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 March 31, 1994
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: 0-15463
MENDIK REAL ESTATE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
New York 11-2774249
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) identification No.)
3 World Financial Center, New York, NY 10285
(Address of principal executive offices) (Zip code)
(212) 526-3237
(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
INDEX
Page No.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at
March 31, 1994 and December 31, 1993 3
Consolidated Statements of Operations
for the three months ended
March 31, 1994 and 1993 4
Consolidated Statement of Partners' Capital
(Deficit) for the three months ended
March 31, 1994 5
Consolidated Statements of Cash Flows for
the three months ended March 31, 1994 and 1993 6
Notes to the Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II OTHER INFORMATION
Items 1-6 12
Signatures 13
<TABLE>
<CAPTION>
Consolidated Balance Sheets
March 31, December 31,
Assets 1994 1993
<S> <C> <C>
Real estate investments, at cost:
Land $ 27,137,084 $ 27,137,084
Buildings and improvements 198,262,083 200,255,154
225,399,167 227,392,238
Less-accumulated depreciation (43,890,327) (44,575,753)
181,508,840 182,816,485
Properties held for disposition 19,184,579 18,950,000
Less-accumulated depreciation (242,652) -
18,941,927 18,950,000
Cash and cash equivalents 9,627,066 10,346,684
Restricted cash 1,032,429 2,390,734
Rents and other receivables (includes
deferred rent receivable of
$14,419,612 in 1994 and $14,366,146
in 1993) 15,275,098 15,162,790
Prepaid expenses 26,861 26,861
Other assets, net of accumulated
amortization of $4,859,487 in 1994
and $5,035,517 in 1993 10,039,996 8,104,716
Total Assets $236,452,217 $237,798,270
Liabilities and Partners' Capital (Deficit)
Liabilities:
Accounts payable and accrued
expenses $ 2,076,957 $ 1,335,734
Due to affiliates 895,799 1,349,919
Security deposits payable 999,534 1,007,873
Accrued interest payable 2,453,318 2,090,609
Mortgage and notes payable 107,180,836 107,042,677
Deferred interest payable 798,777 798,777
Total Liabilities 114,405,221 113,625,589
Minority interest 42,519,230 42,946,374
Partners' Capital (Deficit):
General Partners (1,442,345) (1,425,360)
Special Limited Partner (471,998) (471,998)
Limited Partners 81,442,109 83,123,665
Total Partners' Capital 79,527,766 81,226,307
Total Liabilities and
Partners' Capital $236,452,217 $237,798,270
</TABLE>
<TABLE>
<CAPTION>
Consolidated Statements of Operations
For the three months ended March 31, 1994 and 1993
Income 1994 1993
<S> <C> <C>
Rent $ 8,355,166 $ 8,344,053
Interest 68,123 54,355
Total Income 8,423,289 8,398,408
Expenses
Property operating 5,369,103 5,326,578
Depreciation and amortization 2,666,723 2,586,988
Interest 2,418,345 2,470,564
General and administrative 94,803 141,169
Total Expenses 10,548,974 10,525,299
Loss before minority interest (2,125,685) (2,126,891)
Minority interest in loss of
consolidated venture 427,144 452,465
Net Loss $(1,698,541) $ (1,674,426)
Net Loss Allocated:
To the General Partners $ (16,985) $ (16,744)
To the Limited Partners (1,681,556) (1,657,682)
$(1,698,541) $ (1,674,426)
Per limited partnership unit
(395,169) outstanding $ (4.26) $ (4.19)
</TABLE>
<TABLE>
<CAPTION>
Consolidated Statement of Partners' Capital (Deficit)
For the three months ended March 31, 1994
Special
Limited General Limited Total
Partners' Partners' Partner's Partners'
Capital Deficit Deficit Capital
<S> <C> <C> <C> <C>
Balance at
December 31, 1993 $83,123,665 $(1,425,360) $(471,998) $81,226,307
Net loss (1,681,556) (16,985) - (1,698,541)
Balance at
March 31, 1994 $81,442,109 $(1,442,345) $(471,998) $79,527,766
</TABLE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
For the three months ended March 31, 1994 and 1993
Cash Flows from Operating Activities: 1994 1993
<S> <C> <C>
Net loss $(1,698,541) $(1,674,426)
Adjustments to reconcile net
loss to net cash provided by (used for)
operating activities:
Depreciation and amortization 2,666,723 2,586,988
Minority interest in loss of
consolidated venture (427,144) (452,465)
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Restricted cash 1,358,305 (23,479)
Rent and other receivables (112,308) 980,506
Other assets (2,379,275) (2,743,813)
Accounts payable and accrued
expenses 741,223 (930,050)
Due to affiliates (454,120) 278,326
Security deposits payable (8,339) 5,090
Accrued interest payable 362,709 (284,551)
Deferred interest payable - 14,142
Net cash provided by (used for)
operating activities 49,233 (2,243,732)
Cash Flows from Investing Activities:
Additions to real estate assets (907,010) (266,019)
Net cash used for investing activities (907,010) (266,019)
Cash Flows from Financing Activities:
Proceeds from mortgage note payable 138,159 671,384
Net cash provided by financing activities 138,159 671,384
Net decrease in cash and cash equivalents (719,618) (1,838,367)
Cash and cash equivalents at beginning of period 10,346,684 10,429,370
Cash and cash equivalents at end of period $ 9,627,066 $ 8,591,003
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 2,055,636 $ 2,740,973
</TABLE>
Notes to the Consolidated Financial Statements
The unaudited financial statements presented should be read in conjunction with
the Partnership's annual 1993 audited financial statements within Form 10-K.
The unaudited interim financial statements include all adjustments consisting
of only normal recurring accruals which are, in the opinion of management,
necessary to fairly present the statement of financial position as of March 31,
1994 and the results of operations, changes in partners' capital (deficit), and
cash flows for the three months then ended. Results of operations for the
period are not necessarily indicative of the results to be expected for the
full year.
The following significant events have occurred, subsequent to fiscal year 1993,
or the following material contingencies exist, and require disclosure in this
interim report per Regulation S-X, Rule 10-01, Paragraph (a)(5).
The Stamford Property
Effective January 1, 1994, the Partnership executed a ten-year lease
extension with D&B Computing Services Inc. ("D&B") for approximately 43,000
square feet in 1351 Washington Boulevard, Stamford, Connecticut (the "Stamford
Property"). However, the new rental rate D&B is paying represents a
substantial reduction from the rate paid previously, reflecting current market
conditions in Stamford. As a result of the decline in the property's cash
flow, the Partnership was unable to make full payment of debt service due on
February 10, 1994, March 10, 1994, April 10, 1994 and May 10, 1994 with respect
to the $12.5 million non-recourse first mortgage loan to which the Stamford
Property is subject (the "Stamford Loan"). Consequently, the Partnership is in
default under the terms of the Stamford Loan. The General Partners are now
attempting to sell the Stamford Property. In addition, the General Partners
are seeking a short-term agreement from the lender, pursuant to which the
lender would forbear from exercising its remedies under the Stamford Loan and
Mendik Realty would continue to defer its management fees and leasing
commissions with respect to the Stamford Property. The Partnership would then
continue efforts to sell the Stamford Property or refinance the Stamford Loan
during the forbearance period. However, in light of the fact that the
appraised value of the Stamford Property at December 31, 1993 was less than the
mortgage, and the lender is unlikely to accept a pay off of its mortgage at a
discount, it is unlikely that a sale or refinancing, if achieved, would result
in any cash proceeds being available for distribution. If the Partnership were
unable to pay off the Stamford Loan within the forbearance period, the
Partnership would transfer the deed in lieu of a foreclosure in order to
provide an orderly and efficient transfer of title to the Stamford Property to
the lender. Should title to the Stamford Property ultimately be transferred to
the lender, it would result in the loss of the Partnership's investment in the
Property.
Part I., Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
The commercial real estate market in the Greater New York Metropolitan Area
remains weak. As vacancy rates have risen, increased competition among
landlords has led to lower rents and increasingly generous tenant concession
packages in the form of tenant improvements and free-rent periods. The
significant cost of tenant improvements required to be funded under both new
and renewal leases has sharply increased the demand for capital by landlords,
including the Partnership. Expenditures for tenant improvements have
contributed to the Partnership's reduced liquidity. In order to conserve the
Partnership's limited resources, the General Partners have pursued a strategy
intended to position each of the Partnership's four properties, to the extent
possible, to meet its operating and other expenses as they come due using only
the operating income generated by that Property, and, if necessary, proceeds
from borrowings secured by such Property.
During the first quarter of 1994, the Partnership funded operating costs, the
cost of tenant improvements, leasing commissions, and building capital
improvements from seven sources: (i) positive cash flow generated by the
approximately 60% joint venture interest in the Property located at Two Park
Avenue, New York, New York (the "Park Avenue Property") and the Partnership's
leasehold interest in 550/600 Mamaroneck Avenue, Harrison, New York (the "Saxon
Woods Corporate Center"), (ii) Partnership reserves, (iii) funds provided by
certain unsecured loans and the deferral of property management fees by certain
affiliates of the General Partners, (iv) additional borrowings from the $6.5
million non-recourse line of credit (the "Saxon Woods Line of Credit") secured
by a first leasehold mortgage on the Partnership's leasehold interest in the
Saxon Woods Corporate Center, (v) a portion of the $1.25 million security
deposit maintained by the unaffiliated ground lessor for the Property located
at 330 West 34th Street, New York, New York (the "34th Street Property"), (vi)
the release of approximately $1 million of the lockbox funds required by The
First National Bank of Chicago ("FNBC") pursuant to the terms of the
Forbearance Agreement with the 34th Street Property and (vii) the release of
the escrowed funds amounting to approximately $280,000 required by New York
Life Insurance Company ("New York Life") pursuant to the previously
restructured Stamford Loan. It is expected that the availability of funds from
certain of these sources will be reduced in the future.
Park Avenue Property - Although the Partnership has continued to lease space at
the Property, with the continuing softness in the real estate market, new and
renewal leases generally have been signed at rental rates significantly less
than the rental rates received on leases signed in the mid-1980s. The
Property's cash flow, however, is expected to remain stable for the foreseeable
future because rental rate increases negotiated in leases signed in earlier
years have offset the lower market rental rates reflected in the leases
recently signed by the Partnership.
The Park Avenue Property currently generates, and is expected to generate in
the future, sufficient revenue to cover operating expenses and debt service
obligations. The indebtedness secured by the Park Avenue Property currently
matures in 1998 (or 1996 at the option of the lender). The Partnership
expects, as the maturity of the loan approaches, to commence negotiations to
extend the existing loan or to seek refinancing. However, as a result of the
current lack of liquidity in the financial marketplace, no assurances can be
made that the Partnership will be able to extend with the existing lender or
refinance with a new lender, on terms acceptable to the Partnership or at all.
Saxon Woods Corporate Center - The Partnership expects that cash flow from the
Saxon Woods Corporate Center will cover operating expenses and debt service
obligations in 1994. Although the Saxon Woods Line of Credit is in the amount
of up to $6.5 million, as a result of Section 13(d) (xviii) of the Partnership
Agreement, which prohibits the Partnership from incurring indebtedness secured
by a Property in excess of 40% of the then-appraised value of such Property (or
40% of the value of such Property as determined by the lender as of the date of
financing or refinancing, if such value is lower), the Partnership is permitted
to borrow only $6 million based on the most recent appraisal of the Saxon Woods
Corporate Center which as of December 31, 1993 was $15 million. The loan
agreement provides that all available cash flow from the Property will be used
for expenses incurred at the Property prior to borrowing any additional funds
under the Saxon Woods Line of Credit. The General Partners expect that
additional leasing activity, the costs of which partially will be funded by
borrowing amounts remaining available under the Saxon Woods Line of Credit, may
result in an increase in the appraised value of the Property thereby enabling
the Partnership to borrow the additional amounts available under the Saxon
Woods Line of Credit up to the full amount of $6.5 million. There can be no
assurance that the Property's appraised value will increase in the future which
would enable the Partnership to borrow additional funds. As of March 31, 1994,
the Partnership had borrowed $4,680,836 under the Saxon Woods Line of Credit.
The Partnership has made commitments to borrow an additional $362,000 which
would increase the total borrowings on the Saxon Woods Line of Credit to
$5,042,836.
The indebtedness secured by the Saxon Woods Corporate Center currently matures
in 1996. The Partnership expects, as the maturity of the loan approaches, to
commence negotiations to extend the existing loan or to seek refinancing.
However, as a result of the current lack of liquidity in the financial
marketplace, no assurances can be made that the Partnership will be able to
extend with the existing lender or refinance with a new lender, on terms
acceptable to the Partnership or at all.
34th Street Property - On February 17, 1993, the Partnership signed a long-term
lease with the City of New York effective August 1, 1992 for approximately
300,000 square feet in the 34th Street Property. The City has the right to
terminate the lease without penalty provided the City gives the Partnership one
year's notice of its intent to terminate the lease. Should it terminate the
lease, the City would be required to pay the Partnership for certain
improvement costs as defined in the lease. The terms of the lease call for the
City to make annual base rental payments of approximately $5.4 million and pay
its proportionate share of increases in real estate taxes and operating
expenses. Per the terms of the lease, approximately $1.25 million is being
spent by the Partnership for tenant improvements required under the terms of
the lease. In order to fund the tenant improvements required by the City
lease, the Partnership negotiated an agreement with the unaffiliated ground
lessor pursuant to which the ground lessor agreed to make available the $1.25
million that was being held as security under the ground lease. As of March
31, 1994, virtually all of these funds had been spent or earmarked to be spent.
The ground lessor also agreed to waive the lease requirement that the
Partnership deposit an additional $1 million as security with the ground lessor
in connection with the increase in the annual ground rent in 1992 to $2.25
million.
During 1992, the cash flow from the 34th Street Property did not cover its debt
service obligations after payment of operating expenses, and it was not
expected to meet its debt service obligations in 1993. As a result, in order
to conserve the Partnership's limited working capital reserves and induce FNBC,
the Property's lender, to modify the mortgage's terms, the Partnership
suspended its interest payments to FNBC beginning in September 1992. On August
12, 1993, the Partnership entered into a forbearance agreement which modified
the terms of the first mortgage secured by the Partnership's leasehold interest
in the 34th Street Property (the "34th Street Line of Credit"). Pursuant to
the forbearance agreement FNBC agreed to forbear through June 30, 1994 from
exercising its remedies under the loan agreement as a result of the
Partnership's failure to pay interest. The forbearance agreement will also
allow the Partnership to pay off the 34th Street Line of Credit for $6.5
million at any time through June 30, 1994, a substantial discount to the 34th
Street Line of Credit's current outstanding balance and below the Property's
December 31, 1993 appraised value of $9.8 million. As of March 31, 1994, there
was $15 million of principal and approximately $1.5 million of accrued interest
outstanding on the 34th Street Line of Credit. Also through June 30, 1994, the
Partnership will be permitted to make interest payments to FNBC only to the
extent of available cash flow from the 34th Street Property. Since the
forbearance agreement went into effect, the Partnership has not made any
interest payments to FNBC.
The forbearance agreement with FNBC provides the Partnership with an
opportunity to pay off the 34th Street Line of Credit at a substantial discount
while at the same time establishing a cost-effective means to ensure an orderly
and efficient transfer of the Property to FNBC in the event the 34th Street
Line of Credit cannot be paid off. The Partnership has no assurances that it
will be able to obtain the financing necessary to pay off the 34th Street Line
of Credit and any such pay off will depend on numerous factors including
general market conditions. Chief among these is the fact that many traditional
sources of real estate financing such as banks, insurance companies and pension
funds have dramatically curtailed their investment in commercial office
properties. Consequently, only a limited number of investors is likely to be
available, further hampering the Partnership's ability to secure a refinancing.
Should the Partnership be unable to complete a refinancing, it will likely
result in the loss of the Partnership's investment in the Property.
The General Partners are seeking to obtain either debt or equity financing even
if such financing would entail the Partnership's transferring all or a portion
of its interest in the Property to the party providing the financing. In the
event the Partnership obtains from a third party an offer to provide financing
of less than the $6.5 million required by FNBC, the Partnership would explore
with FNBC a pay off at a further discount. Should the Partnership be unable to
pay off the 34th Street Line of Credit by June 30, 1994, the forbearance
agreement provides that the Partnership will assign its interest in the
Property and in the ground lease to the Property to FNBC, at FNBC's election,
in lieu of foreclosure. However, the General Partners currently are discussing
a short-term extension of the forbearance period with FNBC.
In order to improve the 34th Street Property's cash flow, beginning in January
1992, Mendik Realty Company, Inc. ("Mendik Realty") voluntarily agreed to defer
its management fees of approximately $170,000 a year that would otherwise have
been payable with respect to the 34th Street Property. In addition, Mendik
Realty agreed to defer its leasing commission with respect to the signing of
the long-term lease with the City of New York and any further leasing
commissions associated with additional leasing activity at the Property. Both
of these provisions will remain in effect pursuant to the terms of the
forbearance agreement with FNBC.
The forbearance agreement requires the Partnership to deposit all receipts from
the Property into a lockbox at FNBC. FNBC will approve all releases from the
lockbox to fund Property costs. As of March 31, 1994, approximately $18,000
was in the lockbox account maintained at FNBC. The majority of the balance of
approximately $1 million at December 31, 1993 was utilized to fund real estate
taxes, insurance, tenant improvements and property operating expenses in the
first quarter of 1994.
Stamford Property - The Partnership previously restructured the loan secured by
the Stamford Property in 1991. As part of the terms of the restructured loan,
Mendik Corporation and an affiliate of NY Real Estate Services 1 Inc.
("NYRES1") loaned $50,000 and $110,000, respectively, to the Partnership in
each of 1991, 1992 and 1993. The loans were required to be deposited in an
escrow account. During the first quarter of 1994, the balance of these funds
totalling approximately $280,000 were transferred to operating cash to be used
to pay costs and expenses related to the Stamford Property. As part of the
restructured agreement, Mendik Realty also agreed to defer its management fees
of approximately $70,000 a year in connection with the Stamford Property in
each of calendar years 1991, 1992 and 1993.
The restructuring was intended to enable the Stamford Property to generate
sufficient cash flow to meet its operating expenses and debt service
obligations through 1993 without utilizing the Partnership's working capital
reserves in the hope that the Stamford real estate market would recover and
that, as leases at the Property expired, the Partnership would be able to enter
into new or renewal leases at rental rates in excess of the rates being paid by
existing tenants under current leases. However, the Stamford real estate
market has continued to deteriorate resulting in a further erosion of market
lease rates. While the cash flow from the Stamford Property, together with the
loans by Mendik Corporation and an affiliate of NYRES1 and the management fee
deferrals by Mendik Realty, were sufficient to cover the Property's operating
expenses and debt service obligations in 1993, due to a decline in the
Property's revenue following the extension of D&B Computing Services Inc.'s
("D&B") lease, the Partnership failed to make full payment of debt service due
February 10, 1994, March 10, 1994, April 10, 1994 and May 10, 1994 with respect
to the Stamford Loan. In order to preserve its limited working capital
reserves, the Partnership currently does not intend to fund any operating
shortfalls out of reserves. As a result of the Partnership's failure to make
these interest payments, the Partnership is in default under the terms of the
Stamford Loan and the property's lender, New York Life, may elect to exercise
its remedies under the loan agreement including accelerating the maturity date
of the principal balance of the loan and electing to foreclose on its mortgage.
The General Partners are now attempting to sell the Stamford Property. In
addition, the General Partners are seeking a short-term agreement from New York
Life, pursuant to which New York Life would forbear from exercising its
remedies under the Stamford Loan and Mendik Realty would continue to defer its
management fees and leasing commissions with respect to the Property. The
Partnership would then continue efforts to sell the Property or refinance the
loan during the forbearance period. However, in light of the fact that the
appraised value of the Property at December 31, 1993 was less than the
mortgage, and New York Life is unlikely to accept a pay off of its mortgage at
a discount, it is unlikely that such a sale or refinancing, if achieved, would
result in any cash proceeds being available for distribution to the Partners.
If the Partnership were unable to sell the Property and pay off the Stamford
Loan within the forbearance period, the Partnership would transfer the deed in
lieu of a foreclosure in order to provide an orderly and efficient transfer of
title to the Property to New York Life.
During the latter part of 1992, the General Partners concluded that the
Partnership may be unable to hold the 34th Street Property and the Stamford
Property on a long-term basis. As a result, the Partnership determined to
account for each Property as held for disposition. Accordingly, as of December
31, 1993, the carrying value of these properties were reduced to the lower of
their depreciated cost or estimated market value. At March 31, 1994 the
carrying value of the 34th Street Property increased slightly due to tenant
improvements.
Cash Reserves - The Partnership's consolidated cash reserves decreased by
$719,618 to $9,627,066 at March 31, 1994 from $10,346,684 at December 31, 1993.
During the first quarter of 1994, approximately $907,000 was expended for
property improvements at the Park Avenue and 34th Street Properties, and Saxon
Woods Corporate Center. In addition to cash reserves, these expenditures were
funded by approximately $138,000 in additional borrowings under the Saxon Woods
Line of Credit and approximately $49,000 of cash flow from operations.
Other assets increased primarily due to prepaid real estate taxes and prepaid
insurance for all four properties.
Accounts payable and accrued expenses increased primarily due to the timing of
accounts payable payments and to property improvements accrued at the Park
Avenue Property and 34th Street Property. Accrued interest payable increased
primarily due to first quarter 1994 accruals of interest on the Stamford
Property and 34th Street Property.
Results of Operations
During the quarter ended March 31, 1994, the Partnership realized operating
income before non-cash expenses, on a consolidated basis, of approximately
$541,000 as compared to operating income of approximately $460,000 for the
corresponding period in 1993.
The Partnership sustained a net loss after depreciation and amortization of
$1,698,541 for the quarter ended March 31, 1994 as compared to $1,674,426 for
the same period in 1993.
Consolidated rental income for the quarter ended March 31, 1994 was virtually
unchanged from the corresponding period in 1993 as the income from the new
leases signed in the Saxon Woods Corporate Center was mostly offset by a
decline in rental income from the Two Park Avenue property that resulted from
leases being renewed at lower market rental rates.
Consolidated property operating expenses for the first quarter of 1994 were
virtually unchanged from the corresponding period in 1993. Despite
improvements made to the Properties, depreciation and amortization remained
relatively stable from the 1993 period to the 1994 period due to the write off
of fully depreciated assets and the decline in the carrying values of the 330
West 34th Street and Stamford properties.
Leased space at each of the properties as of March 31, 1994 and 1993 were as
follows: Park Avenue property - 92% vs. 90%; Saxon Woods Corporate Center, 550
Mamaroneck - 94% vs. 85%, 600 Mamaroneck Avenue - 56% vs. 52%; 34th Street
property - 64% vs. 57%; and the Stamford property - 57% vs. 60%.
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits: None
(b) Reports on Form 8-K - No reports on Form 8-K were filed during
the quarter ended March 31, 1994
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.
MENDIK REAL ESTATE LIMITED PARTNERSHIP
BY: NY REAL ESTATE SERVICES 1 INC.
General Partner
Date: May 16, 1994 BY: s/Kenneth L. Zakin/
Name: Kenneth L. Zakin
Title: President and Director
Date: May 16, 1994 BY: s/Mark Sawicki/
Name: Mark Sawicki
Title: Vice President and Chief Financial
Officer
