FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(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
[ ] 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 0-14470
INVESTORS FIRST-STAGED EQUITY L.P.
(Exact name of small business issuer as specified in its charter)
Delaware 36-3310965
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands, except unit data)
June 30, 2000
<TABLE>
<CAPTION>
Assets
<S> <C> <C>
Cash and cash equivalents $ 2,536
Receivables and deposits 570
Restricted escrows 502
Other assets 646
Investment properties:
Land $ 6,431
Buildings and related personal property 29,744
36,175
Less accumulated depreciation (22,089) 14,086
$ 18,340
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 52
Accrued interest 342
Tenant security deposit liabilities 291
Disposition fee payable to affiliates of General
Partner 603
Other liabilities 51
Advances from affiliates of General Partner 340
Mortgage notes payable 30,090
Partners' Deficit
General partner $ (120)
Limited partners (16,261.152 units issued and
outstanding) (13,309) (13,429)
$ 18,340
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
b)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
(restated) (restated)
Revenues:
<S> <C> <C> <C> <C>
Rental income $ 1,449 $ 1,362 $ 2,865 $ 2,715
Other income 82 61 208 130
Total revenues 1,531 1,423 3,073 2,845
Expenses:
Operating 364 408 766 799
General and administrative 32 34 82 91
Depreciation 384 356 765 716
Interest 572 550 1,116 1,094
Property taxes 108 115 210 193
Total expenses 1,460 1,463 2,939 2,893
Income (loss) from continuing operations 71 (40) 134 (48)
Income from discontinued operations -- 138 -- 249
Net income $ 71 $ 98 $ 134 $ 201
Net income allocated to general
partner (1%) $ 1 $ 1 $ 1 $ 2
Net income allocated to limited
partners (99%) 70 97 133 199
Net income $ 71 $ 98 $ 134 $ 201
Net income (loss) per limited partnership unit:
Income (loss) from continuing operations $ 4.30 $ (2.43) $ 8.18 $ (2.92)
Income from discontinued operations -- 8.40 -- 15.16
Net income $ 4.30 $ 5.97 $ 8.18 $ 12.24
Distributions per limited partnership
unit $ -- $ -- $473.58 $ --
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
c)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
(Unaudited)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
Partners' deficit at
<S> <C> <C> <C> <C> <C> <C>
December 31, 1999 16,261.152 $ (121) $ (5,741) $ (5,862)
Distributions to limited
partners -- -- (7,701) (7,701)
Net income for the six months
ended June 30, 2000 -- 1 133 134
Partners' deficit
at June 30, 2000 16,261.152 $ (120) $(13,309) $(13,429)
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
d)
INVESTORS FIRST-STAGED EQUITY L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
2000 1999
Cash flows from operating activities:
<S> <C> <C>
Net income $ 134 $ 201
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 765 958
Amortization of loan costs and leasing commissions 50 83
Change in accounts:
Receivables and deposits 10 (9)
Other assets (26) (32)
Accounts payable 5 (9)
Accrued interest 199 14
Tenant security deposit liabilities 15 17
Other liabilities (84) (20)
Net cash provided by operating activities 1,068 1,203
Cash flows from investing activities:
Property improvements and replacements (370) (111)
Net withdrawals from (deposits to) restricted escrows 40 (139)
Lease commissions paid -- (34)
Net cash used in investing activities (330) (284)
Cash flows from financing activities:
Distributions to limited partners (7,701) --
Payments on mortgage notes payable (115) (501)
Net cash used in financing activities (7,816) (501)
Net (decrease) increase in cash and cash equivalents (7,078) 418
Cash and cash equivalents at beginning of period 9,614 1,184
Cash and cash equivalents at end of period $ 2,536 $ 1,602
Supplemental disclosure of cash flow information:
Cash paid for interest $ 865 $ 1,557
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
e)
INVESTORS FIRST-STAGED EQUITY L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Going Concern
The accompanying consolidated financial statements have been prepared assuming
Investors First-Staged Equity L.P. (the "Partnership or "Registrant") will
continue as a going concern. During the fourth quarter of 1999, the Partnership
was notified that it is in default on the Residual Proceeds Agreements relating
to Rivercrest Village Apartments and Richardson Highlands Apartments, the two
remaining investment properties owned by the Partnership. These agreements
require, among other things, that each property be marketed for sale six months
prior to January 15, 2000, which was the maturity date of the subordinated notes
payable, and that half of certain residual proceeds from the sale be paid to the
lender. The Partnership did not market these properties for sale in accordance
with the agreements, which also provide that the lender may commence an action
for the appointment of a receiver to sell each property. If the properties are
not sold within 180 days thereafter, the lender may foreclose on the properties.
After notifying the Partnership of such defaults, the lender proposed that a
party believed by the Partnership to be an affiliate of the lender purchase the
properties. However, MAERIL, Inc. (the "General Partner") believes that the
Residual Proceeds Agreement may no longer be effective, since the debt was
repaid in full prior to maturity. The Partnership currently is in discussions
with the lender with respect to the resolution of these issues.
There can be no assurance that a receiver will not be appointed for the
properties or that the properties will not be sold or foreclosed upon. If the
Partnership loses its remaining investment properties through sale or
foreclosure, then it will be forced to terminate.
As a result of the above, there is substantial doubt about the Partnership's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or amounts and classification of
liabilities that may result from this uncertainty.
Note B - Basis of Presentation
The accompanying unaudited consolidated financial statements of the Partnership
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
Item 310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of the General Partner, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and six
month periods ended June 30, 2000, are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Partnership's Annual Report on Form 10-KSB for the year
ended December 31, 1999.
Reclassifications
Certain reclassifications have been made to the 1999 financial statements to
conform with the 2000 presentation.
Principles of Consolidation
The financial statements include all the accounts of the Partnership and its
three 99.99% owned partnerships. The General Partner of the consolidated
partnerships is MAERIL, Inc. MAERIL, Inc. may be removed as the general partner
of the consolidated partnerships by the Registrant; therefore, the consolidated
partnerships are controlled and consolidated by the Registrant. All significant
interpartnership balances have been eliminated.
Note C - Transfer of Control
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in
the General Partner. The General Partner does not believe that this transaction
has had or will have a material effect on the affairs and operations of the
Partnership.
Note D - Transactions with Affiliates and Related Parties
The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.
The Partnership Agreement provides for (i) certain payments to affiliates for
services and (ii) reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership. The following payments were made or accrued to the
General Partner and its affiliates during the six months ended June 30, 2000 and
1999:
2000 1999
(in thousands)
Property management fees (included in
operating expenses) $118 $113
Reimbursement for services of affiliates
(included in general and administrative
expense) 37 57
Real estate brokerage commission due to
general partner (included in disposition
fee payable to General Partner) 603 --
During the six months ended June 30, 2000 and 1999, affiliates of the General
Partner were entitled to receive 5% of gross receipts from both of the
Registrant's residential properties as compensation for providing property
management services. The Registrant paid to such affiliates approximately
$118,000 and $113,000 for the six months ended June 30, 2000 and 1999,
respectively.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $37,000 and $57,000 for the
six months ended June 30, 2000 and 1999, respectively.
In prior years the Partnership was advanced funds from a former General Partner
in order to meet its existing obligations. Interest accrues on these advances at
rates agreed to by the Partnership and the former General Partner. The interest
rates at June 30, 2000 ranged from 4.70% to 9.50%. The unpaid balance on these
advances at June 30, 2000 and the related accrued interest is approximately
$340,000 and $166,000, respectively.
In connection with the sale of Serramonte Plaza in December 1999, a commission
of approximately $603,000 was accrued to the General Partner in accordance with
the terms of the Partnership Agreement. Payment of the commission will not be
made until the limited partners have received distributions equal to their
original invested capital plus a 6% per annum non-compounded cumulative
preferred return on their adjusted invested capital.
AIMCO and its affiliates currently own 2,497.46 limited partnership units in the
Partnership representing 15.36% of the outstanding units. A number of these
units were acquired pursuant to tender offers made by AIMCO or its affiliates.
It is possible that AIMCO or its affiliates will make one or more additional
offers to acquire additional limited partnership interests in the Partnership
for cash or in exchange for units in the operating partnership of AIMCO. Under
the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. When voting on
matters, AIMCO would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the General Partner because of their affiliation
with the General Partner.
Note E - Disposition of Property/Operating Segment
On December 16, 1999, Serramonte Plaza, located in Daly City, California, was
sold to an unaffiliated third party. Serramonte Plaza was the only commercial
property owned by the Partnership and represented one segment of the
Partnership's operations. Due to the sale of this property, the results of the
commercial segment have been shown as income from discontinued operations.
Accordingly, the consolidated 1999 statement of operations has been restated to
reflect this presentation. Revenues of this property were approximately $813,000
and $1,584,000 for the three and six month periods ended June 30, 1999,
respectively. Income from discontinued operations was approximately $138,000 and
$249,000 for the three and six month periods ended June 30, 1999, respectively.
Note F - Segment Information
Description of the types of products and services from which the reportable
segment derives its revenues:
The Partnership had two reportable segments: residential properties and a
commercial property. The Partnership's residential property segment consists of
two apartment complexes both of which are located in California. The Partnership
rents apartment units to tenants for terms that are typically twelve months or
less. The commercial property segment consisted of office space located in
Serramonte, California, which was sold on December 16, 1999. As a result of the
sale of the commercial property during 1999, the commercial segment is shown as
a discontinued operation.
Measurement of segment profit or loss:
The Partnership evaluates performance based on segment profit (loss) before
depreciation. The accounting policies of the reportable segments are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.
Factors management used to identify the enterprise's reportable segment:
The Partnership's reportable segments consist of investment properties that
offer different products and services. The reportable segments are each managed
separately because they provide distinct services with different types of
products and customers.
Segment information for the three and six months ended June 30, 2000 and 1999 is
shown in the tables below (in thousands). The "Other" column includes
Partnership administration related items and income and expense not allocated to
the reportable segments.
Three Months Ended June 30, 2000
Residential Other Totals
Rental income $ 1,449 $ -- $1,449
Other income 72 10 82
Interest expense 572 -- 572
Depreciation 384 -- 384
General and administrative expenses -- 32 32
Segment profit (loss) 76 (5) 71
Six Months Ended June 30, 2000
Residential Other Totals
Rental income $ 2,865 $ -- $2,865
Other income 131 77 208
Interest expense 1,116 -- 1,116
Depreciation 765 -- 765
General and administrative expenses -- 82 82
Segment profit (loss) 139 (5) 134
Total assets 16,949 1,391 18,340
Capital expenditures 370 -- 370
<TABLE>
<CAPTION>
Three Months Ended June 30, 1999
Residential Commercial Other Totals
(discontinued)
<S> <C> <C> <C> <C>
Rental income $ 1,362 $ -- $ -- $ 1,362
Other income 55 -- 6 61
Interest expense 550 -- -- 550
Depreciation 356 -- -- 356
General and administrative expense -- -- 34 34
Income from discontinued operations -- 138 -- 138
Segment profit (loss) (12) 138 (28) 98
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 1999
Residential Commercial Other Totals
(discontinued)
<S> <C> <C> <C> <C>
Rental income $ 2,715 $ -- $ -- $ 2,715
Other income 118 -- 12 130
Interest expense 1,094 -- -- 1,094
Depreciation 716 -- -- 716
General and administrative expense -- -- 91 91
Income from discontinued operations -- 249 -- 249
Segment profit (loss) 31 249 (79) 201
Total assets 17,177 8,328 678 26,183
Capital expenditures 93 18 -- 111
</TABLE>
Note G - Distributions
A distribution of approximately $7,701,000 from the proceeds of the sale of
Serramonte Plaza (approximately $473.58 per limited partnership unit) was made
during the six month period ended June 30, 2000. No cash distributions were paid
during the six months ended June 30, 1999.
Note H - Legal Proceedings
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussions of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of two apartment complexes. The
following table sets forth the average occupancy for these properties for the
six months ended June 30, 2000 and 1999:
Average Occupancy
Property 2000 1999
Rivercrest Village Apartments 93% 91%
Sacramento, California
Richardson Highlands Apartments 99% 99%
Marin City, California
Results of Operations
The Registrant's net income for the three and six months ended June 30, 2000 was
approximately $71,000 and $134,000 respectively, compared to net income of
approximately $98,000 and $201,000, respectively, for the three and six months
ended June 30, 1999. The decrease in net income for the three and six months
ended June 30, 2000 is primarily attributable to a decrease in income from
discontinued operations as a result of the sale of the Partnership's sole
commercial property, Serramonte Plaza on December 16, 1999.
Excluding the impact of the operations of the commercial property sold during
1999, the net income from continuing operations for the three and six months
ended June 30, 2000 was approximately $71,000 and $134,000, respectively
compared to a net loss of approximately $40,000 and $48,000, respectively for
the three and six months ended June 30, 1999. The increase in net income from
continuing operations was due to an increase in total revenues for the three and
six months ended June 30, 2000. Partially offsetting the increase in total
revenues for the six months ended June 30, 2000 was an increase in total
expenses. For the three months ended June 30, 2000 total expenses remained
relatively constant. The increase in total revenues was the result of increases
in rental income and other income. Rental income increased primarily as a result
of the increase in occupancy at Rivercrest Village Apartments and an increase in
average rental rates at both Rivercrest Village Apartments and Richardson
Highlands Apartments. The increase in other income was primarily due to higher
interest income as a result of an increase in cash balances held in interest
bearing accounts.
Total expenses increased for the six months ended June 30, 2000 as a result of
increases in property tax, depreciation, and interest expenses which were
partially offset by a decrease in operating and general and administrative
expenses. Property tax expense increased for the six months ended June 30, 2000
as a result of an increase in the assessed value of Richardson Highlands
Apartments. Depreciation expense increased for the six months ended June 30,
2000 as a result of significant capital improvements placed in service during
the past twelve months. Interest expense increased for the three and six months
ended June 30, 2000 as a result of a small understatement of loan cost
amortization and interest owed to affiliates during the first six month of 1999.
Operating expenses decreased as a result of a decrease in advertising expense as
a result of an increase in occupancy at Rivercrest Village Apartments. General
and administrative expense decreased for the six months ended June 30, 2000 as a
result of a decrease in professional expenses and general costs of the
Partnership. Included in general and administrative expenses for the six months
ended June 30, 2000 and 1999 are management reimbursements to the General
Partner allowed under the Partnership Agreement. In addition, costs associated
with the quarterly and annual communications with investors and regulatory
agencies and the annual audit required by the Partnership Agreement are also
included.
As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment properties to assess
the feasibility of increasing rents, maintaining or increasing occupancy levels
and protecting the Partnership from increases in expenses. As part of this plan,
the General Partner attempts to protect the Partnership from the burden of
inflation-related increases in expenses by increasing rents and maintaining a
high overall occupancy level. However, due to changing market conditions which
can result in the use of rental concessions and rental reductions to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.
Liquidity and Capital Resources
At June 30, 2000, the Registrant had cash and cash equivalents of approximately
$2,536,000 as compared to approximately $1,602,000 at June 30, 1999. Cash and
cash equivalents decreased approximately $7,078,000 for the six months ended
June 30, 2000 from the Registrant's year end, primarily due to approximately
$7,816,000 of cash used in financing activities, and approximately $330,000 of
cash used in investing activities which were partially offset by approximately
$1,068,000 of cash provided by operating activities. Cash used in financing
activities consisted of distributions to limited partners and, to a lesser
extent, principal payments on the mortgages encumbering the Registrant's
properties. Cash used in investing activities consisted of property improvements
and replacements partially offset by net withdrawals from the escrow accounts
maintained by the mortgage lender. The Registrant invests its working capital
reserves in money market accounts.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements planned
for each of the Partnership's properties are detailed below.
Rivercrest Village Apartments
Capital improvements budgeted for, but not limited to, approximately $587,000
are planned for 2000 at this property consisting primarily of roof replacements,
fencing replacements, floor covering and appliance replacements, and major
landscaping. As of June 30, 2000 approximately $323,000 of capital improvements
have been incurred consisting primarily of roof replacements, siding
replacements, appliances and floor covering replacements. These improvements
were funded from operations and Partnership reserves.
Richardson Highlands Apartments
Capital improvements budgeted for, but not limited to, approximately $121,000
are planned for 2000 at this property consisting primarily of appliance and
floor covering replacements, and pavement resurfacing. As of June 30, 2000
approximately $47,000 of capital improvements have been incurred consisting
primarily of appliances, maintenance equipment, cabinet and floor covering
replacements. These improvements were funded from operating cash flows and
replacement reserves.
The additional capital expenditures will be incurred only if cash is available
from operations or Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $30,090,000 has maturity dates of January 2005 and
January 2008, with balloon payments due at maturity, at which time the
properties will either be refinanced and/or sold.
During the fourth quarter of 1999, the Partnership was notified that it is in
default on the Residual Proceeds Agreements relating to Rivercrest Village
Apartments and Richardson Highlands Apartments, the two remaining investment
properties owned by the Partnership. These agreements require, among other
things, that each property be marketed for sale six months prior to January 15,
2000, which was the maturity date of the subordinated notes payable, and that
half of certain residual proceeds from the sale be paid to the lender. The
Partnership did not market these properties for sale in accordance with the
agreements, which also provide that the lender may commence an action for the
appointment of a receiver to sell each property. If the properties are not sold
within 180 days thereafter, the lender may foreclose on the properties. After
notifying the Partnership of such defaults, the lender proposed that a party
believed by the Partnership to be an affiliate of the lender purchase the
properties. However, the General Partner believes that the Residual Proceeds
Agreement may no longer be effective, since the debt was repaid in full prior to
maturity. The Partnership currently is in discussions with the lender with
respect to the resolution of these issues.
There can be no assurance that a receiver will not be appointed for the
properties or that the properties will not be sold or foreclosed upon. If the
Partnership loses its remaining investment properties through sale or
foreclosure, then it will be forced to terminate.
As a result of the above, there is substantial doubt about the Partnership's
ability to continue as a going concern. The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or amounts and classification of liabilities that may
result from this uncertainty.
A distribution of approximately $7,701,000 from the proceeds of the sale of
Serramonte Plaza (approximately $473.58 per limited partnership unit) was made
during the six month period ended June 30, 2000. No cash distributions were paid
during the six months ended June 30, 1999. The Registrant's distribution policy
is reviewed on an annual basis. Future cash distributions will depend on the
levels of net cash generated from operations, the availability of cash reserves,
debt maturities, refinancings, and/or property sales. There can be no assurance,
however, that the Registrant will generate sufficient funds from operations,
after required capital improvement expenditures, to permit additional
distributions to its partners during the remainder of 2000 or subsequent
periods.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended June 30, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INVESTORS FIRST-STAGED EQUITY L.P.
(Registrant)
By: MAERIL, Inc.,
Its General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Martha L. Long
Martha L. Long
Senior Vice President and
Controller
Date: August 11, 2000
