FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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: 0-15837
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
California 33-0202964
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 South El Camino Real, Suite 1100
San Mateo, California 94402
(Address of principal executive offices) (Zip Code)
(415) 343-9300
(Registrant's telephone number)
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
Total number of units outstanding as of June 30, 1996: 35,727,572
NO EXHIBIT INDEX REQUIRED
Page 1 of 16
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Balance Sheets
(in thousands, except units outstanding)
(Unaudited)
June 30, December 31,
1996 1995
----------- ------------
Assets
------
Real estate investments, at cost:
Land $ 4,192 $ 4,192
Building and improvements 26,079 25,903
-------- --------
30,271 30,095
Less accumulated depreciation (10,076) (9,543)
-------- --------
Net real estate investments 20,195 20,552
Cash and cash equivalents 836 591
Notes receivable 2,000 2,000
Accounts receivable, net 168 177
Prepaid expenses and other assets 173 159
Deferred financing costs and other
fees (net of accumulated
amortization of $1,163 and $1,225
at June 30, 1996 and December 31,
1995, respectively) 500 568
-------- --------
Total assets $ 23,872 $ 24,047
======== ========
(continued)
Page 2 of 16
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Balance Sheets - continued
(in thousands, except units outstanding)
(Unaudited)
June 30, December 31,
1996 1995
----------- -----------
Liabilities and Partners' Equity (Deficit)
------------------------------------------
Notes payable - secured $ 16,393 $ 15,345
Participating notes:
Notes issued and outstanding 4,591 4,591
Accrued interest, thereon 4,509 4,582
Less: Notes held in trust (3,302) (2,329)
Accrued interest, thereon (3,000) (2,297)
-------- --------
Net due to outside holders 2,798 4,547
Accrued interest payable 762 719
Accounts payable and accrued expenses 344 380
Other liabilities 64 63
-------- --------
Total liabilities 20,361 21,054
Partners' equity (deficit):
General Partner (392) (397)
Limited Partners, 35,727,572
Equity Units outstanding 3,903 3,390
-------- --------
Total partners' equity 3,511 2,993
-------- --------
Total liabilities and
partners' equity $ 23,872 $ 24,047
======== ========
See accompanying notes to financial statements.
Page 3 of 16
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Operations
(in thousands, except per unit amounts)
(Unaudited)
Three months ended Six months ended
June 30, June 30,
1996 1995 1996 1995
------ ------ ------ ------
Revenues:
Operating $ 1,849 $ 1,822 $ 3,838 $ 4,357
Interest and other 112 101 221 231
Gain on deed-in-lieu of
foreclosure --- 196 --- 196
Gain on sale of asset --- --- --- 155
------ ------ ------ ------
Total revenues 1,961 2,119 4,059 4,939
------ ------ ------ ------
Expenses:
Operating (including $935 and
$1,193 paid to affiliates in
the six months ended June 30,
1996 and 1995, respectively) 1,231 1,293 2,363 2,885
General and administrative
(including $140 and $229 paid
to affiliates in the six
months ended June 30, 1996 and
1995, respectively) 117 152 220 290
Depreciation and amortization 318 399 621 863
Interest 424 477 848 1,221
------ ------ ------ ------
Total expenses 2,090 2,321 4,052 5,259
------ ------ ------ ------
Income (loss) before
extraordinary items (129) (202) 7 (320)
Extraordinary items:
Gain (loss) from purchase
of Participating Notes (59) 21 511 1,929
------ ------ ------ ------
Net income (loss) $ (188) $ (181) $ 518 $1,609
====== ====== ====== ======
Net income (loss) per
Equity Unit $(0.01) $(0.01) $ 0.01 $ 0.04
====== ====== ====== ======
Weighted average number of
equity units outstanding
during the period used to
compute net loss per equity
unit 35,733,822 35,742,572 35,737,572 35,742,572
========== ========== =========== ==========
See accompanying notes to financial statements.
Page 4 of 16
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Partners' Equity (Deficit)
(in thousands)
For the six months ended June 30, 1996 and 1995
(Unaudited)
Total
General Limited Partners'
Partner Partners Equity
-------- -------- --------
Balance at December 31, 1994 $ (407) $ 2,431 $ 2,024
Net income 16 1,593 1,609
-------- -------- --------
Balance at June 30, 1995 $ (391) $ 4,024 $ 3,633
======== ======== ========
Balance at December 31, 1995 $ (397) $ 3,390 $ 2,993
Net income 5 513 518
-------- -------- --------
Balance at June 30, 1996 $ (392) $ 3,903 $ 3,511
======== ======== ========
See accompanying notes to financial statements.
Page 5 of 16
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Cash Flows (in thousands)
(Unaudited)
Six months ended
June 30,
------------------
1996 1995
------ ------
Cash flows provided by operating activities:
Net income $ 518 $ 1,609
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 621 863
Gain on sale of assets --- (155)
Gain on deed-in-lieu of foreclosure --- (196)
Gain from purchase of Participating Notes (511) (1,929)
Changes in assets and liabilities:
Accounts receivable 9 (75)
Prepaid expenses and other assets (14) 51
Deferred financing and other fees (20) 135
Accounts payable and accrued expenses (36) 242
Accrued interest payable 119 205
Other liabilities 1 (60)
-------- --------
Net cash provided by operating activities 687 690
-------- --------
Cash flows provided by (used for) investing
activities:
Additions to real estate (176) (199)
Proceeds from sale of Millwood --- 9,349
-------- --------
Net cash provided by (used for) investing
activities (176) 9,150
-------- --------
Cash flows used for financing activities:
Notes payable principal payments (52) (7,639)
Repayment of unsecured notes payable --- (2,007)
Borrowings on unsecured notes payable --- 2,000
Borrowings on secured notes payable 1,100 ---
Payment of Participating Notes and accrued
interest from Millwood sale --- (609)
Buy-back of Participating Note units (1,314) (2,112)
-------- --------
Net cash used for financing activities (266) (10,367)
-------- --------
Net increase (decrease) in cash and cash
equivalents 245 (527)
Cash and cash equivalents at beginning of period 591 801
-------- --------
Cash and cash equivalents at end of period $ 836 $ 274
======== ========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,075 $ 1,194
======== ========
(continued)
Page 6 of 16
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Statements of Cash Flows (in thousands) - continued
(Unaudited)
Six months ended
June 30,
------------------
1996 1995
------ ------
Supplemental disclosure of noncash transactions:
Reduction of accrued interest payable resulting from
purchase of Participating Notes at discount $ 850 $ 1,915
======== ========
Reduction of real estate investments resulting
from a deed-in-lieu of foreclosure $ --- $ 3,718
======== ========
Reduction of note payable resulting from a
deed-in-lieu of foreclosure $ --- $ 3,537
======== ========
See accompanying notes to financial statements.
Page 7 of 16
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 1996
(Unaudited)
Note 1. SIGNIFICANT ACCOUNTING POLICY
-----------------------------
In the opinion of Glenborough Corporation (formerly Glenborough
Realty Corporation), the managing general partner, the
accompanying unaudited financial statements contain all
adjustments (consisting of only normal accruals) necessary to
present fairly the financial position of Outlook Income Fund 9, A
California Limited Partnership (the "Partnership"), as of June
30, 1996 and December 31, 1995, and the related statements of
operations for the three and six months ended June 30, 1996 and
1995, and the changes in partners' equity and cash flows for the
six months ended June 30, 1996 and 1995.
During the quarter ended June 30, 1996, 15,000 units were
abandoned as a result of partners desiring to no longer receive
Partnership K-1's and to give them the ability to write off
investments for income tax purposes. The equity (deficit)
balance of the abandoned units was allocated to the remaining
outstanding units. As of June 30, 1996, limited partnership
units issued and outstanding were 35,727,572.
Note 2. REFERENCE TO 1995 AUDITED FINANCIAL STATEMENTS
----------------------------------------------
These unaudited financial statements should be read in
conjunction with the Notes to Financial Statements included in
the 1995 audited financial statements.
Note 3. TRANSACTIONS WITH AFFILIATES
----------------------------
Glenborough Corporation and Glenborough Hotel Group (collectively
"Glenborough") have been compensated for management services.
Included in operating expenses for the six months ended June 30,
1996 and 1995, are the following amounts paid to Glenborough:
1996 1995
-------- --------
Property management fees $ 70,000 $ 90,000
Property salaries (reimbursed) 68,000 102,000
Hotel management fees 128,000 136,000
Hotel salaries (reimbursed) 669,000 865,000
The Partnership also reimbursed Glenborough for expenses incurred
for services provided to the Partnership such as accounting,
investor services, data processing, duplicating and office
supplies, legal and administrative services and the actual costs
of goods and materials used for or by the Partnership.
Glenborough was reimbursed $140,000 and $229,000 by the
Partnership for such expenses during the six months ended June
Page 8 of 16
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 1996
(Unaudited)
30, 1996 and 1995, respectively. Such amounts are included in
general and administrative expenses.
In accordance with the Partnership Agreement, the general partner
or its affiliates are entitled to a property disposition fee
equal to 3% of the gross sales price of the property.
Glenborough Corporation was paid $312,000 in 1995 associated with
the sale of the Millwood Estates (discussed in Note 4). The fee
was included in the net gain on sale of assets.
Note 4. PROPERTY SALES
--------------
On March 28, 1995, the Partnership sold Millwood Estates
Apartments to an unaffiliated third party for $10,400,000, out of
which $7,572,400 was used to payoff the outstanding note secured
by the property. In addition, sales proceeds were used to payoff
a $2,000,000 short-term note payable obtained in connection with
the repurchase of Participating Notes (as discussed in Note 5).
After closing costs and the payoff of the note, the Partnership
netted cash proceeds in the amount of $152,000. The Partnership
recognized a gain on sale of the asset on its 1995 Statement of
Operations in the amount of $155,000.
Note 5. PURCHASE OF PARTICIPATING NOTES
-------------------------------
In January 1994, the Partnership sent a "Conditional Offer to
Purchase 12% Participating Notes" ("the Offer") to all
Noteholders. The Offer was made to Noteholders in an effort to
reduce the impact of the Notes' accrued interest on the value of
the Equity Units. Buying back these notes provides a significant
interest savings to the Partnership, which benefits the Equity
Unit investors (whose returns are subordinated to the
Noteholders' receiving a return of principal plus 12% simple
deferred interest per annum).
Approximately 45% of the Noteholders accepted the Offer and the
repurchase occurred in March 1995. The repurchase totalled
$2,102,000 in original Note principal. The related accrued
interest on these Notes was $1,915,000, which was not paid and
represented the discount the Partnership received in the buyback.
The Partnership used the proceeds from a $2,000,000 short-term
loan to fund the repurchase (further discussion follows). The
forgiveness of accrued interest was recognized as an
extraordinary gain on the Partnership's 1995 statement of
operations. The Notes and accrued interest will be held in trust
for the benefit of the Partnership.
Page 9 of 16
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 1996
(Unaudited)
On January 27, 1995, the Partnership borrowed $2,000,000 from an
unaffiliated lender to facilitate the repurchase of Notes as
discussed above. Since the Partnership was relying on the
proceeds from the sale of a property to fund the purchase of the
Notes, which would not be available until the sale of Millwood
Estates, the Partnership borrowed the money necessary to
facilitate the purchase in order to meet the deadline required by
the Offer. The loan was paid off on March 28, 1995 with a
portion of the proceeds from the sale of Millwood Estates
Apartments.
On June 9, 1995, in accordance with the Participating Notes
Indenture and as a result of the sale of Millwood Estates, the
Partnership retired $637,000 in notes and $592,000 in related
accrued interest. Of this amount, the Partnership paid $609,000
($314,000 of Participating Notes principal and accrued interest
of $295,000) to outside Noteholders, the remainder represented a
retirement of notes held in trust for the Partnership.
In June 1995, the Partnership sent a second "Conditional Offer to
Purchase 12% Participating Notes" (the "Second Offer") to the
remaining Noteholders. The Second Offer is for the repurchase of
the Notes for a price equal to 135% of the Noteholders original
investment (i.e. the purchase price for each Note is $1.35
compared to an approximate current Note and accrued interest
value of $1.95). The Second Offer expired October 31, 1995, but
the Partnership extended the expiration to December 31, 1995. As
of June 30, 1996, 177 Noteholders accepted the Second Offer of
which 163 have been paid. The Partnership will purchase the
notes held by the 14 noteholders not paid to date when they have
obtained replacement notes from the Trustee. The Partnership
purchased $973,000 in original Note principal and paid $341,000
of related accrued interest for a total purchase price of
$1,314,000, resulting in a gain to the Partnership of $511,000.
The Partnership borrowed $1,100,000 on a $2,000,000 line of
credit with an unaffiliated lender to fund the repurchase (see
Note 7 for further discussion).
Note 6. PROPERTY FORECLOSURE
--------------------
In 1995, based on the continued low occupancy due to market
saturation, and the property's inability to meet debt service
payments, management negotiated a deed-in-lieu of foreclosure
with the lender on the Regency Residence property. The
Partnership paid all net cash flow (defined as all income
collected less operating expenses) to the lender from November
1994 until title to the property passed on May 26, 1995. The
principal balance of the note secured by the property on May 26,
Page 10 of 16
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
June 30, 1996
(Unaudited)
1995 was $3,537,000, with accrued interest in the amount of
$98,700.
The Partnership recognized a gain on deed-in-lieu of foreclosure
in the amount of $196,000 primarily due to the write-off of
accrued property taxes that the property was unable to pay. The
gain is included on the Partnership's 1995 statement of
operations.
Note 7. NOTE PAYABLE-SECURED
--------------------
In the first quarter of 1996, the Partnership borrowed an
additional $1,100,000 on a $2,000,000 line of credit with an
unaffiliated third-party for a total outstanding at June 30, 1996
of $1,600,000. Interest is payable monthly at 10.25% until
maturity in June 1997. Proceeds from the loan were used to
supplement cash in order to facilitate the repayment of
Participating Notes and related accrued interest as a result of
the Second Offer repurchase.
Note 8. SUBSEQUENT EVENT
----------------
The borrower reached an agreement with the Partnership to pay off
the $2,000,000 note receivable secured by the Branford Business
Park property by August 31, 1996. The Partnership will use the
proceeds to pay off the $1,600,000 line of credit and make
mandatory paydowns on the Participating Notes.
Page 11 of 16
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
Outlook Income Fund 9 was formed to invest in improved, income-
producing real estate with the following objectives: (i)
preserve and protect capital, (ii) provide substantially tax-
sheltered distributions to Equity Unit holders, and (iii) offer
the potential for appreciation in value.
The Partnership's original plan was to pay 9% current
distributions to the Equity Unit investors. The primary source
for these distributions was to be two-fold: First, income
warranties given by sellers to maintain property income at a high
level while the properties were in their start-up phase; and
second, deferred interest debt that allowed the Partnership to
use borrowed money without having to make current loan payments.
Most of the Partnership's debt, including the Notes, was of this
type. Thus, the income warranties subsidized the property
income, and the deferred interest debt allowed cash flow that
would normally have been required for debt service to be used for
distributions. By using these techniques, the Partnership was
able to pay distributions at a high level in the hope that the
actual property cash flow and value of the properties would
increase enough that, (i) when the income warranties and interest
deferrals expired, the property cash flow would be able to make
the new loan payments without reducing distributions, and (ii)
when the property was sold, the value would have increased enough
to absorb the higher mortgage balance without eroding the
original equity. It is now evident that the original overall
plan will not be realized. All distributions made by the
Partnership to its investors have represented return of capital.
The Partnership historically paid more in distributions than it
earned, and depleted its reserves. Additionally, all income
warranties expired prior to December 31, 1991, and in 1992, the
deferred interest debt was restructured and loan payments
commenced. All distributions have been suspended until the
Partnership's reserves can be rebuilt to a level of at least
$2,000,000. The Partnership's June 30, 1996 cash balance was
$836,000. At this time, management is unable to predict when
distributions will resume.
In January 1994, the Partnership sent a "Conditional Offer to
Purchase 12% Participating Notes" ("the Offer") to all Note
holders. The Offer was being made to Noteholders in an effort to
reduce the impact of the Notes' accrued interest on the value of
the Equity Units. The Offer was contingent upon selling one or
more properties or otherwise obtaining financing to raise the
cash needed to repurchase the Notes at a discount. The Offer
originally expired December 1, 1994 but was extended an
additional 60 days. Approximately 45% of the Noteholders
accepted the Offer. Buying back these notes provided a
significant interest savings to the Partnership, which benefits
the Equity Unit investors (whose returns are subordinated to the
Noteholders' receiving a return of principal plus 12% simple
deferred interest per annum).
Page 12 of 16
On June 9, 1995, in accordance with the Participating Notes
Indenture and as a result of the sale of Millwood Estates, the
Partnership retired $637,000 in notes and $592,000 in related
accrued interest. Of this amount, the Partnership paid $609,000
($314,000 of Participating Notes principal and accrued interest
of $295,000) to outside Noteholders, the remainder represented a
retirement of notes held in trust for the Partnership.
In June 1995, the Partnership sent a second "Conditional Offer to
Purchase 12% Participating Notes" (the "Second Offer") to the
remaining Noteholders. The Second Offer is for the repurchase of
the Notes for a price equal to 135% of the Noteholders original
investment (i.e. the purchase price for each Note is $1.35
compared to an approximate current Note and accrued interest
value of $1.95). The Second Offer expired October 31, 1995, but
the Partnership extended the expiration to December 31, 1995. As
of June 30, 1996, 177 Noteholders accepted the Second Offer of
which 163 have been paid. The Partnership will purchase the
notes held by the 14 noteholders not paid to date when they have
obtained replacement notes from the Trustee. The Partnership
repurchased $973,000 in original Note principal and paid $341,000
of related accrued interest for a total purchase price of
$1,314,000, resulting in a gain to the Partnership of $511,000.
In the first quarter of 1996, the Partnership borrowed an
additional $1,100,000 on a $2,000,000 line of credit with an
unaffiliated third-party for a total outstanding at June 30, 1996
of $1,600,000. Interest is payable monthly at 10.25% until
maturity in June 1997. Proceeds from the loan were used to
supplement cash in order to facilitate the repayment of
Participating Notes and related accrued interest as a result of
the Second Offer repurchase.
On March 28, 1995, the Partnership sold Millwood Estates
Apartments to an unaffiliated third party for $10,400,000, out of
which $7,572,400 was used to payoff the outstanding note secured
by the property. In addition, sales proceeds were used to payoff
the $2,000,000 note payable used to repurchase Participating
Notes (as discussed in Note 9). The Partnership recognized a
gain on sale on its 1995 Statement of Operations in the amount of
$155,000.
Deferred financing costs and other fees decreased by
approximately $68,000 from December 31, 1995 to June 30, 1996 as
a result of the write-off of unamortized loan fees and the normal
amortization of deferred costs.
Management's ongoing business plan for the Partnership is to
preserve capital and rebuild reserves. By attempting to build
reserves, suspending distributions, and prudent day to day
management of income and expenditures, management is striving to
maintain stable operations and endure the challenge of the
market.
Results of Operations
----------------------
Operating revenues decreased $519,000 from $4,357,000 to
$3,838,000 for the six month period ending June 30, 1996 compared
Page 13 of 16
to the same period in 1995. The decrease is primarily due to the
disposition of the Millwood and Regency Residence properties
which accounted for a $445,000 and $612,000 decrease,
respectively, netted with an increase in revenues totaling
approximately $450,000 at the Memphis and Tempe Hotels due to an
increase in average daily room rates.
Following is a comparison of occupancy (and average daily room
rate for the hotels) of the properties currently owned by the
Partnership:
Occupancy Level
Percentage
------------------
June 30, June 30,
1996 1995
--------- ---------
Lake Mead Estates 92% 91%
Bryant Lake Phases I and II 100% 100%
Bryant Lake Phase III 100% 99%
Country Suites - Memphis 74% 72%
Average Daily Room Rate $55.73 $52.58
Country Suites - Tempe 90% 89%
Average Daily Room Rate $67.68 $53.04
Operating expenses decreased $522,000 from $2,885,000 to
$2,363,000 for the six month period ending June 30, 1996 compared
to the same period in 1995. The decrease is due to the
disposition of the Millwood and Regency Residence properties
which accounted for $303,000 and $520,000 of the decrease,
respectively, netted with an increase in expenses at the Memphis
and Tempe hotels totaling approximately $270,000. The Memphis
hotel realized an increase in repairs and maintenance expenses as
a result of aging of the building. The Tempe hotel realized an
increase in management and franchise fees expenses as a result of
the increase in operating revenues.
General and administrative expenses decreased by $70,000 or 24%
from $290,000 for the six month period ended June 30, 1995, to
$220,000 for the same period in 1996 due to decreased overhead as
a result of the disposition of the Millwood and Regency Residence
properties.
The decrease in depreciation and amortization of $242,000 from
June 30, 1995 to June 30, 1996 is a result of the decrease in
depreciable assets due to the dispositions of the Millwood and
Regency Residence properties.
The decrease in interest expense of $373,000 from June 30, 1995
to June 30, 1996 is a result of the disposition of the Millwood
and Regency Residence properties and their related notes payable
which accounted for $180,000 and $106,000 decreases,
respectively. In addition, $119,000 of the decrease relates to
the repurchase of the Participating Notes by the Partnership,
netted with increased interest related to the borrowings on the
line of credit.
Page 14 of 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
Page 15 of 16
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.
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Realty Corporation
a California corporation
Managing General Partner
Date: August 13, 1996 By:
----------------------------
Andrew Batinovich
Executive Vice President,
Chief Financial Officer
and Director
Page 16 of 16
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.
OUTLOOK INCOME FUND 9,
A CALIFORNIA LIMITED PARTNERSHIP
By: Glenborough Realty Corporation
a California corporation
Managing General Partner
Date: August 13, 1996 By: /s/ Andrew Batinovich
----------------------------
Andrew Batinovich
Executive Vice President,
Chief Financial Officer
and Director
Page 16 of 16
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<NAME> OUTLOOK INCOME FUND 9
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