, an
analysis of Cash Flow should be examined in conjunction with an analysis of net
income or cash flows, as defined by generally accepted accounting principles.
The amount of Cash Flow and the return on Capital Investment are not indicative
of actual distributions and actual returns on Capital Investment.
Comparative Cash Flow
Results For the
Quarters Ended March
31,
1995 1994
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Amount of Cash Flow (as defined in the Partnership
Agreement) $ 17,200 $ 43,600
Capital Investment $57,621,000 $57,621,000
Annualized return on Capital Investment (Annualized
Cash Flow / Capital Investment) 0.12% 0.30%
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Comparisons of Cash Flow and operating results between the periods under
comparison are complicated by the sale of the Partnership's 50% interest in
Park Central I, II and III ("Park Central") in June 1994 and the two separate
sales of the three remaining office buildings situated at Sentry Park East
Office Campus ("Sentry East") in April 1994 and December 1994, respectively.
Cash Flow and operating results are generally expected to decline as real
property interests are sold since the Partnership no longer receives the
operating results generated from such real property interests. Accordingly,
rental income, property operating expenses, repairs and maintenance expenses,
interest expense, real estate taxes and insurance are expected to decline as
well, but will continue to comprise the significant components of operating
results until the final property is sold. Cash Flow results for Park Central
and Sentry East for the quarter ended March, 31, 1994 were approximately
$34,000 and $800 respectively.
After deducting the operating results of the sold properties for the quarter
ended March 31, 1994, Cash Flow increased approximately $8,400 from the quarter
ended March 31, 1994 to the quarter ended March 31, 1995. The increase was
primarily due to increased operating results at Prentice Plaza, Regency Park
Shopping Center ("Regency Park") and Sentry Park West Office Campus ("Sentry
West") of approximately $48,800, $27,000 and $21,600, respectively, as well as
a decrease in general and administrative expenses of approximately $10,200
primarily as a result of decreases in professional fees, printing and mailing
expenses and Indiana state and county taxes. Partially offsetting the increase
in Cash Flow was decreased operating results at Marquette Mall and Office
Building ("Marquette") and Burlington Office Center I, II and III
("Burlington") of approximately $43,100 and $26,800, respectively, as well as
higher financing costs on the Partnership's Front-End Fees loan of
approximately $47,700 due to an increase in the variable lending rate.
Rental revenues at Prentice Plaza for the quarters ended March 31, 1995 and
1994 were approximately $306,400 and $272,100, respectively. The increase in
1995 rental revenues was primarily due to an increase in the average quarterly
occupancy rate from 92% in 1994 to 97% in 1995. Also contributing to the
increase in the operating results for this property were decreases in both
repair and maintenance expenses and real estate tax expense of approximately
$9,900 each.
Rental revenues at Regency Park for the quarters ended March 31, 1995 and 1994
were approximately $296,200 and $264,300, respectively. The increase in 1995
rental revenues was primarily due to an increase in the average quarterly
occupancy rate from 78% in 1994 to 88% in 1995.
Rental revenues at Sentry West for the quarters ended March 31, 1995 and 1994
were approximately $319,100 and $261,500, respectively. The increase in 1995
rental revenues was primarily due to an increase in the average quarterly
occupancy rate from 65% in 1994 to 85% in 1995. In addition, contributing to
the increase in operating results was a decrease in repair and maintenance
expenses of approximately $9,200. Partially offsetting the increase in rental
revenues and the decrease in repairs and maintenance was an increase in
interest expense of approximately $37,700 on the mortgage loan collateralized
by this property due to an increase in the variable lending rate.
Rental revenues at Marquette for the quarters ended March 31, 1995 and 1994
were approximately $934,700 and $992,000, respectively. Although the average
quarterly occupancy rate increased slightly from 81% in 1994 to 82% in 1995,
rental revenues decreased primarily as a result of certain 1994 tenant expense
reimbursements received in 1995 being lower than had been previously estimated.
Also impacting the decrease in operating results for Marquette was an increase
in mortgage interest expense of approximately $70,200 due to both an increase
in the variable lending rate as well as an $800,000 increase in the principal
balance of the junior mortgage loan. Partially offsetting the decreases in
operating results for this property were decreases of approximately: 1) $38,600
in real estate tax expense; 2) $30,200 in property operating expenses,
primarily due to lower utility costs and 3) $15,500 in repair and maintenance
expenses.
Rental revenues at Burlington for the quarters ended March 31, 1995 and 1994
were approximately $757,400 and $805,500, respectively. Rental revenues
decreased as a result of tenant expense reimbursements being lower in 1995 than
had been previously estimated in 1994 as well as a decrease in the average
quarterly occupancy rate from 84% in 1994 to 81% in 1995. Partially offsetting
the decrease in operating results at Burlington was a decrease of approximately
$11,400 in real estate tax expense.
To increase occupancy levels at the Partnership's properties, the General
Partner, through its Affiliated asset and property management groups, continues
to take the necessary actions deemed appropriate for the properties discussed
above. Some of these actions include: 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 building
brochures; 2) early renewal of existing tenants 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
The decrease in the Partnership's cash position as of March 31, 1995 when
compared to December 31, 1994 was primarily the result of payments for capital
and tenant improvements and principal payments on mortgage loans payable
exceeding the proceeds received on the junior mortgage loan collateralized by
Marquette, the net cash provided by operating activities as well as the
releases of the restricted certificate of deposit at Regency Park and the
escrow deposit at Marquette. The liquid assets of the Partnership as of March
31, 1995, are comprised of amounts held for working capital purposes.
Net cash provided by operating activities continues to be the Partnership's
primary source of funds. Net cash provided by operating activities increased
from approximately $188,600 for the quarter ended March 31, 1994 to
approximately $308,600 for the quarter ended March 31, 1995. This increase was
primarily due to the timing of the receipt of rental revenues and the payment
of certain Partnership expenses.
Net cash used for investing activities changed from approximately $228,100 for
the quarter ended March 31, 1994 to approximately $821,200 for the quarter
ended March 31, 1995. This change was primarily due to an increase in cash used
for capital and tenant improvements partially offset by the releases of the
restricted certificate of deposit at Regency Park and the escrow deposit at
Marquette.
The Partnership maintains working capital reserves to pay for capital
expenditures such as building and tenant improvements. During the quarter ended
March 31, 1995, the Partnership spent approximately $928,800 for building and
tenant improvements. Of this amount, $600,000 relates to the refurbishment and
modernizing of one of the major department stores at Marquette which was funded
by proceeds received on the junior mortgage loan collateralized by Marquette.
In addition, the Partnership anticipates spending approximately $750,000 during
the remainder of 1995. Included in this remaining amount are building and
tenant improvements for: 1) Sentry West of approximately $250,000; 2) Marquette
of approximately $175,000; 3) Burlington of approximately $150,000; 4) Regency
Park of approximately $100,000 and 5) Prentice Plaza of approximately $75,000.
The General Partner believes these improvements will be necessary to improve
and/or maintain occupancy levels at these properties.
On June 24, 1994, the joint venture which owns Regency Park, in which the
Partnership has a 50% interest, invested $150,000 in a restricted certificate
of deposit which collateralized a letter of credit for a construction allowance
to a major new tenant which occupies 40,150 leasable square feet at Regency
Park. This amount, of which the Partnership's share was $75,000, was reimbursed
to the new tenant during the quarter ended March 31, 1995 as compliance with
the lease section pertaining to this construction allowance was completed. As
of April 1, 1995, this letter of credit has expired.
Restricted escrow deposits at December 31, 1994 included approximately $32,600,
which represented an amount being held by the lender of the junior mortgage
loan collateralized by Marquette. The amount in escrow was being funded to the
Partnership for certain tenant improvements at Marquette provided that the
Partnership matched these funds dollar for dollar. This escrow was released to
the Partnership in February 1995.
Net cash (used for) provided by financing activities changed from approximately
($122,800) for the quarter ended March 31, 1994 to approximately $348,300 for
the quarter ended March 31, 1995. This change was primarily due to the $800,000
in proceeds received on the junior mortgage loan collateralized by Marquette
partially offset by an increase in principal payments made on mortgage loans
payable.
In 1993 the joint venture which owns Sentry West, in which the Partnership has
a 50% interest, entered into a letter agreement whereby the joint venture which
owns Sentry West obtained consent from the lender to terminate the lease
agreement with a tenant at Sentry West in order that this tenant may purchase
and occupy one of the five buildings at Sentry East. Pursuant to this
agreement, the joint venture was obligated to pay the lender 50% of the excess
net sale proceeds over $1,300,000 from the sales of the remaining four
buildings at Sentry East for principal paydowns. On December 29, 1994 the
remaining two buildings at Sentry East were sold and the joint venture paid the
lender approximately $598,700, of which the Partnership's share was
approximately $299,300, in January 1995 from the net proceeds received from the
sales of these two buildings.
The mortgage loans collateralized by Prentice Plaza and Regency Park are both
scheduled to mature on January 1, 1996. The General Partner is currently
attempting to refinance these properties in order to satisfy the total
principal balances expected to be outstanding at the time of maturity of
approximately $12,042,100. The General Partner believes that refinancing the
mortgage loans should be feasible. However, in light of the current real estate
lending environment, there can be no assurance that such refinancings will be
accomplished.
Because of the anticipated capital expenditures in 1995, the maturity of the
mortgage loans collateralizing Regency Park and Prentice Plaza in January 1996
and the cash requirements during the next several years, the Partnership will
continue to supplement working capital reserves with any Cash Flow earned by
the Partnership. Accordingly, no distributions of Cash Flow will be made until
these needs are met. The General Partner continues to review various other cash
sources available to the Partnership, which include the possible refinancing or
sale of certain other real property interests and potential borrowings from
Affiliates. However, no assurance can be given as to the timing or successful
completion of any further transactions. The General Partner currently believes
that the working capital reserves, Cash Flow to be earned, additional proceeds
to be received from any sales or dispositions of properties or any mortgage
loan modifications or extensions, as well as the option to defer payment of
interest on the Front-End Fees loan (see Note 3 in Notes to Financial
Statements), are sufficient to cover the planned expenditures for 1995 and any
other cash or liquidity requirements that can be reasonably foreseen.
5
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
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(a) Exhibits: Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended
March 31, 1995.
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 CORPORATION
GENERAL PARTNER
ERR By: /s/ DOUGLAS CROCKER II
---------------------------------------
DOUGLAS CROCKER II
President and Chief Executive Officer
By: /s/ NORMAN M. FIELD
ERR ---------------------------------------
NORMAN M. FIELD
Vice President - Finance and Treasurer