<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
-------------
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 0-28928
ML JWH STRATEGIC ALLOCATION FUND L.P.
-------------------------------------
(Exact Name of Registrant as
specified in its charter)
Delaware 13-3887922
------------------------------- ------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
c/o Merrill Lynch Investment Partners Inc.
Princeton Corporate Campus
800 Scudders Mill Road - Section 2G
Plainsboro, New Jersey 08536
----------------------------
(Address of principal executive offices)
(Zip Code)
609-282-6996
-------------------------------------------------
(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
--- ---
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ML JWH STRATEGIC ALLOCATION FUND L.P. & JOINT VENTURE
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
(unaudited)
------------- --------------
<S> <C> <C>
ASSETS
------
Equity in commodity futures trading accounts:
Cash and options premium $ 60,193,244 $ 49,466,829
Net unrealized profit on open contracts 4,898,149 15,377,657
Government Securities (Cost $305,569,068) - 302,660,752
Commercial Paper (Cost $225,993,089) 226,774,405 -
Cash 6,910 15,003
Accrued interest 327,379 3,127,363
------------- --------------
TOTAL $ 292,200,087 $ 370,647,604
============= ==============
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
LIABILITIES:
Redemptions payable $ 8,898,334 $ 3,609,053
Profit share payable - 4,207,026
Brokerage commissions payable 1,887,076 2,366,595
Administrative fees payable 60,873 76,341
Ongoing offering costs payable 21,755 21,755
------------- --------------
Total liabilities 10,868,038 10,280,770
------------- --------------
MINORITY INTEREST 142,345 146,975
PARTNERS' CAPITAL:
General Partners (23,183 and 27,921 Units) 3,113,810 4,087,563
Limited Partners (2,073,489 and 2,432,642 Units) 278,075,894 356,132,296
------------- --------------
Total partners' capital 281,189,704 360,219,859
------------- --------------
TOTAL $ 292,200,087 $ 370,647,604
============= ==============
NET ASSET VALUE PER UNIT
(Based on 2,096,672 and 2,460,563 Units outstanding) $ 134.11 $ 146.40
============= ==============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
ML JWH STRATEGIC ALLOCATION FUND L.P. & JOINT VENTURE
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the three For the three For the six For the six
months ended months ended months ended months ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
REVENUES:
Trading income (loss):
Realized $ (7,698,035) $ 22,012,418 $(15,080,862) $ 35,788,110
Change in unrealized (11,054,573) 12,879,410 (7,570,273) (2,955,333)
------------ ------------ ------------ -------------
Total trading results (18,752,608) 34,891,828 (22,651,135) 32,832,777
------------ ------------ ------------ -------------
Interest income 4,556,820 4,288,858 8,898,530 8,185,317
------------ ------------ ------------ -------------
Total revenues (14,195,788) 39,180,686 (13,752,605) 41,018,094
------------ ------------ ------------ -------------
EXPENSES:
Administrative fees 194,296 230,945 418,050 435,788
Brokerage commissions 6,023,169 7,159,284 12,959,554 13,509,420
Ongoing Offering Expense 65,267 - 130,533 -
------------ ------------ ------------ -------------
Total expenses 6,282,732 7,390,229 13,508,137 13,945,208
------------ ------------ ------------ -------------
NET INCOME (LOSS) BEFORE
MINORITY INTEREST AND
PROFIT SHARE ALLOCATION (20,478,520) 31,790,457 (27,260,742) 27,072,886
Profit Share Allocation - (4,103,978) - (4,111,945)
Minority Interest 9,173 (12,189) 4,534 (9,958)
------------ ------------ ------------ -------------
NET INCOME (LOSS) $(20,469,347) $ 27,674,290 $(27,256,208) $ 22,950,983
============ ============ ============ ============
NET INCOME (LOSS) PER UNIT:
Weighted average number of units
outstanding 2,230,857 2,270,869 2,324,185 2,205,986
============ ============ ============ ============
Net income (loss) per weighted average
General Partner and Limited Partner Unit $ (9.18) $ 12.19 $ (11.73) $ 10.40
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
ML JWH STRATEGIC ALLOCATION FUND L.P. & JOINT VENTURE
(A DELAWARE LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
For the six months ended June 30, 2000 and June 30, 1999
(unaudited)
<TABLE>
<CAPTION>
Units General Limited Total
Partner Partners
--------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
PARTNERS' CAPITAL,
December 31, 1998 2,037,826 $2,667,093 $ 311,845,818 $ 314,512,911
Additions 346,273 736,661 52,411,008 53,147,669
Net income - 172,336 22,778,647 22,950,983
Redemptions (112,650) - (17,505,711) (17,505,711)
--------- ---------- ------------- -------------
PARTNERS' CAPITAL,
June 30, 1999 2,271,449 $3,576,090 $ 369,529,762 $ 373,105,852
========= ========== ============= =============
PARTNERS' CAPITAL,
December 31, 1999 2,460,563 $4,087,563 $ 356,132,296 $ 360,219,859
Additions 108,883 23,716 15,828,681 15,852,397
Net loss - (317,117) (26,939,091) (27,256,208)
Redemptions (472,774) (680,352) (66,945,992) (67,626,344)
--------- ---------- ------------- -------------
PARTNERS' CAPITAL,
June 30, 2000 2,096,672 $3,113,810 $ 278,075,894 $ 281,189,704
========= ========== ============= =============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
ML JWH STRATEGIC ALLOCATION FUND L.P. & JOINT VENTURE
(A DELAWARE LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements have been prepared without audit.
In the opinion of management, the consolidated financial statements contain
all adjustments (consisting of only normal recurring adjustments) necessary
to present fairly the financial position of ML JWH Strategic Allocation
Fund L.P (the "Partnership") as of June 30, 2000, and the results of its
operations for the six months ended June 30, 2000 and June 30, 1999.
However, the operating results for the interim periods may not be
indicative of the results expected for the full year.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
financial statements be read in conjunction with the financial statements
and notes thereto included in the Partnership's Annual Report on form 10-K
filed with the Securities and Exchange Commission for the year ended
December 31, 1999 (the "Annual Report").
2. FAIR VALUE AND OFF-BALANCE SHEET RISK
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (the "Statement"), effective for fiscal
years beginning after June 15, 2000, as amended by SFAS No. 137. This
Statement supercedes SFAS No. 119 ("Disclosure about Derivative Financial
Instruments and Fair Value of Financial Instruments") and SFAS No. 105
("Disclosure of information about Financial Instruments with Off-Balance
Sheet Risk and Financial Instruments with Concentrations of Credit Risk")
whereby disclosure of average aggregate fair values and contract/notional
values, respectively, of derivative financial instruments is no longer
required for an entity such as the Partnership which carries its assets at
fair value. Such Statement sets forth a much broader definition of a
derivative instrument. The General Partner does not believe that the
application of the provisions of such statement had a significant effect on
the consolidated financial statements.
SFAS No. 133 defines a derivative as a financial instrument or other
contract that has all three of the following characteristics (1) one or
more underlyings, notional amounts or payment provisions (2) requires no
initial net investment or a smaller initial net investment than would be
required relative to changes in market factors (3) terms require or permit
net settlement. Generally, derivatives include futures, forwards, swaps,
options or other financial instruments with similar characteristics such as
caps, floors and collars.
MARKET RISK
Derivative instruments involve varying degrees of off-balance sheet market
risk. Changes in the level or volatility of interest rates, foreign
currency exchange rates or the market values of the financial instruments
or commodities underlying such derivative instruments frequently result in
changes in the Partnership's net unrealized profit (loss) on such
derivative instruments as reflected in the Consolidated Statements of
Financial Condition. The Partnership's exposure to market risk is
influenced by a number of factors, including the relationships among the
derivative instruments held by the Partnership as well as the volatility
and liquidity in the markets in which such derivative instruments are
traded.
The General Partner has procedures in place intended to control market risk
exposure, although there can be no assurance that they will, in fact,
succeed in doing so. The procedures focus primarily on monitoring the
trading of JWH, calculating the Net Asset Value of the Partnership as of
the close of business each day and reviewing outstanding positions for
over-concentrations. While the General Partner will not itself intervene in
the markets to hedge or diversify the Partnership's market exposure, the
General Partner may urge JWH to reallocate positions in an attempt to avoid
5
<PAGE>
over-concentrations. However, such interventions are unusual. Except in
cases in which it appears that JWH has begun to deviate from past practice
and trading policies or to be trading erratically, the General Partner's
basic risk control procedures consist simply of monitoring JWH, with the
market risk controls being applied by JWH itself.
CREDIT RISK
The risks associated with exchange-traded contracts are typically perceived
to be less than those associated with over-the-counter transactions
(non-exchange-traded), because exchanges typically (but not universally)
provide clearinghouse arrangements in which the collective credit (in some
cases limited in amount, in some cases not) of the members of the exchange
is pledged to support the financial integrity of the exchange. In
over-the-counter transactions, on the other hand, traders must rely solely
on the credit of their respective individual counterparties. Margins, which
may be subject to loss in the event of a default, are generally required in
exchange trading, and counterparties may require margin in the
over-the-counter markets.
The credit risk associated with these instruments from counterparty
non-performance is the net unrealized profit included in the Consolidated
Statements of Financial Condition.
The Partnership attempts to mitigate credit risk by dealing almost
exclusively with Merrill Lynch entities as counterparties and clearing
brokers.
The Partnership, in its normal course of business, enters into various
contracts, with MLF acting as its commodity broker. Pursuant to the
brokerage agreement with MLF (which includes a netting arrangement), to
the extent that such trading results in receivables from and payables to
MLF, these receivables and payables are offset and reported as a net
receivable or payable and included in the Consolidated Statements of
Financial Condition under equity in commodity futures accounts.
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
MONTH-END NET ASSET VALUE PER UNIT
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Jan. Feb. Mar. Apr. May Jun.
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1999 $149.98 $153.82 $152.11 $158.66 $158.41 $164.26
-------------------------------------------------------------------------
2000 $147.98 $149.61 $143.39 $141.10 $139.63 $134.11
-------------------------------------------------------------------------
</TABLE>
Performance Summary
January 1, 1999 to June 30, 1999
---------------------------------
January 1, 1999 to March 31, 1999
ML JWH Strategic Allocation Fund L.P. recorded slight losses in the three
month period ended March 31, 1999, largely reflecting poor performance in the
interest rate and metals market sectors.
Interest rate markets for the first part of the quarter moved upward; however,
March saw a significant decline in European rates as an economic slowdown became
more evident in the European Union. The expectation, realized in early April,
was that the European Central Bank (ECB) would lower rates in Europe to provide
a more favorable interest rate environment. Coupled with the change in direction
in European markets, there was increased volatility in Japanese interest rate
markets as the Bank of Japan switched from interest rate targeting to a monetary
growth targeting policy. In an effort to stem the current recession, Japanese
policy officials have attempted various fiscal and monetary stimuli, which have
caused significant directional changes in interest rates. U.S. interest rates
have continued to inch upward for the quarter. There are few signs that the U.S.
economy will slow during 1999.
Commodity markets have had mixed performance. Metals markets have been choppy
for the entire quarter and have not exhibited any clear trends. This lack of
direction has caused poor performance in the precious metals area
6
<PAGE>
to be somewhat offset by base metal profits. The energy sector performed well
for the quarter with a major trend developing in March. Since the beginning of
March there has been a significant upward trend in crude oil prices. Agriculture
commodities experienced mixed performance with many markets showing potential
signs of reversal. Overall, the Fund had slight losses in these markets.
Currencies have provided positive performance for the Partnership. A
continuation of the strong dollar, especially relative to the new euro, offset
some of the losses in other markets. Contrary to the belief of many investment
banking economists, the euro has not started out as a strong currency and
there seems to be little flow into this new potential reserve currency. With a
decline of over seven percent for the quarter, the euro has not lived up to
its potential expectations.
Index performance was positive for the quarter with early losses offset by
significant gains in March with the increase in the Nikkei stock index.
On the balance for the quarter, profitable positions in global currencies,
energy, and agricultural commodities were offset by losses in interest rates and
metals.
April 1, 1999 to June 30, 1999
Interest rate markets followed a consistent pattern throughout the quarter
toward lower prices as strong economic growth in the U.S. was coupled by fears
of Federal Reserve bias to higher interest rates. Long-term rates rose above the
6% mark leading to the highest interest rates in over a year. Though only taking
a neutral policy stand at the end of the quarter, the Fed raised rates 25 basis
points on June 30. Europe, though having overall slower growth also showed the
same trend toward higher rates especially in the last two months. This rise in
longer-term yields came in spite of a rate cut by the European Central Bank in
early April in an effort to stem the slowing growth in key economies.
Commodity markets have had mixed performance. While many agricultural
commodities have continued to show a downtrend, the descent has been muted and
volatility has picked up as markets headed into the key summer season. In spite
of the lackluster trend performance in many agricultural commodities, there was
good performance from both the gold market and energy complexes. The gold market
has been in steep decline after the Bank of England announced that it would
begin auctioning some of its gold reserves starting in July. The energy markets
also have shown favorable trends with oil prices continuing their upward trend.
Currencies have provided positive performance for the Partnership with the
decline in the euro that began with its introduction at the beginning of the
year still in place. The key European currency has fallen from $1.17 to below
$1.03 since the beginning of the year. The yen has been rangebound for the
more recent period caused by intervention by the Bank of Japan which has tried
to stop the yen from appreciating. Other key currencies have not shown as
significant trends as the euro and thus had a smaller contribution to overall
performance.
The Nikkei index continued to show upward trends during the quarter in response
to the latest economic numbers that suggest the Japanese economy is firming
after its long decline.
January 1, 2000 to June 30, 2000
---------------------------------
January 1, 2000 to March 31, 2000
Trading in the energy sector produced profits for the quarter. Crude and heating
oil prices surged in January as heating demand rose during several snowstorms in
the Northeast -- the biggest world consumer of heating oil. Continued supply
restrictions by OPEC further pushed the price of oil to price levels near that
of the Gulf War. Profits were hindered in March after OPEC and Mexico said they
would raise oil production beginning April 1.
7
<PAGE>
Performance of agricultural commodities was mixed, however, a profit was
produced for the quarter. Coffee prices were lower for the quarter due to an
oversupplied market, limiting the trading profits .
Currency trading provided modest gains as the dollar rose against the British
pound and to a 3 1/2 month high against the Japanese yen, as the U.S. economy
continued to outperform global economies. Currency markets provided gains as the
yen formed a profitable trend with its continued depreciation and contributed
significant profits. The Bank of Japan bought dollars for yen in an effort to
weaken the yen, however the yen moved higher despite the intervention.
The stock sector suffered losses in the Nikkei 225 Stock Index and the All
Ordinaries Share Price Index when the market fell in response to speculation
that the Group of Seven would take steps to weaken the yen. Towards the end of
the quarter, the Partnership fluctuated with gains and then losses in
positions in the Nikkei 225 Stock Index, the All Ordinaries Share Index and
FTSE 100 Index.
In metals trading, the fourth Bank of England auction of gold reserves was well
received and positions in gold were profitable, reaching a February high and
then falling nearly 10% at month-end. News that the Bank of France might sell
gold reserves drove the price of gold down by quarter-end producing losses for
the quarter.
Positions in interest rates were unprofitable. Many major central banks raised
rates in order to protect against the perception of impending inflation;
nevertheless, almost all bond markets experienced rallies in response to these
rate hikes which proved unprofitable for the sector.
April 1, 2000 to June 30, 2000
Performance of agricultural commodities was mixed and the sector had gains
overall for the quarter due to positions in coffee, corn and sugar. A report
from Brazil stated that due to unfavorable weather conditions that prevailed
last year, there will be a significant drop in the 2000/01 sugar production
which contributed to the rise in sugar prices. Good weather conditions exerted
pressure on the market in anticipation of a large yield during harvest and corn
prices were down.
Energy trading was profitable as surging crude prices and worries about new
standards for reformulated gasoline sent gas prices higher. Gains stemming
from crude continued throughout the quarter despite OPEC's increase in daily
quota amounts, crude markets remained bullish and prices remained well above
the $25 a barrel target set by OPEC.
Stock Indices were profitable for the quarter primarily due to gains from short
positions in the Nikkei 225 Index. The Japanese stock market declined as
investors sold high technology issues on concerns over the future course of the
U.S. market. During May, the Nikkei 225 hit its lowest level since May 1999.
Metals were unprofitable when gold prices ended higher for the quarter in
reaction to the Fed leaving interest rates unchanged and a report that the South
African Reserve Bank received a $500 million gold denominated loan. While other
central banks are decreasing reserves, this positive message to the bullion
market pushed up prices creating losses in short positions.
Currency trading proved unprofitable for the quarter due to losses from
positions in Japanese yen. In May, currencies suffered when the Japanese yen
appreciated against the dollar due to speculation that the Japanese government
was considering a stimulus package after the G8 summit in late July. The yen was
firmer in June due to capital data spending which indicated strong first-quarter
growth and signals that an end is near to Japan's 16-month old zero interest
rate policy.
Interest rate positions were unprofitable throughout the quarter. After the
Fed raised interest rates 50 bps, U.S. interest rates rallied due to a
combination of lower stock prices and a perception that the Fed will be able
to slow the economy. Since the most recent Fed funds and discount rate
increase, the long bond has increased over 4 points or a decline of over 25
basis points in yield. U.S. bonds were unprofitable when bonds rallied during
June both after a higher than expected unemployment report and on a lack of
interest rate action by the Fed.
8
<PAGE>
Cash Management
Prior to May 26, 2000, MLAM invested approximately 80% of the Partnership's
assets in Government Securities. On May 26, 2000, the MLAM account was
liquidated and Government Securities were converted to Commercial Paper
Holdings. As of June 30, 2000 the Partnership held approximately $227 million
of Commercial Paper. As of December 31, 1999, the Partnership's MLAM account
totaled approximately $303 million.
As of June 30, 2000, the Partnership held the following securities:
<TABLE>
<CAPTION>
Par Value
---------------
Short Term Description Maturity Date Fair Value
--------------- ----------------------------------- ------------------- -------------
<S> <C> <C> <C>
37,409,000 IBM Commercial Paper July 10, 2000 $ 37,341,561
37,409,000 Prudential Funding Commercial Paper July 10, 2000 37,341,456
8,043,000 Ford Motor Commercial Paper July 21, 2000 8,012,410
8,043,000 IBM Commercial Paper July 21, 2000 8,012,457
28,207,000 General Electric Commercial Paper August 8, 2000 28,007,306
28,207,000 General Motors Commercial Paper August 8, 2000 28,007,001
6,066,000 Citicorp Commercial Paper August 21, 2000 6,008,959
6,066,000 John Deere Commercial Paper August 21, 2000 6,008,959
28,369,000 Ford Motor Commercial Paper September 8, 2000 28,007,689
28,369,000 Hertz Commercial Paper September 8, 2000 28,007,689
6,099,000 American General Commercial Paper September 19, 2000 6,009,665
6,099,000 General Motors Commercial Paper September 19, 2000 6,009,253
-------------
Total Debt $ 226,774,405
-------------
As of December 31, 1999, the Fund's MLAM account held the following securities:
<CAPTION>
Par Value
---------------
Long-Term Description Rate Maturity Date Fair Value
--------------- ------------------------------------- ------- ---------------------- -------------
<S> <C> <C> <C> <C>
30,000,000 U.S. Treasury Note 5.375% February 15, 2001 $ 29,751,563
15,000,000 U.S. Treasury Note 5.000% February 28, 2001 14,810,156
13,500,000 U.S. Treasury Note 5.625% May 15, 2001 13,399,804
13,000,000 U.S. Treasury Note 6.125% December 31, 2001 12,972,578
1,000,000 U.S. Treasury Note 6.000% November 15, 2004 994,375
25,000,000 U.S. Treasury Note 5.875% February 15, 2001 24,513,672
12,000,000 Federal National Mortgage Association 5.720% January 9, 2001 11,926,200
25,000,000 Federal National Mortgage Association 5.625% March 15, 2001 24,781,250
23,000,000 Federal National Mortgage Association 5.375% March 15, 2002 22,468,240
-------------
Subtotal $ 155,617,838
-------------
Short Term
---------------
8,125,000 Federal Home Loan Discount Note 0.000% January 14, 2000 8,108,750
6,370,000 Federal National Discount Note 0.000% January 19, 2000 6,352,164
50,550,000 Federal Home Loan Discount Note 0.000% February 17, 2000 50,175,930
4,000,000 U.S. Treasury Note 5.375% July 31, 2000 3,989,375
20,000,000 U.S. Treasury Note 4.500% September 30, 2000 19,775,000
59,500,000 U.S. Treasury Note 4.625% November 30, 2000 58,641,695
-------------
Subtotal $ 147,042,914
-------------
Total Debt $ 302,660,752
=============
</TABLE>
9
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no pending proceedings to which the Partnership or the
General Partner is a party.
Item 2. Changes in Securities and Use of Proceeds
(a) None.
(b) None.
(c) None.
(d) The Partnership originally registered 2,000,000 units of
limited partnership interest. The Partnership subsequently
registered an additional 2,960,000 units of limited
partnership interest. As of June 30, 2000, the Partnership
has sold 4,299,684 units of limited partnership interest,
with an aggregate price of $455,585,270.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
There are no exhibits required to be filed as part of this
report.
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed during the first six
months of fiscal 2000.
10
<PAGE>
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.
ML JWH STRATEGIC ALLOCATION FUND L.P.
By: MERRILL LYNCH INVESTMENT PARTNERS INC.
(General Partner)
Date: August 15, 2000 By /s/ JOHN R. FRAWLEY, JR.
------------------------
John R. Frawley, Jr.
Chairman, Chief Executive Officer,
President and Director
Date: August 15, 2000 By /s/ MICHAEL L. PUNGELLO
-----------------------
Michael L. Pungello
Vice President, Chief Financial Officer
and Treasurer
11
