SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
- OR -
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-15709-01
TXU Europe Capital I
I.R.S. Employer Identification
Delaware Business Trust No. 75 - 6578216
Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201-3411
(214) 812-4600
Commission File Number 333-82307-02
TXU Europe Funding I, L.P.
I.R.S. Employer Identification
Delaware Limited Partnership No. 75 - 2880490
Suite 350, 1013 Centre Street, Wilmington, Delaware 19805
Indicate by check mark whether the registrants (1) have 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) have been subject to
such filing requirements for the past 90 days.
Yes __x__ No _____
<PAGE>
TABLE OF CONTENTS
Page
----
Part I. Financial Information
Item 1. Financial Statements
TXU Europe Capital I
Statements of Income -
Three and Six Months Ended June 30, 2000 .......... 2
Statement of Cash Flows -
Six Months Ended June 30, 2000 .................... 3
Balance Sheets -
June 30, 2000 and December 31, 1999 ............... 4
Notes to Financial Statements ..................... 5
Independent Accountant's Reports ..................... 7
TXU Europe Funding I, L.P.
Statements of Income -
Three and Six Months Ended June 30, 2000 .......... 8
Statement of Cash Flows -
Six Months Ended June 30, 2000 .................... 9
Balance Sheets -
June 30, 2000 and December 31, 1999 ............... 10
Notes to Financial Statements ..................... 11
Independent Accountant's Reports ..................... 13
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ..... 14
Item 3. Quantitative and Qualitative Disclosures
About Market Risk ................................. 14
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K .................. 15
Signatures .................................................... 16
1
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
TXU EUROPE CAPITAL I
STATEMENTS OF INCOME
(Unaudited)
Three Six
Months Months
Ended Ended
June 30, June 30,
2000 2000
----------- -----------
<S> <C> <C>
Income on preferred
partnership securities ........ $3,696,875 $4,875,000
Distribution expense on
preferred trust
securities .................... (3,696,875) (4,875,000)
----------- -----------
Net income ...................... $ - $ -
=========== ===========
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>
2
<PAGE>
TXU EUROPE CAPITAL I
STATEMENT OF CASH FLOWS
(Unaudited)
Six Months
Ended
June 30, 2000
---------------
Investing Activities
Investments in preferred
partnership securities ................. $(150,000,000)
Income received from investment in
preferred partnership securities ....... 4,875,000
---------------
Cash provided by investing
activities ......................... (145,125,000)
---------------
Financing Activities
Issuance of preferred trust
securities ............................. 150,000,000
Distribution on preferred trust
securities ............................. (4,875,000)
---------------
Cash provided by financing
activities ......................... 145,125,000
---------------
Net change in cash and cash
equivalents .............................. -
Cash and cash equivalents -
beginning balance ........................ -
---------------
Cash and cash equivalents - ending
balance .................................. $ -
===============
See Notes to Financial Statements.
3
<PAGE>
<TABLE>
<CAPTION>
TXU EUROPE CAPITAL I
BALANCE SHEETS
June 30,
2000 December 31,
(unaudited) 1999
------------- -----------
<S> <C> <C>
ASSETS
Investments in preferred partnership
securities ............................. $150,000,000 $ -
Income receivable ........................ - -
------------- ----------
Total assets ......................... $150,000,000 $ -
============= ==========
CAPITALIZATION AND LIABILITIES
Stockholders equity
Preferred trust securities (9 3/4%
Trust Originated Preferred Securities;
6,900,000 authorized, 6,000,000
issued and outstanding; $25
liquidation amount per security) ..... $150,000,000 $ -
Retained earnings ...................... - -
------------- ----------
Total stockholders' equity ........... 150,000,000 -
------------- ----------
Distribution payable ..................... - -
------------- ----------
Total capitalization and liabilities.. $150,000,000 $ -
============= ==========
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>
4
<PAGE>
TXU Europe Capital I
Notes to Financial Statements
1. Description of Business
TXU Europe Capital I (TXU Europe Capital or the Trust) is a statutory
business trust formed on November 22, 1999 under the laws of the State of
Delaware for the exclusive purpose of (i) issuing Trust Originated Preferred
Securities (Preferred Trust Securities) representing undivided beneficial
ownership interests in the assets of the Trust, (ii) purchasing Preferred
Partnership Securities representing the limited partnership interests of TXU
Europe Funding I, L.P. (the Partnership) with the proceeds from the sale of
the Preferred Trust Securities, and (iii) engaging in only those other
activities necessary or incidental thereto. The Trust has a perpetual
existence, subject to certain termination events as provided in its Amended
and Restated Trust Agreement.
The proceeds from the Trust's sale of the Preferred Trust Securities
were used to purchase the Preferred Partnership Securities from the
Partnership. Holders of the Preferred Trust Securities have limited voting
rights and are not entitled to vote to appoint, remove or replace, or to
increase or decrease the number of, Trustees, which voting rights are vested
exclusively in the holder of a control certificate.
TXU Europe Limited, the ultimate parent of the Trust and the general
partner of the Partnership, has paid compensation to the underwriters of the
offering of the Preferred Trust Securities. TXU Europe Limited will pay all
fees and expenses related to the organization and operations of the Trust
(including any taxes, duties, assessments or governmental charges of whatever
nature (other than withholding taxes) imposed by the United States or any
other domestic taxing authority upon the Trust) and the offering of the
Preferred Trust Securities and is responsible for all debts and other
obligations of the Trust (other than the Preferred Trust Securities). TXU
Europe Limited has also agreed to indemnify the trustees and certain other
persons.
2. Basis of Presentation and Significant Accounting Policies
The financial statements are prepared in conformity with accounting
principles generally accepted in the United States (US GAAP).
Use of Estimates - The preparation of TXU Europe Capital's financial
statements requires management to make estimates and assumptions about future
events that affect the reporting and disclosure of assets and liabilities at
the balance sheet dates and the reported amounts of revenue and expense during
the period covered by the financial statements. In the event estimates and/or
assumptions prove to be different from actual amounts, adjustments are made in
subsequent periods to reflect more current information.
Investments - The investment in Preferred Partnership Securities
represents a limited partnership interest in the Partnership and is recorded
at cost. As of June 30, 2000, the fair value of the investment approximates
its carrying value. Income on the Preferred Partnership Securities is accrued
when earned.
Comprehensive Income - Comprehensive income consists only of net
income.
Income Taxes - The Trust does not incur any income tax liabilities.
Such liabilities are incurred directly by the security holders. Therefore no
provision for income taxes has been provided.
5
<PAGE>
3. Investment in Preferred Partnership Securities
The Trust holds $150 million of 9.75% Preferred Partnership
Securities, $25 liquidation preference per security. The interest payment
dates and redemption provisions of the Preferred Partnership Securities, which
are redeemable after March 2, 2005 at the option of TXU Europe Limited, the
general partner of the Partnership, correspond to the distribution payment
dates and redemption provisions of the Preferred Trust Securities. Upon any
redemption of the Preferred Partnership Securities, the Preferred Trust
Securities will be redeemed. TXU Europe Limited has guaranteed, on a
subordinated basis, the payment of distributions by the Partnership on the
Preferred Partnership Securities if, as, and when declared out of funds
legally available and payments upon liquidation of the Partnership or the
redemption of the Preferred Partnership Securities to the extent of funds
legally available.
4. Stockholders' Equity
On March 2, 2000, the Trust issued to investors 6,000,000 units of
9 3/4% Preferred Trust Securities for an aggregate of $150 million. The
Preferred Trust Securities have a liquidation preference of $25 per unit. The
Preferred Trust Securities are subject to mandatory redemption upon payment of
the Preferred Partnership Securities. Distributions on the Preferred Trust
Securities are cumulative from the date of original issue (March 2, 2000) and
are payable quarterly in arrears on each March 31, June 30, September 30 and
December 31, commencing June 30, 2000, at an annual rate of 9.75% of the
stated liquidation amount per annum. Distributions not paid on the scheduled
payment date will accumulate and compound quarterly at a rate per annum equal
to 9.75%. Holders of the Preferred Trust Securities have no voting rights.
The Trust will use distributions it receives on the Preferred
Partnership Securities to make cash distributions on the Preferred Trust
Securities. The first distribution on the Preferred Trust Securities was made
on June 30, 2000.
TXU Europe Limited has guaranteed, on a limited basis, the payment
in full of all distributions and other payments on the Preferred Trust
Securities to the extent that the Trust has funds legally available. TXU
Europe Limited has also issued guarantees of the Preferred Partnership
Securities and the junior subordinated debentures held by the Partnership.
6
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
TXU Europe Capital I
We have reviewed the accompanying balance sheet of TXU Europe
Capital I (the Trust) as of June 30, 2000, and the related statements of
income for the three months and six months ended June 30, 2000 and the
statement of cash flows for the six months ended June 30, 2000. These
financials are the responsibility of the Trust's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that
should be made to such financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the balance sheet of
the Trust as of December 31, 1999, and in our report, dated May 4, 2000, we
expressed an unqualified opinion on that balance sheet. In our opinion, the
information set forth in the accompanying balance sheet as of December 31,
1999, is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
DELOITTE & TOUCHE LLP
London, England
August 9, 2000
7
<PAGE>
<TABLE>
<CAPTION>
TXU EUROPE FUNDING I, L.P.
STATEMENTS OF INCOME
(Unaudited)
Three Six
Months Months
Ended Ended
June 30, June 30,
2000 2000
---------- ----------
<S> <C> <C>
Interest income
Junior subordinated debentures ..... $4,305,773 $5,677,942
Other eligible debt securities ..... 25,393 33,453
Distribution expense
To limited partner ................. (3,696,875) (4,875,000)
To general partner.................. (600,838) (820,942)
----------- -----------
Net income ....................... $ 33,453 $ 33,453
=========== ===========
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>
8
<PAGE>
TXU EUROPE FUNDING I, L.P.
STATEMENT OF CASH FLOWS
(Unaudited)
Six
Months
Ended
June 30,
2000
-----------
Operating Activities
Net income ................................. $ 33,453
Adjustments to reconcile net
income to cash provided by
operating activities:
Changes in operating assets and
liabilities .......................... (8,452)
------------
Cash provided by operating
activities ......................... 25,001
------------
Investing Activities
Investments in junior subordinated
debentures ............................... (174,705,900)
Investment in eligible debt
securities ............................... (3,578,701)
Interest income received on
investments in junior
subordinated debentures .................. 5,677,942
Maturity of eligible debt
securities ............................... 1,789,000
------------
Cash used in investing
activities ......................... (170,817,659)
------------
Financing Activities
Issuance of preferred
partnership securities ................... 150,000,000
Capital contributions from
general partner .......................... 26,470,600
Distributions paid to limited
partner .................................. (4,875,000)
Distributions paid to general
partner .................................. (802,942)
------------
Cash provided by financing
activities ......................... 170,792,658
------------
Net change in cash and cash
equivalents .............................. -
Cash and cash equivalents -
beginning balance ........................ -
------------
Cash and cash equivalents -
ending balance ........................... $ -
============
See Notes to Financial Statements.
9
<PAGE>
<TABLE>
<CAPTION>
TXU EUROPE FUNDING I, L.P.
BALANCE SHEETS
June 30,
2000 December 31,
(unaudited) 1999
------------- -------------
<S> <C> <C>
ASSETS
Investments in junior subordinated
debentures ............................ $174,705,900 $ -
Investments in other eligible debt
securities ............................ 1,789,701 -
Income receivable ....................... 8,452 -
------------- -------------
Total .......................... $176,504,053 $ -
============= =============
PARTNERS' CAPITAL AND LIABILITIES
Partners' capital
Limited partnership interest .......... $150,000,000 $ 85
General partnership interest .......... 26,470,600 15
------------- -------------
176,470,600 100
Less: Receivables from partners for
subscribed partnership interests ...... - (100)
Retained earnings ....................... 33,453 -
------------- -------------
Total partners' capital ........ 176,504,053 -
Distribution payable - limited partners.. - -
- general partner... - -
------------- -------------
Total .......................... $176,504,053 $ -
============= =============
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>
10
<PAGE>
TXU EUROPE FUNDING I, L.P.
Notes to Financial Statements
1. Description of Business
TXU Europe Funding I, L.P. (TXU Europe Funding or the Partnership) is a
limited partnership that was formed under the Delaware Revised Uniform Limited
Partnership Act on November 22, 1999, for the exclusive purpose of (i)
issuing the Partnership interests, (ii) purchasing certain eligible debt
instruments of TXU Eastern Funding Company and one or more subsidiaries of TXU
Europe Limited with the proceeds from (a) the sale of Preferred Partnership
Securities to TXU Europe Capital I (the Trust) and (b) a capital contribution
from TXU Europe Limited in exchange for the general partnership interest in
the Partnership (collectively, the Partnership Proceeds) and (iii) engaging in
only those other activities necessary and incidental thereto.
Except as provided in the forms of Amended and Restated Limited
Partnership Agreement and Preferred Partnership Securities Guarantee
Agreement, and as otherwise provided by law, the holders of the Preferred
Partnership Securities will have no voting rights.
The Partnership Proceeds were used initially to purchase debt
instruments from TXU Eastern Funding Company and one or more eligible
subsidiaries of TXU Europe Limited and other eligible debt securities. (See
Note 3.) The Partnership will have a perpetual existence subject to certain
termination events. TXU Europe Limited is the sole general partner of the
Partnership and, in that capacity, has agreed to pay all fees and expenses
related to the organization and operations of the Partnership (including any
taxes, duties, assessments or government charges of whatever nature (other
than withholding taxes) imposed by the United States or any other domestic
taxing authority upon the Partnership) and the offering of the Preferred
Partnership Securities and be responsible for all debts and other obligations
of the Partnership (other than with respect to the Preferred Partnership
Securities). TXU Europe Limited, as sole general partner, has agreed to
indemnify certain officers and agents of the Partnership.
2. Basis of Presentation and Significant Accounting Policies
The financial statements are prepared in conformity with accounting
principles generally accepted in the United States (US GAAP).
Use of Estimates - The preparation of the Partnership's financial
statements requires management to make estimates and assumptions about future
events that affect the reporting and disclosure of assets and liabilities at
the balance sheet dates and the reported amounts of revenue and expense during
the period covered by the financial statements. In the event estimates and/or
assumptions prove to be different from actual amounts, adjustments are made in
subsequent periods to reflect more current information.
Investments - The Partnership's investment in junior subordinated
debentures of certain affiliates is recorded at cost. As of June 30, 2000,
the fair value of the investment approximates its carrying value. Income on
the junior subordinated debentures is accrued when earned. The investment in
other eligible securities is limited by the terms of the partnership including
investments in certain government obligations.
Income Taxes - The Partnership does not incur any income tax
liabilities. Such liabilities are incurred directly by the partners.
Therefore no provision for income taxes has been provided.
Comprehensive Income - Comprehensive income consists only of net
income.
11
<PAGE>
3. Investments
The Partnership holds junior subordinated debentures of TXU Eastern
Funding Company and TXU Europe Group plc, a wholly-owned subsidiary of TXU
Europe Limited. The junior subordinated debentures have a term of
approximately 20 years and bear interest at 9.75% per annum. The interest
payment dates and redemption provisions of the debentures, which are
redeemable at the option of TXU Europe Limited on or after March 2, 2005,
correspond to the distribution payment dates and redemption provisions of the
Preferred Partnership Securities. Interest and redemption payments on the
subsidiary debentures are guaranteed by TXU Europe Limited on a subordinated
basis.
In addition, as of June 30, 2000, the Partnership invested in
short-term US Treasury bills (T-bills). The T-bills were issued at a discount
and interest will be accrued as the T-bills approach maturity.
4. Partners Capital
On March 2, 2000, the Partnership issued 6,000,000 units of 9.75%
Preferred Partnership Securities to the Trust representing the limited
partnership interests of the Partnership. The Preferred Partnership
Securities have a liquidation preference of $25 per security and may be
redeemed at the option of TXU Europe Limited, the general partner, in whole,
or in part, at any time on or after March 2, 2005. Distributions on the
Preferred Partnership Securities are cumulative from the date of original
issue (March 2, 2000) and are payable quarterly if, as, and when declared by
the general partner, at an annual rate of 9.75% of the stated liquidation
amount per annum. Holders of Preferred Partnership Securities have no voting
rights.
Also on March 2, 2000, the Partnership received a capital contribution
of approximately $26 million from TXU Europe Limited representing the sole
general partner interest in the Partnership. The proceeds from the issuance
of the Preferred Partnership Securities and the general partners capital
contribution were used to purchase the junior subordinated debentures issued
by TXU Eastern Funding Company and TXU Europe Group plc.
TXU Europe Limited has guaranteed, on a limited basis, the
payment of distributions by the Partnership on the Preferred Partnership
Securities if, as, and when declared out of funds legally available and
payments upon liquidation to the Partnership or the redemption of the
Preferred Partnership Securities to the extent of funds legally available.
This guarantee is subordinated to all other liabilities of TXU Europe
Limited.
The first distribution on the Preferred Partnership Securities was
declared and paid on June 30, 2000.
12
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
TXU Europe Funding I, L.P.
We have reviewed the accompanying balance sheet of TXU Europe
Funding I, L.P. (the Partnership) as of June 30, 2000, and the related
statements of income for the three months and six months ended June 30, 2000
and the statement of cash flows for the six months ended June 30, 2000. These
financials are the responsibility of the Partnership's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that
should be made to such financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the balance sheet of
the Partnership as of December 31, 1999, and in our report, dated May 4, 2000,
we expressed an unqualified opinion on that balance sheet. In our opinion,
the information set forth in the accompanying balance sheet as of December 31,
1999, is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
DELOITTE & TOUCHE LLP
London, England
August 9, 2000
13
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Registrants' activities are limited to issuing securities and
investing the proceeds as follows:
The Trust exists for the exclusive purpose of (i) issuing a control
certificate, which entitles the holder to administrative and appointment
powers with respect to the Trust, and 9 3/4% Trust Originated Preferred
Securities (Preferred Trust Securities) representing undivided beneficial
ownership interest in the assets of the Trust, (ii) investing the gross
proceeds from the issuance of the Preferred Trust Securities in 9.75%
Preferred Partnership Securities of TXU Europe Funding I, L.P. (TXU Europe
Funding or the Partnership) representing the limited partnership interests of
the Partnership and (iii) engaging in only those other activities necessary or
incidental thereto. The Trust has a perpetual existence, subject to certain
termination events as provided in its Amended and Restated Trust Agreement.
The Partnership is managed by the general partner and exists for the exclusive
purpose of (i) issuing its Partnership interests, (ii) purchasing certain
eligible debt instruments of TXU Eastern Funding Company and TXU Europe Group
plc with the proceeds from (a) the sale of its 9.75% Preferred Partnership
Securities, representing limited partnership interests in the Partnership, to
the Trust and (b) a capital contribution from TXU Europe Limited in exchange
for the general partnership interest in the Partnership (collectively, the
Partnership Proceeds).
Since the Trust was organized on November 22, 1999, its activities, as
specified in its Amended and Restated Trust Agreement, have been limited to
the issuance of $150 million of 9 3/4% Preferred Trust Securities and the
investing of the proceeds in the Preferred Partnership Securities, and the
accrual and payment of distributions on the Preferred Trust Securities in
accordance with their terms.
Since the Partnership was organized on November 22, 1999, its activities,
as specified in its agreement of limited partnership, have been limited to the
issuance of the Preferred Partnership Securities, the receipt of a $26 million
capital contribution from TXU Europe Limited, as general partner, the
investment of the Partnership Proceeds in junior subordinated debentures and
short-term US Treasury bills (T-bills), and the accrual and payment of
distributions on the Preferred Partnership Securities. Interest earned on US
T-bills that matured early in June 2000 was not paid to the Partnership but
was rolled into the purchase of another US T-bill that matures in September
2000.
On June 30, 2000, the first distributions on the Preferred Trust
Securities and the Preferred Partnership Securities, cumulative from the March
2, 2000 issuance date, were declared and paid to the respective holders of
those securities.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
On March 2, 2000, the Trust invested the gross proceeds from
the sale of the Preferred Trust Securities in the Preferred Partnership
Securities (the Trust Assets). The Partnership, in turn, invested the
proceeds from the sale of the Preferred Partnership Securities and a $26
million capital contribution from TXU Europe Limited and TXU Europe Group plc
in junior subordinated debentures and eligible debt securities (the
Partnership Assets). To the extent the Partnership has funds available from
the Partnership Assets, the general partner of the Partnership (TXU Europe
Limited) may declare distributions to the Trust, as holder of the Preferred
Partnership Securities. The Trust?s ability to pay distributions to the
holders of the Preferred Trust Securities is dependent upon its receipt of
distributions on the Trust Assets from the Partnership. Therefore, upon the
receipt by the Partnership of payments from the Partnership Assets and the
distribution thereof to the Trust, the Trust will pass through such payments
to the holders of the Preferred Trust Securities.
On June 30, 2000, the first distributions on the Preferred Trust
Securities and the Preferred Partnership Securities, cumulative from the March
2, 2000 issuance date, were declared and paid to the respective holders of
those securities.
14
<PAGE>
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed as a part of Part II are:
27(a) Financial Data Schedule - TXU Europe Capital I
27(b) Financial Data Schedule - TXU Europe Funding I, L.P.
(b) Reports on Form 8-K filed since March 31, 2000, are as follows:
None
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrants have duly caused this report to be
signed on their behalf by the undersigned thereunto duly
authorized.
TXU EUROPE CAPITAL I
By: /s/Kirk Oliver
--------------------
Name: Kirk Oliver
Administrative Trustee
By: /s/Laura Anderson
---------------------
Name: Laura Anderson
Administrative Trustee
Date: August 10, 2000
TXU EUROPE FUNDING I, L.P.
By: /s/Paul Marsh
---------------------
Name: Paul Marsh
Principal Financial Officer
and Director of the General
Partner
Date: August 10, 2000
16
