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 Period Ended March 31, 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 33-89506
BERTHEL GROWTH & INCOME TRUST I
(Exact name of Registrant as specified in its charter)
DELAWARE 52-1915821
---------- -------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 Tama Street, Marion, Iowa 52302
-----------------------------------
(Address of principal executive offices) (Zip Code)
(319) 447-5700
--------------
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
--- ----
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Shares of Beneficial Interest - 10,541 shares as of April 8, 2002
BERTHEL GROWTH & INCOME TRUST I
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (unaudited)
Consolidated Statements of Assets and Liabilities -
March 31, 2002 and December 31, 2001 3
Consolidated Statements of Operations -
three months ended March 31, 2002 and March 31, 2001 4
Consolidated Statements of Changes in Net Assets -
three months ended March 31, 2002 and March 31, 2001 5
Consolidated Statements of Cash Flows -
three months ended March 31, 2002 and March 31, 2001 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
SIGNATURES 14
2
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)
<Table>
<Caption>
March 31, 2002 December 31, 2001
---------------- -----------------
ASSETS
Loans and investments (Note B) $ 9,471,700 $ 9,483,692
Cash and cash equivalents 1,263,582 1,631,387
Interest and dividends receivable 119,144 122,653
Deferred financing costs 228,316 239,426
Other receivables -0- 1,631
Other assets 10,781 -0-
---------------- ----------------
TOTAL ASSETS 11,093,523 11,478,789
---------------- ----------------
LIABILITIES
Accrued interest payable 67,928 267,328
Accounts payable and other accrued expenses 24,396 52,456
Due to affiliate 6,800 3,200
Deferred income 19,508 21,536
Distributions payable to shareholders 3,346,471 3,138,539
Debentures (Note C) 9,500,000 9,500,000
---------------- ----------------
TOTAL LIABILITIES 12,965,103 12,983,059
---------------- ----------------
COMMITMENTS AND CONTINGENCIES
NET LIABILITIES (equivalent to ($177.55) per share
at March 31, 2002 and ($142.71) per share
at December 31, 2001) $ (1,871,580) $ (1,504,270)
================ ================
Net liabilities consist of:
Shares of beneficial interest (25,000 shares
authorized; 10,541 shares issued
and outstanding) $ 3,200,337 $ 3,492,983
Accumulated net realized losses (2,416,372) (2,416,372)
Accumulated net unrealized losses (2,655,545) (2,580,881)
---------------- ----------------
$ (1,871,580) $ (1,504,270)
================ ================
</Table>
See notes to consolidated financial statements.
3
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<Table>
<Caption>
Three Months Ended
March 31, 2002 March 31, 2001
------------------ ------------------
REVENUES:
Interest income $ 137,019 $ 230,777
Dividend income 103,190 34,667
Application, closing, and other fees 2,028 2,777
------------------ ------------------
Total revenues 242,237 268,221
------------------ ------------------
EXPENSES:
Management fees 69,416 82,452
Administrative services 9,600 9,600
Trustee fees 8,000 8,000
Professional fees 25,422 18,180
Interest expense 197,210 201,418
Other general and administrative expenses 17,303 17,141
------------------ ------------------
Total expenses 326,951 336,791
------------------ ------------------
Net investment loss (84,714) (68,570)
Unrealized gain (loss) on investments (74,664) 176,662
------------------ ------------------
Net increase (decrease) in net assets $ (159,378) $ 108,092
================== ==================
Per beneficial share amounts:
Net increase (decrease) in net assets $ (15.12) $ 10.25
================== ==================
Weighted average shares 10,541 10,541
================== ==================
</Table>
See notes to consolidated financial statements.
4
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (LIABILITIES)
(UNAUDITED)
<Table>
<Caption>
Three Months Ended Three Months Ended
March 31, 2002 March 31, 2001
-------------- --------------
Shares of Shares of
Beneficial Beneficial
Interest Amount Interest Amount
-------- ------------- -------- ------------
Net investment loss --- $ (84,714) --- $ (68,570)
Unrealized gain (loss) on investments --- (74,664) --- 176,662
Distributions payable to shareholders --- (207,932) --- (207,932)
Net assets (liabilities) at
beginning of period 10,541 (1,504,270) 10,541 1,465,862
-------- ------------- -------- ------------
Net assets (liabilities) at end of period 10,541 $ (1,871,580) 10,541 $ 1,366,022
======== ============= ======== ============
</Table>
See notes to consolidated financial statements.
5
BERTHEL GROWTH & INCOME TRUST I
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<Table>
<Caption>
Three Months Ended
March 31, 2002 March 31, 2001
-------------- --------------
OPERATING ACTIVITIES:
Net increase (decrease) in net assets $ (159,378) $ 108,092
Adjustments to reconcile net increase in net assets
to net cash flows from operating activities:
Amortization 11,110 11,134
Accretion of discount on debt securities (10,399) (22,163)
Unrealized loss (gain) on investments 74,664 (176,662)
Provision for possible losses -0- 922
Changes in operating assets and liabilities
Loans and investments (52,273) (200,000)
Interest and dividends receivable 3,509 42,947
Deferred financing costs -0- 1,082
Other receivables 1,631 1,990
Other assets (10,781) -0-
Accrued interest payable (199,400) (195,984)
Accounts payable and other accrued expenses (28,060) 11,647
Due to affiliate 3,600 (10,719)
Deferred income (2,028) (2,028)
--------------- ----------------
Net cash flows from operating activities (367,805) (429,742)
--------------- ----------------
NET DECREASE IN CASH (367,805) (429,742)
CASH AT BEGINNING OF PERIOD 1,631,387 684,244
--------------- ----------------
CASH AT END OF PERIOD $ 1,263,582 $ 254,502
=============== ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 396,610 $ 397,402
Noncash financing activities:
Distributions payable to shareholders 207,932 207,932
</Table>
See notes to consolidated financial statements.
6
BERTHEL GROWTH & INCOME TRUST I
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all information
and footnotes required by generally accepted accounting principles for complete
financial statements and should be read in conjunction with the Trust's Form
10-K filed with the Securities and Exchange Commission for the year ended
December 31, 2001. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair representation have
been included. Operating results for the three months ended March 31, 2002 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2002.
The preparation of the Trust's financial statements in conformity with
accounting principles generally accepted in the United States of America
necessarily 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 financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Deferred financing costs consist of a 1% Small Business Administration ("SBA")
commitment fee, which is amortized over the commitment period using the
straight-line method, and a 2.5% SBA leverage and underwriting fee, which is
amortized over the life of the loan using the straight-line method. The
straight-line method approximates the interest method and the relating
amortization is reported as amortization expense.
Berthel SBIC, LLC ("SBIC"), a wholly owned subsidiary of the Trust, is in
violation of the maximum capital impairment percentage permitted by the SBA. The
SBIC received notice of default from the SBA advising that the SBIC must cure
its default on the outstanding debentures. The remedies available to the SBA, in
the event that the default is not cured, include prohibiting the SBIC from
making any additional investments other than investments under existing legally
binding commitments, prohibiting distributions to investors, reviewing and
redetermining management expenses, and declaring the SBA debentures immediately
due and payable. The assets and liabilities of the SBIC as of March 31, 2002 are
$10,757,829 and $9,598,433, respectively. The actions taken by the SBA may
impact the SBIC's ability to continue as a going concern. In its efforts to
address these capital impairment issues, the Trust is attempting to raise
capital through various institutional investors. The SBA has been supportive
thus far with management in its capital-raising efforts and has given
consideration of a reorganization of the SBIC if certain conditions are met,
primarily the raising of $10,000,000 in new capital. No assurance can be given
that management's capital-raising efforts will be successful.
7
NOTE B -LOANS AND INVESTMENTS
<Table>
<Caption>
MARCH 31, 2002 DECEMBER 31, 2001
---------------------- ---------------------
COST VALUATION COST VALUATION
-------- ---------- -------- ----------
COMMUNICATIONS AND SOFTWARE:
MCLEODUSA, INC.
38,877 shares of common stock $610,000 $ --- $610,000 $ ---
OBJECT SPACE, INC.
108,108 shares of Series B convertible preferred stock 404,800 --- 404,800 ---
EDMIN.COM, INC.
200,000 shares of 9%, Series A cumulative convertible preferred stock and
warrants to purchase 20,000 shares of common stock at $4.00 per share 728,000 1,295,000 728,000 1,295,000
CHEQUEMATE INTERNATIONAL, INC.
1,903,734 shares of common stock --- 197,988 --- 411,206
CADAPULT GRAPHIC SYSTEMS, INC.
100,000 shares of 11.5%, Series A convertible preferred stock, options to
purchase 20,000 shares of common stock at $2.00 to 3.13 per share, and
warrants to
purchase 323,000 shares of common stock at $3.75 to $4.50 per share 930,000 930,000 930,000 930,000
52,273 shares of common stock 52,273 48,788 --- ---
---------- ----------
TOTAL COMMUNICATIONS AND SOFTWARE (26.1% and 27.8% of total loans and
investments as of March 31, 2002 and December 31,2001, respectively) 2,471,776 2,636,206
---------- ----------
HEALTHCARE PRODUCTS AND SERVICES:
PHYSICIANS TOTAL CARE, INC.
10% promissory note due September, 2004 and warrants to purchase
350,000 shares of common stock for at $.035-5.00 per share 807,795 --- 807,795 ---
700 shares of common stock 4,000 --- 4,000 ---
Options to purchase 5,000 shares of common stock at $4.00 per share --- --- --- ---
INTER-MED, INC.
1,743.248 shares of common stock 650,000 650,000 650,000 650,000
12% promissory note due July, 2005-June, 2006 184,531 184,531 183,416 183,416
Warrants to purchase 748.0551 shares of common stock at $.01 per share 22,271 22,271 22,271 22,271
</Table>
8
<Table>
<Caption>
MARCH 31, 2002 DECEMBER 31, 2001
---------------------- ---------------------
COST VALUATION COST VALUATION
-------- ---------- -------- ----------
FUTUREMED INTERVENTIONAL, INC.
13.5% promissory note due February, 2005 940,127 940,127 934,995 934,995
Warrants to purchase 884,617 shares of common stock at $.01 per share 102,640 765,306 102,640 765,306
---------- ----------
TOTAL HEALTHCARE PRODUCTS AND SERVICES (27.1% and 27.0% of total loans and
investments as of March 31, 2002 and December 31,2001, respectively) 2,562,235 2,555,988
---------- ----------
MANUFACTURING:
CHILDS & ALBERT
12.5% promissory note due October, 2005 749,558 749,558 745,955 745,955
Warrants to purchase 833.334 shares of common stock at $10 per share 72,065 72,065 72,065 72,065
EASY SYSTEMS, INC.
11% subordinated debenture due March, 2004 and warrants to purchase
291,393 shares of stock at $2.10 per share --- --- 777,422 100,000
142,857 shares of Series B preferred stock and warrants to purchase
240,000 shares of common stock at $2.10 per share --- --- 300,000 ---
435,590 shares of common stock 1,077,422 100,000 --- ---
HICKLIN ENGINEERING, L.C.
10% subordinated note due June, 2003 400,000 400,000 400,000 400,000
Warrant for 6,857 membership interests at $.01 per share --- --- --- ---
12% subordinated note due January, 2001 through December, 2004 13,800 13,800 13,800 13,800
THE SCHEBLER COMPANY
13% promissory note due March, 2005 160,092 160,092 159,544 159,544
Warrants to purchase 1.66% of common stock at $.01 per share 11,504 11,504 11,504 11,504
166,666 shares of 10% convertible cumulative preferred stock 166,667 166,667 166,667 166,667
166,666 shares of common stock 166,667 166,667 166,667 166,667
---------- ----------
TOTAL MANUFACTURING (19.4% and 19.4% of total loans and investments
as of March 31, 2002 and December 31, 2001, respectively) 1,840,353 1,836,202
---------- ----------
OTHER SERVICE INDUSTRIES:
VOICEFLASH NETWORKS, INC.
500,000 shares of 12% cumulative convertible preferred stock 820,083 221,571 820,083 134,246
Warrants to purchase 306,236 shares of common stock at $.01 per share 179,917 135,765 179,917 81,050
Options to purchase 32,500 shares of common stock at $.61 per share --- --- --- ---
</Table>
9
<Table>
<Caption>
MARCH 31, 2002 DECEMBER 31, 2001
---------------------- ---------------------
COST VALUATION COST VALUATION
-------- ---------- -------- ----------
INTERNATIONAL PACIFIC SEAFOODS, INC.
12% subordinated note due June 2003 through June 2005 and warrants
to purchase 1,501 shares of common stock for $.76 per share 1,000,000 1,000,000 1,000,000 1,000,000
KINSETH HOSPITALITY COMPANY, INC.
14% note due May, 2003 250,000 250,000 250,000 250,000
PICKERMAN'S DEVELOPMENT COMPANY
12% promissory notes due April, 2005 through March, 2006 547,663 --- 547,663 ---
12% promissory note due on demand 12,520 --- 12,520 ---
Warrants to purchase 2,406,250 shares of common stock at $0.01 per share 72,849 --- 72,849 ---
SERVECORE BUSINESS SOLUTIONS, INC.
3,663 shares of common stock 990,000 990,000 990,000 990,000
---------- ----------
TOTAL OTHER SERVICE INDUSTRIES (27.4% and 25.8% of total loans and investments
as of March 31, 2002 and December 31, 2001, respectively) 2,597,336 2,455,296
---------- ----------
TOTAL LOANS AND INVESTMENTS $9,471,700 $9,483,692
========== ==========
</Table>
10
NOTE C - DEBENTURES
The Trust has debentures payable to the SBA totalling $9,500,000 as of March 31,
2002 (See Note A). The debentures require the semiannual payment of interest at
annual interest rates ranging from 6.353% to 7.64%. In addition to interest
payments, the Trust is required to pay an annual 1% SBA loan fee on the
outstanding debentures balance. The debentures contain certain pre-payment
penalties and are subject to all of the regulations promulgated under the Small
Business Investment Act of 1958, as amended. Debentures totalling $1,000,000,
$6,575,000, $725,000, and $1,200,000 are to be paid in full on September, 2009,
March, 2010, September, 2010, and March, 2011, respectively.
As of March 31, 2002, the SBIC has unused leverage commitments totalling
$500,000 and will be required to pay a 2.5% leverage and underwriting fee
totalling $12,500 that will be deducted pro rata as proceeds are drawn. However,
this is not available to draw upon at this time due to the capital impairment
ratios of the SBIC. Each issuance of debentures is conditioned upon the SBIC's
credit worthiness and compliance with specified regulations, as determined by
the SBA. The SBA commitment expires September 30, 2004.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS RESULTS OF OPERATIONS
Net investment income (loss) reflects the Trust's revenues and expenses
excluding realized and unrealized gains and losses on portfolio investments.
Interest income consists of the following:
Three Months Ending March 31
2002 2001
---- ----
Portfolio investments $ 129,385 $ 225,452
Money market 7,634 5,325
----------- -----------
Interest income $ 137,019 $ 230,777
=========== ===========
Dividend income $ 103,190 $ 34,667
=========== ===========
Changes in interest and dividends earned on portfolio investments reflect the
level of investment in interest and dividend earning securities. The decrease is
primarily due to a partial Kinseth payoff during 2001 and various portfolio
companies on non-accrual status. Money market interest reflects cash resources
that are invested in highly liquid money market savings funds. The increase in
dividend income is primarily due to Cadapult, which paid dividends from the
first and second quarters of 2001 in the form of common stock, and also paid
their regular quarterly dividend.
Management fees, calculated as 2.5% of the combined temporary investment in
money market securities and loans and investments balances, were $69,416 for the
first quarter of 2002 and $82,452 the same period a year ago. The decrease in
management fees is due to a decreased portfolio of loans and investments.
Interest expense is on debentures payable to the SBA through its wholly owned
subsidiary, Berthel SBIC, LLC. The Trust has issued debentures totalling
$9,500,000. The debentures require the semiannual payment of interest at annual
interest rates ranging from 6.353% to 7.64%. In addition to interest payments,
the Trust is required to pay an annual 1% SBA loan fee on the outstanding
debentures balance. The debentures contain certain pre-payment penalties and are
subject to all of the regulations promulgated under the Small Business
Investment Act of 1958, as amended. Prepayment penalties are not applicable
within five years of maturity. The SBIC is in violation of
11
the maximum capital impairment percentage permitted by the SBA, as described in
Note A to the financial statements and in the Liquidity and Capital Resources
section below. Debentures totalling $1,000,000, $6,575,000, $725,000, and
$1,200,000 are to be paid in full on September, 2009, March, 2010, September,
2010, and March, 2011, respectively.
Professional fees include legal and accounting expenses, with the increase from
2001 to 2002 due to an increase in legal fees relating to the possibility of
restructuring the Trust resulting from the SBIC being in violation of the
maximum capital impairment percentage permitted by the SBA.
The change in unrealized gains and losses recognized is summarized in the
following table:
Three Months Ending March 31
2002 2001
---- ----
Bristol Retail Solutions $ -0- $ 165,823
VoiceFlash Networks, Inc. 142,040 -0-
Chequemate International (213,219) (33,464)
Edmin.com, Inc. -0- 567,000
iBEAM Broadcasting
Corporation -0- (163,625)
McLeodUSA, Inc. -0- (159,072)
Cadapult Graphic Systems (3,485) -0-
Object Space, Inc. -0- (200,000)
------------- -------------
Unrealized gain (loss) $ (74,664) $ 176,662
============= =============
VoiceFlash Networks, Inc., Chequemate International, Inc., and Cadapult Graphic
Systems are all publicly traded companies. Valuation of these investments as of
March 31, 2002 is based upon actual market value less appropriate reserves to
reflect restrictions on sales.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents amounted to $1,263,582 at March 31, 2002 and
$1,631,387 at December 31, 2001. Net cash from operating activities was a net
use of cash of $367,805 for the three months ending March 31, 2002, and a net
use of cash of $429,742 for the same period in 2001.
The Trust intends to make quarterly distributions of all cash revenues to the
extent it has cash available for such distributions. The Trustees declared no
distribution for the quarter ended March 31, 2002. Distributions from the
Trust's wholly owned subsidiary, Berthel SBIC, LLC, to the Trust are restricted
under SBA regulations. Under SBA regulations, the SBIC subsidiary is not able to
distribute income to the parent unless it has "earnings available for
distribution" as defined by the SBA. At March 31, 2002, the SBIC had a deficit
of "earnings available for distribution" in the amount of $6,054,395. Regardless
of the ability to make current distributions in cash, the Trust has accrued an
8% priority return to beneficial owners of the Trust since June 1997.
Distributions payable of $3,346,471 have been accrued as of March 31, 2002.
The SBIC is in violation of the maximum capital impairment percentage permitted
by the SBA. The SBIC received notice of default from the SBA advising that the
SBIC must cure its default on the outstanding debentures. The remedies available
to the SBA, in the event that the default is not cured, include prohibiting the
SBIC from making any additional investments other than investments under
existing legally binding commitments, prohibiting distributions to investors,
reviewing and redetermining management expenses, and declaring the SBA
debentures immediately due and payable. The assets and liabilities of the SBIC
as of March 31, 2002 are $10,757,829 and
12
$9,598,433, respectively. The actions taken by the SBA may impact the SBIC's
ability to continue as a going concern. In its efforts to address these capital
impairment issues, the Trust is attempting to raise capital through various
institutional investors. The SBA has been supportive thus far with management in
its capital-raising efforts and has given consideration of a reorganization of
the SBIC if certain conditions are met, primarily the raising of $10,000,000 in
new capital. No assurance can be given that management's capital-raising efforts
will be successful.
The effect of interest rate fluctuations and inflation on the current Trust
investments is negligible.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Trust's investment objective is to achieve capital appreciation in the value
of its net assets and to achieve current income principally by making
investments through private placements in securities of small and medium sized
privately and publicly owned companies. Securities consist of subordinated debt,
preferred stock, or common stock combined with equity participation in common
stock or rights to acquire common stock. Investments are not held for trading
purposes.
The primary risk of the portfolio is derived from the underlying ability of
investee companies to satisfy debt obligations and their ability to maintain or
improve common equity values. Levels of interest rates are not expected to
impact the Trust's valuations, but could impact the capability of investee
companies to repay debt or create and maintain shareholder value.
As of March 31, 2002, the portfolio is valued at fair value, as determined by
the Independent Trustees ("Trustees"). In determining fair value, investments
are initially stated at cost until significant subsequent events and operating
trends require a change in valuation. Among the factors considered by the
Trustees in determining fair value of investments are the cost of the
investment, terms and liquidity of warrants, developments since the acquisition
of the investment, the sales price of recently issued securities, the financial
condition and operating results of the issuer, earnings trends and consistency
of operating cash flows, the long-term business potential of the issuer, the
quoted market price of securities with similar quality and yield that are
publicly traded, and other factors generally pertinent to the valuation of
investments. The Trustees relied on financial data of the portfolio companies
provided by the management of the portfolio companies. The Trust Advisor
maintains ongoing contact with management of the portfolio companies including
participation on their Boards of Directors and review of financial information.
There is no assurance that any investment made by the Trust will be repaid or
re-marketed. Accordingly, there is a risk of total loss of any investment made
by the Trust. At March 31, 2002, the amount at risk was $9,471,700 and consisted
of the following:
Cost Valuation
------------- -------------
Debt securities and loans $ 5,066,086 $ 3,698,108
Preferred stocks 3,049,550 2,613,238
Common stocks 3,550,363 2,153,443
Warrants and options to purchase common stock 461,246 1,006,911
------------- -------------
Total loans and investments $ 12,127,245 $ 9,471,700
============= =============
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
13
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.
BERTHEL GROWTH & INCOME TRUST I
(Registrant)
Date: May 3, 2002 Ronald O. Brendengen/s/
----------- ----------------------------------------------
Ronald O. Brendengen, Chief Financial Officer,
Treasurer
Date: May 3, 2002 Daniel P. Wegmann/s/
----------- ----------------------------------------------
Daniel P. Wegmann, Controller
Date: May 3, 2002 Henry Royer/s/
----------- ----------------------------------------------
Henry Royer, Executive Vice President
14