<PAGE>
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
WASHINGTON, D.C. 20549
----------------------
FORM 10 - Q
-----------
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------
For Quarter Ended September 30, 1997 Commission file Number 0-11538
------------------------ --------
Overseas Partners Ltd.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Islands of Bermuda N/A
----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Mintflower Place, 8 Par-la-Ville Road, Hamilton HM 08, Bermuda
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (441) 295-0788
-----------------------------
Not Applicable
------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Common Stock, par value $.10 per share
--------------------------------------
(Title of Class)
131,000,000 Shares
------------------------------
Outstanding at November 7, 1997
<PAGE>
PART I, FINANCIAL INFORMATION
-----------------------------
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
---------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(U.S.$ IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
---------------------------------------------------------
<TABLE>
<CAPTION>
September 30, December 31,
-------------- ------------
1997 1996
-------------- ------------
(Unaudited)
--------------
<S> <C> <C>
ASSETS:
Cash & investments (principally at fair value) (includes $488,161
and $394,343 in cash and equivalents at September 30 and December 31) $2,105,048 $1,873,028
Receivables:
Interest, premiums and other 203,289 80,313
Rentals 22,920 5,857
Deposits with insurers 29,893 34,989
Deferred acquisition costs 55,172 27,104
Leasing & Real Estate:
Operating leases with UPS 299,754 306,141
Finance leases 48,355 49,201
Hotel 168,252 169,624
Office buildings 614,053 618,157
Other assets 64,601 27,755
---------- ----------
Total Assets $3,611,337 $3,192,169
========== ==========
LIABILITIES & MEMBERS' EQUITY:
Liabilities:
Accrued losses and loss expenses $ 301,483 $ 265,166
Accounts payable and other accruals 48,783 100,036
Unearned premiums 232,623 104,412
Deferred income taxes 57,667 47,668
Debt 760,256 713,790
Minority interest 44,631 38,300
---------- ----------
Total Liabilities 1,445,443 1,269,372
---------- ----------
Members' Equity:
Preference stock, par value $0.10 per share;
authorized 200,000,000 shares; none issued
Common stock, par value $0.10 per share;
authorized 900,000,000 shares; issued and
outstanding, 131,000,000 shares in 1997 and
135,000,000 shares in 1996 13,100 13,500
Contributed surplus 26,642 25,331
Retained earnings 2,126,152 1,883,966
---------- ----------
Total Members' Equity 2,165,894 1,922,797
---------- ----------
Total Liabilities & Members' Equity $3,611,337 $3,192,169
========== ==========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
---------------------------------------
STATEMENTS OF CONSOLIDATED INCOME
---------------------------------
(U.S.$ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
-----------------------------------------------
(UNAUDITED)
-----------
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
----------------------------------- --------------------------------
1997 1996 1997 1996
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REINSURANCE:
Premiums written $113,103 $ 96,557 $ 572,615 $ 451,007
Change in unearned premiums 31,128 34,363 (128,212) (62,673)
-------- -------- --------- ---------
Premiums earned 144,231 130,920 444,403 388,334
Losses and loss expenses (71,496) (57,672) (220,454) (167,123)
Commissions, taxes and other (16,898) (13,000) (52,777) (43,287)
-------- -------- --------- ---------
Reinsurance underwriting income 55,837 60,248 171,172 177,924
-------- -------- --------- ---------
Leasing & Real Estate:
Revenue:
Operating leases with UPS 10,127 10,432 30,414 31,913
Finance leases 998 1,063 3,021 3,159
Hotel 22,121 19,766 62,751 56,976
Office buildings 28,634 4,133 80,556 9,405
-------- -------- --------- ---------
61,880 35,394 176,742 101,453
Depreciation (7,563) (4,285) (22,467) (12,438)
Operating and maintenance expenses (28,268) (18,036) (90,629) (52,493)
Interest expense (16,824) (9,782) (48,232) (31,849)
Minority interest in earnings (861) --- (218) ---
-------- -------- --------- ---------
Leasing and real estate operating income 8,364 3,291 15,196 4,673
-------- -------- --------- ---------
INVESTMENT INCOME:
Interest from debt securities 14,675 13,722 42,048 44,176
Net holding gain on trading securities 57,704 12,794 190,081 41,893
Amortization of held-to-maturity securities 1,235 1,133 3,626 3,326
Dividends 653 3,539 7,346 10,996
Other expenses (1,307) (713) (3,623) (2,565)
-------- -------- --------- ---------
Investment income 72,960 30,475 239,478 97,826
-------- -------- --------- ---------
INCOME BEFORE INCOME TAXES 137,161 94,014 425,846 280,423
INCOME TAXES - DEFERRED (6,944) (2,951) (9,999) (4,004)
-------- -------- --------- ---------
NET INCOME $130,217 $ 91,063 $ 415,847 $ 276,419
======== ======== ========= =========
NET INCOME PER SHARE $ .99 $ .67 $ 3.14 $ 2.05
======== ======== ========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
---------------------------------------
STATEMENTS OF CONSOLIDATED MEMBERS' EQUITY
------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
---------------------------------------------
(U.S.$ IN THOUSANDS)
--------------------
(UNAUDITED)
-----------
<TABLE>
<CAPTION>
Preference Common Stock Contributed Retained Total
Stock Shares Amount Surplus Earnings Members' Equity
---------- -------------------------------- ----------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Balance - January 1, 1996 $ --- 136,000 $13,600 $25,331 $1,592,561 $1,631,492
Net income --- --- --- --- 276,419 276,419
Dividend declared ($.72 per share) --- --- --- --- (97,920) (97,920)
Retirement of common stock --- (1,000) (100) --- (11,900) (12,000)
---------- ------- ------- ------- ---------- ----------
Balance - September 30, 1996 --- 135,000 $13,500 $25,331 $1,759 160 $1,797 991
========== ======= ======= ======= ========== ==========
Balance - January 1, 1997 $ --- 135,000 $13,500 $25,331 $1,883,966 $1,922,797
Net income --- --- --- --- 415,847 415,847
Dividend declared ($.90 per share) --- --- --- --- (117,101) (117,101)
Gain on issuance of common stock
held for stock plan --- --- --- 1,311 --- 1,311
Retirement of common stock --- (4,000) (400) --- (56,560) (56,960)
---------- ------- ------- ------- ---------- ----------
Balance - September 30, 1997 $ --- 131,000 $13,100 $26,642 $2,126,152 $2,165,894
========== ======= ======= ======= ========== ==========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
---------------------------------------
STATEMENTS OF CONSOLIDATED CASH FLOWS
-------------------------------------
(U.S.$ IN THOUSANDS)
--------------------
(Unaudited)
-----------
<TABLE>
<CAPTION>
Nine Months Ended September 30,
---------------------------------
1997 1996
---------------- ---------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 415,847 $ 276,419
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 22,467 12,438
Income taxes - deferred 9,999 4,004
Minority interest in earnings 218 ---
Net holding gain on trading securities (190,081) (41,893)
Proceeds from sale of investments 855,077 ---
Purchases of investments (799,038) (10,918)
Other 2,758 (5,816)
Changes in assets and liabilities:
Interest, premiums and other receivables (122,976) (27,968)
Rentals receivable (17,063) (11,108)
Deposits with insurers 5,096 8,366
Deferred acquisition costs (28,068) (18,605)
Other assets (35,535) (15,284)
Accrued losses and loss expenses 36,317 60,384
Accounts payable and other accruals (51,253) 9,572
Unearned premiums 128,211 62,672
--------- ---------
Net cash flow provided by operating activities 231,976 302,263
--------- ---------
Cash flow from investing activities:
Acquisition of office building --- (122,887)
Additions to fixed assets (10,605) (1,247)
--------- ---------
NET CASH FLOW USED BY INVESTING ACTIVITIES (10,605) (124,134)
--------- ---------
CASH FLOW FROM FINANCING ACTIVITIES:
Retirement of common stock (56,960) (12,000)
Borrowings 260,000 110,000
Repayment of debt (213,492) (121,652)
Dividends paid (117,101) (97,920)
--------- ---------
NET CASH FLOW USED BY FINANCING ACTIVITIES (127,553) (121,572)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 93,818 56,557
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD 394,343 327,259
--------- ---------
END OF PERIOD $ 488,161 $ 383,816
========= =========
AMOUNTS PAID FOR:
U.S. income taxes $ 953 $ 163
========= =========
Interest $ 27,513 $ 33,281
========= =========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
---------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
-----------
1. The accompanying consolidated financial statements include the accounts of
Overseas Partners Ltd. ("OPL") and its subsidiaries (collectively "Overseas").
Intercompany balances and transactions have been eliminated in consolidation.
The accounts have been prepared in accordance with accounting principles
generally accepted in the United States of America. The operating leases are
with subsidiaries of United Parcel Service of America Inc. ("UPS").
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128 "Earnings Per Share" effective for financial
statements issued for periods ending after December 15, 1997. The adoption of
this standard does not have a material effect on the consolidated financial
statements of Overseas Partners Ltd. and its subsidiaries.
Certain prior year amounts have been reclassified to conform to the current
year presentation.
Overseas is engaged in the property, casualty and specialty reinsurance
business and in the leasing and real estate business.
Net income per share is based on 131,000,000 shares at September 30, 1997 and
135,000,000 shares at September 30, 1996.
2. OPL is incorporated under the laws of the Islands of Bermuda and does not
consider itself to be engaged in a trade or business in the United States and,
therefore, does not expect to be subject to U.S. income taxes. Certain of OPL's
subsidiaries engage in business in the United States, primarily Overseas
Partners Capital Corp.("OPCC"), and as a result it, but not OPL, is subject to
U.S. income taxes. Under current Bermuda law, OPL is not obligated to pay any
tax in Bermuda based upon income or capital gains.
The United States Internal Revenue Service (IRS) has issued a Notice of
Deficiency with respect to the year 1984 in which it asserted that OPL is
subject to U.S. tax in the amount of $53 million for the year 1984, plus
penalties and interest. The Notice of Deficiency is based in large part on the
theory that OPL is liable for tax on income derived from reinsured excess value
package insurance purchased by UPS's customers from unrelated insurers. OPL
believes that the deficiency relating to package insurance sought by the IRS is
based on a number of inconsistent theories.
Agents for the IRS have also asserted that OPL is subject to U.S. taxation for
the tax years 1985 through 1987. The additional tax assessment proposed by the
agents relating to package insurance for this period is $240 million, plus
penalties and interest, and is based on the same theories included in the above
described Notice of Deficiency.
In August 1995, OPL contested the Notice of Deficiency related to the tax year
1984 by filing a Petition in the United States Tax Court. The Company has also
filed a Protest against the proposed assessment with the Appellate Division of
the IRS with respect to the years 1985 through 1987. The trial date is set for
December 8, 1997. Management believes that it has no tax liability, that it is
not subject to U.S. taxation, and that there is substantial authority for its
position.
The IRS may take similar positions to those in the reports described above for
periods after 1987. OPL will vigorously contest the Notice of Deficiency for
1984, the proposed assessment for the years 1985 through 1987 and any future
assessments.
3. OPL Common stock is subject, on certain dispositions, to its right of first
refusal and to a right of OPL to purchase its shares in certain circumstances.
Prior to August 7, 1996, these rights were held by UPS. In 1997 and 1996, OPL
purchased for cancellation, at book value per share, 4 million and 1 million
shares, respectively, of its Common stock. The balance of Common stock held for
stock plans as at September 30, 1997 was $25.0 million.
4. Cash and Investments consist of: (000's omitted)
September 30, December 31,
------------ -----------
1997 1996
----- ----
Trading $2,047,228 $1,818,834
Held-to-maturity 57,820 54,194
---------- ----------
$2,105,048 $1,873,028
========== ==========
5. In the opinion of Overseas, the accompanying interim unaudited consolidated
financial statements contain all adjustments, consisting solely of normal
recurring accruals, necessary to present fairly the financial position of
Overseas as of September 30, 1997 and the results of operations for the nine
months ended September 30, 1997 and 1996 and cash flows for the nine months
ended September 30, 1997 and 1996. The results of operations for the nine months
ended September 30, 1997 and 1996 are not necessarily indicative of the results
to be expected for the full year.
6. The Bermuda Insurance Act of 1978, Amendments thereto and related
Regulations require OPL and its reinsurance subsidiary, each to maintain a
minimum solvency margin and a liquidity ratio. For the nine months ended
September 30, 1997 and 1996, they each met these requirements.
<PAGE>
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
---------------------------------------
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
------------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(TRANSACTED IN U.S. DOLLARS)
----------------------------
Operations
- ----------
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
- ----------------------------------------------
Reinsurance:
- ------------
Gross reinsurance premiums written increased from $96.6 million to $113.1
million and reinsurance premiums earned increased from $130.9 million to $144.2
million for the three months ended September 30, 1997 as compared to the same
period of 1996. The increase in gross written premium and premiums earned was
primarily the result of other reinsurance premium growth. Other reinsurance
net premiums grew by $30.8 million. Excess value reinsurance premiums decreased
by $17.5 million due to the 15 day strike against UPS in August 1997. Net
underwriting income decreased by $4.4 million over last year since the increases
in underwriting income from other reinsurance programs were not sufficient to
completely offset the decreased underwriting income from excess value
reinsurance.
LEASING AND REAL ESTATE:
- ------------------------
Leasing and real estate income increased by $5.1 million over 1996. Revenues
increased by $26.5 million over 1996 primarily due to the three major properties
acquired in the second half of 1996. Interest expense increased from $9.8
million to $16.8 million in 1997 primarily due to the additional debt added in
connection with the acquisition of these properties.
INVESTMENT INCOME:
- ------------------
Investment income increased by $42.5 million from $30.5 million to $73.0
million for the three months ended September 30, 1997 as compared to the same
period in 1996. Net gains on trading securities increased from $12.8 million to
$57.7 million and realized gains increased from $2.2 million to $23.0 million.
Net gains on equities were $52.7 million reflecting the advances in the world
equity markets. Net gains on bonds were $5.0 million, reflecting decreases in
world interest rates.
NET INCOME:
- -----------
Net income for the quarter ended September 30, 1997 increased by $39.2 million
over the same period in 1996 primarily due to increased investment income. The
effects of the decreased excess value reinsurance premiums and underwriting
income from the 15 day strike against UPS in August 1997 were offset by
improvements in other reinsurance, leasing and real estate income. Net income
per share was 99 cents, a 32 cent per share increase over 1996.
<PAGE>
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
---------------------------------------
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
------------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(TRANSACTED IN U.S. DOLLARS)
----------------------------
Operations
- ----------
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
- ---------------------------------------------
Reinsurance:
- ------------
Gross reinsurance premiums written increased from $451.0 million to $572.6
million and reinsurance premiums earned increased from $388.3 million to $444.4
million in the nine months ended September 30, 1997 as compared to the same
period of 1996. This increase in reinsurance premiums written of $121.6 million
was primarily due to increased other reinsurance premiums of $135.8 million.
Other reinsurance premiums earned increased by $70.6 million as a result of the
addition of twelve new programs which contributed $49.9 million in 1997 and
increased premiums of $19.5 million on renewal programs. Excess value premiums
decreased primarily due to the 15 day strike against UPS in August 1997.
Underwriting income decreased $6.7 million over 1996 since the increases in
underwriting income from other reinsurance programs were not sufficient to
completely offset the decreased underwriting income from excess value
reinsurance.
LEASING & REAL ESTATE:
- ----------------------
Leasing and real estate income increased by $10.5 million over 1996. Revenues
increased by $75.3 million over 1996 mainly as a result of the acquisition of
three major properties in the third and fourth quarters of 1996. Interest
expense increased from $31.8 million to $48.2 million primarily due to the
additional debt added in connection with the acquisition of these same
properties.
INVESTMENT INCOME:
- ------------------
Investment income increased by $141.7 million from $97.8 million to $239.5
million in the nine months ended September 30, 1997 as compared to the same
period in 1996. Net gains on trading securities increased from $41.9 million to
$190.1 million with realized gains increasing from $1.1 million to $90.4
million. Net gains on equities were $188.0 million reflecting the advances in
all of the world equity markets. Net gains on bonds were $2.1 million.
NET INCOME:
- -----------
Net income for 1997 increased by $139.4 million over 1996 primarily due to
increased investment income. The effects of the decreased excess value
reinsurance premiums and underwriting income from the 15 day strike against UPS
in August 1997 were offset by improvements in other reinsurance, leasing and
real estate income. Net income per share was $3.14, a $1.09 per share increase
over 1996.
<PAGE>
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
---------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(TRANSACTED IN U.S. DOLLARS)
----------------------------
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Overseas believes that its investments and cash flow from operations are
adequate sources of capital and liquidity for the payment of claims and the
conduct of its existing leasing and real estate operations. Overseas further
believes that its strong capital position will permit continued expansion of its
reinsurance business, should appropriate opportunities arise. In the event
Overseas decides to purchase additional capital assets, it may, as demonstrated
by its existing portfolio of assets, finance such purchases from internally
generated funds or by outside borrowing which Overseas believes would be readily
available to it.
Overseas' investment policies are designed to achieve enhanced returns to
shareowners, measured over conventional medium to long-term market cycle
periods. Overseas primarily invests in highly liquid debt securities of
governments, government agencies, financial institutions and utilities in its
fixed income portfolio and in stocks drawn mainly from within the S&P 500 Index
for its equity portfolio. Increases in interest rates could have a negative
effect on the value of the bonds and equities comprised within its investment
portfolio. However, Overseas expects that an increase in interest rates will
have no material, adverse effect on overall liquidity.
Because the liquidity of Overseas' investments permits Overseas to respond
quickly to changing market conditions, Overseas' investments are not
significantly affected by inflation. Inflation, including inflation in damage
awards and costs, can substantially increase the ultimate cost of settlement in
certain types of insurance. This is because the actual payment of claims may
take place a number of years after the provisions for losses are reflected in
the financial statements. Overseas will, on the other hand, earn income on the
funds retained for a period of time until eventual payment of a claim.
Overseas believes that its borrowing capabilities and cash flows from
reinsurance, investments and leasing and real estate operations will be a
sufficient source of capital for its ongoing operations. On a long-term basis,
Overseas believes that its resources and available credit capability will
continue to be adequate to meet any obligations likely to arise under its
existing lines of business, and that its resources are sufficient to allow it to
underwrite additional reinsurance business as well as to acquire additional
capital assets in the future.
<PAGE>
OVERSEAS PARTNERS LTD. AND SUBSIDIARIES
---------------------------------------
PART II , OTHER INFORMATION
----------------------------
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
- ------ --------------------------------
a) Exhibits: 27 - Financial Data Schedule (For SEC use only)
--------
b) Reports on Form 8-K: No reports on Form 8-K were filed during the quarter
--------------------
ended September 30, 1997.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf by the
undersigned, thereunto duly authorized, in the city of Hamilton, Bermuda.
Date: November 7, 1997 OVERSEAS PARTNERS LTD.
Signed in Hamilton, Bermuda
By: /S/ BRUCE M. BARONE
-----------------------
Bruce M. Barone
Chief Executive Officer and
President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<LEGEND>
This schedule contains summary financial information extracted from Overseas'
Consolidated Balance Sheets and the Statements of Consolidated Income and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<DEBT-HELD-FOR-SALE> 0
<DEBT-CARRYING-VALUE> 57,820
<DEBT-MARKET-VALUE> 81,571
<EQUITIES> 1,042,409
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 1,616,887
<CASH> 488,161
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 55,172
<TOTAL-ASSETS> 3,611,337
<POLICY-LOSSES> 301,483
<UNEARNED-PREMIUMS> 232,623
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 760,256
0
0
<COMMON> 13,100
<OTHER-SE> 2,152,794
<TOTAL-LIABILITY-AND-EQUITY> 3,611,337
444,403
<INVESTMENT-INCOME> 139,757
<INVESTMENT-GAINS> 90,361
<OTHER-INCOME> 176,742
<BENEFITS> 220,454
<UNDERWRITING-AMORTIZATION> 52,777
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 425,846
<INCOME-TAX> 9,999
<INCOME-CONTINUING> 415,847
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 415,847
<EPS-PRIMARY> 3.14
<EPS-DILUTED> 0
<RESERVE-OPEN> 0<F1>
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
<FN>
<F1>AMOUNTS FOR SECURITIES ACT INDUSTRY GUIDE 6 AND EXCHANGE ACT INDUSTRY GUIDE
4 DISCLOSURES ARE REQUIRED FOR ANNUAL FILINGS ONLY. ACCORDINGLY, NO AMOUNTS WILL
BE REPORTED FOR INTERIM FILINGS.
</FN>
</TABLE>
