<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
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 0-17942
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
California 94-3046886
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
One Front Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 677-8990
(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 [ ].
<PAGE> 2
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD
ENDED SEPTEMBER 30, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets (unaudited) - September 30, 2000 and December 31, 1999 4
Condensed Statements of Operations (unaudited) for the three and nine months
ended September 30, 2000 and 1999 5
Condensed Statements of Cash Flows (unaudited) for the nine months ended
September 30, 2000 and 1999 6
Notes to Condensed Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Presented herein are the Registrant's condensed balance sheets as of
September 30, 2000 and December 31, 1999, condensed statements of
operations for the three and nine months ended September 30, 2000 and
1999, and condensed statements of cash flows for the nine months ended
September 30, 2000 and 1999.
3
<PAGE> 4
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
----------- -----------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents, includes $278,945 at September 30, 2000 and
$416,588 at December 31, 1999 in interest-bearing accounts $ 527,234 $ 416,688
Net lease receivables due from Leasing Company
(Notes 1 and 2) 153,937 138,387
----------- -----------
Total current assets 681,171 555,075
----------- -----------
Container rental equipment, at cost 6,491,285 7,997,621
Less accumulated depreciation 4,098,932 4,881,001
----------- -----------
Net container rental equipment 2,392,353 3,116,620
----------- -----------
Total assets $ 3,073,524 $ 3,671,695
=========== ===========
Partners' Capital
Partners' capital (deficit):
General partner $ (110,572) $ (140,445)
Limited partners 3,184,096 3,812,140
----------- -----------
Total partners' capital $ 3,073,524 $ 3,671,695
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
4
<PAGE> 5
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------- ----------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net lease revenue (Notes 1 and 4) $ 181,599 $ 167,346 $ 450,719 $ 487,196
Other operating expenses:
Depreciation 41,768 126,250 211,923 401,570
Other general and administrative expenses 12,453 7,791 40,606 26,378
--------- --------- --------- ---------
54,221 134,041 252,529 427,948
--------- --------- --------- ---------
Income from operations 127,378 33,305 198,190 59,248
Other income (loss):
Interest income 3,592 6,860 13,716 20,869
Net gain (loss) on disposal of equipment (9,789) (44,966) 36,216 32,376
--------- --------- --------- ---------
(6,197) (38,106) 49,932 53,245
--------- --------- --------- ---------
Net income (loss) $ 121,181 $ (4,801) $ 248,122 $ 112,493
========= ========= ========= =========
Allocation of net income (loss):
General partners $ 21,317 $ 37,025 $ 123,904 $ (30,065)
Limited partners 99,864 (41,826) 124,218 142,558
--------- --------- --------- ---------
$ 121,181 $ (4,801) $ 248,122 $ 112,493
========= ========= ========= =========
Limited partners' per unit share of net income (loss) $ 4.65 $ (1.95) $ 5.78 $ 6.63
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
5
<PAGE> 6
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------------------
September 30, September 30,
2000 1999
----------- -----------
<S> <C> <C>
Net cash provided by operating activities $ 512,298 $ 614,256
Cash provided by investing activities:
Proceeds from sale of rental equipment 444,542 500,112
Cash from financing activities:
Repayment of over-distribution to general partner (Note 3) -- 142,660
Distribution to Partners (846,294) (1,162,539)
----------- -----------
Net cash used in financing activities (846,294) (1,019,879)
----------- -----------
Net increase in cash and cash equivalents 110,546 94,489
Cash and cash equivalents, beginning of period 416,688 543,782
----------- -----------
Cash and cash equivalents, end of period $ 527,234 $ 638,271
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
6
<PAGE> 7
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
IEA Income Fund VIII, A California Limited Partnership (the
"Partnership") was organized under the laws of the State of
California on August 31, 1987 for the purpose of owning and
leasing marine cargo containers worldwide to ocean carriers. To
this extent, the Partnership's operations are subject to the
fluctuations of world economic and political conditions. Such
factors may affect the pattern and levels of world trade. The
Partnership believes that the profitability of, and risks
associated with, leases to foreign customers is generally the same
as those of leases to domestic customers. The Partnership's leases
generally require all payments to be made in United States
currency.
Cronos Capital Corp. ("CCC") is the general partner and, with its
affiliate Cronos Containers Limited (the "Leasing Company"),
manages the business of the Partnership. CCC and the Leasing
Company also manage the container leasing business for other
partnerships affiliated with the general partner. The Partnership
shall continue until December 31, 2008, unless sooner terminated
upon the occurrence of certain events.
The Partnership commenced operations on January 6, 1988, when the
minimum subscription proceeds of $1,000,000 were obtained. The
Partnership offered 40,000 units of limited partnership interest
at $500 per unit, or $20,000,000. The offering terminated on
August 31, 1988, at which time 21,493 limited partnership units
had been purchased.
(b) Leasing Company and Leasing Agent Agreement
Pursuant to the Limited Partnership Agreement of the Partnership,
all authority to administer the business of the Partnership is
vested in CCC. CCC has entered into a Leasing Agent Agreement
whereby the Leasing Company has the responsibility to manage the
leasing operations of all equipment owned by the Partnership.
Pursuant to the Agreement, the Leasing Company is responsible for
leasing, managing and re-leasing the Partnership's containers to
ocean carriers, and has full discretion over which ocean carriers
and suppliers of goods and services it may deal with. The Leasing
Agent Agreement permits the Leasing Company to use the containers
owned by the Partnership, together with other containers owned or
managed by the Leasing Company and its affiliates, as part of a
single fleet operated without regard to ownership. Since the
Leasing Agent Agreement meets the definition of an operating lease
in Statement of Financial Accounting Standards (SFAS) No. 13, it
is accounted for as a lease under which the Partnership is lessor
and the Leasing Company is lessee.
The Leasing Agent Agreement generally provides that the Leasing
Company will make payments to the Partnership based upon rentals
collected from ocean carriers after deducting direct operating
expenses and management fees to CCC. The Leasing Company leases
containers to ocean carriers, generally under operating leases
which are either master leases or term leases (mostly one to five
years). Master leases do not specify the exact number of
containers to be leased or the term that each container will
remain on hire but allow the ocean carrier to pick up and drop off
containers at various locations; rentals are based upon the number
of containers used and the applicable per-diem rate. Accordingly,
rentals under master leases are all variable and contingent upon
the number of containers used. Most containers are leased to ocean
carriers under master leases; leasing agreements with fixed
payment terms are not material to the financial statements. Since
there are no material minimum lease rentals, no disclosure of
minimum lease rentals is provided in these condensed financial
statements.
(Continued)
7
<PAGE> 8
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(c) Basis of Accounting
The Partnership utilizes the accrual method of accounting. Net
lease revenue is recorded by the Partnership in each period based
upon its leasing agent agreement with the Leasing Company. Net
lease revenue is generally dependent upon operating lease rentals
from operating lease agreements between the Leasing Company and
its various lessees, less direct operating expenses and management
fees due in respect of the containers specified in each operating
lease agreement.
(d) Financial Statement Presentation
These condensed financial statements have been prepared without
audit. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
accounting principles generally accepted in The United States of
America ("GAAP") have been omitted. It is suggested that these
condensed financial statements be read in conjunction with the
financial statements and accompanying notes in the Partnership's
latest annual report on Form 10-K.
The preparation of financial statements in conformity with GAAP
requires the Partnership to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ
from those estimates.
The interim financial statements presented herewith reflect all
adjustments of a normal recurring nature which are, in the opinion
of management, necessary to a fair statement of the financial
condition and results of operations for the interim periods
presented. The results of operations for such interim periods are
not necessarily indicative of the results to be expected for the
full year.
(2) Net Lease Receivables Due from Leasing Company
Net lease receivables due from the Leasing Company are determined by
deducting direct operating payables and accrued expenses, base management
fees payable, reimbursed administrative expenses, and incentive fees
payable to CCC and its affiliates from the rental billings payable by the
Leasing Company to the Partnership under operating leases to ocean
carriers for the containers owned by the Partnership. Net lease
receivables at September 30, 2000 and December 31, 1999 were as follows:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
Gross lease receivables $442,392 $426,678
Less:
Direct operating payables and accrued expenses 77,684 96,695
Damage protection reserve 33,921 48,136
Base management fees payable 55,327 58,419
Reimbursed administrative expenses 14,083 5,021
Allowance for doubtful accounts 75,536 50,635
Incentive fees 31,904 29,385
-------- --------
Net lease receivables $153,937 $138,387
======== ========
</TABLE>
(Continued)
8
<PAGE> 9
IEA INCOME FUND VIII,
A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(3) Due From General Partner
During 1998, CCC received over-distributions of $142,660. CCC repaid the
over-distribution amount in March 1999.
(4) Net Lease Revenue
Net lease revenue is determined by deducting direct operating expenses,
base management and incentive fees and reimbursed administrative expenses
to CCC from the rental revenue billed by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for the three and nine-month periods ended
September 30, 2000 and 1999 was as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------------- -----------------------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Rental revenue $ 259,132 $ 332,309 $ 834,934 $1,038,962
Less:
Rental equipment operating expenses 16,941 85,714 184,557 293,363
Base management fees 19,749 24,134 55,654 80,995
Reimbursed administrative expenses 8,940 14,815 47,453 58,188
Incentive fees 31,903 40,300 96,551 119,220
---------- ---------- ---------- ----------
$ 181,599 $ 167,346 $ 450,719 $ 487,196
========== ========== ========== ==========
</TABLE>
(5) Operating Segment
The Financial Accounting Standards Board has issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information,"
which changes the way public business enterprises report financial and
descriptive information about reportable operating segments. An operating
segment is a component of an enterprise that engages in business
activities from which it may earn revenues and incur expenses, whose
operating results are regularly reviewed by the enterprise's chief
operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and about which
separate financial information is available. Management operates the
Partnership's container fleet as a homogenous unit and has determined,
after considering the requirements of SFAS No. 131, that as such it has a
single reportable operating segment.
The Partnership derives its revenues from dry cargo marine containers. As
of September 30, 2000, the Partnership operated 1,254 twenty-foot, 1,034
forty-foot and 70 forty-foot high-cube dry cargo marine containers.
Due to the Partnership's lack of information regarding the physical
location of its fleet of containers when on lease in the global shipping
trade, it is impracticable to provide the geographic area information
required by SFAS No. 131.
******
9
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.
1) Material changes in financial condition between September 30, 2000 and
December 31, 1999.
During the first nine months of 2000, the Registrant disposed of 573
containers as part of its ongoing operations. At September 30, 2000, 49%
of the original equipment remained in the Registrant's fleet, as compared
to 61% at December 31, 1999, and was comprised of the following:
<TABLE>
<CAPTION>
40-Foot
20-Foot 40-Foot High-Cube
------- ------- ---------
<S> <C> <C> <C>
Containers on lease:
Term leases 121 168 16
Master leases 895 699 36
----- ----- --
Subtotal 1,016 867 52
Containers off lease 238 167 18
----- ----- --
Total container fleet 1,254 1,034 70
===== ===== ==
</TABLE>
<TABLE>
<CAPTION>
40-Foot
20-Foot 40-Foot High-Cube
-------------------- -------------------- ------------------
Units % Units % Units %
----- --- ----- --- ----- ---
<S> <C> <C> <C> <C> <C> <C>
Total purchases 2,244 100% 2,396 100% 150 100%
Less disposals 990 44% 1,362 57% 80 53%
----- --- ----- --- --- ---
Remaining fleet at September 30, 2000 1,254 56% 1,034 43% 70 47%
===== === ===== === === ===
</TABLE>
The Registrant's allowance for doubtful accounts increased from $50,635 at
December 31, 1999 to $75,536 at September 30, 2000. This increase was
attributable to the delinquent account receivable balances of approximately 16
lessees. The Leasing Company has either negotiated specific payment terms with
these lessees or is pursuing other alternatives to collect the outstanding
balances. In each instance, the Registrant believes it has recorded appropriate
allowance.
During the third quarter of 2000, distributions made from operations and sales
proceeds amounted to $294,691, reflecting distributions due to the general and
limited partners for the second quarter of 2000. This represents an increase
from the $287,136 issued during the second quarter of 2000, reflecting
distributions due for the first quarter of 2000.
During the third quarter of 2000, growth in the volume of containerized trade
continued to improve. As a result, demand for leased equipment strengthened in
many locations, but most significantly throughout Asia. With the growth in the
volume of world trade, ocean carriers are committing their capital to the
purchase of additional containerships and turning to leasing companies to supply
them with the containers they need to meet their growing freight requirements.
The container leasing market has rebounded and prospects have somewhat improved,
but lease rates have remained at generally the same low level as at the
beginning of this year. At the same time, inventories of idle equipment have
been reduced in Europe, but there has been no appreciable reduction in the U.S.
The strong U.S. economy continued to import more than it exported. This
imbalance has had the effect of further increasing idle container inventories,
particularly on the U.S. East Coast.
(Continued)
10
<PAGE> 11
2) Material changes in the results of operations between the three and
nine-month periods ended September 30, 2000 and the three and nine-month
periods ended September 30, 1999.
Net lease revenue for the three and nine-month periods ended September
30, 2000 was $181,599 and $450,719, respectively, an increase of 9% and a
decrease of 7% from the respective three and nine-month periods in the
prior year. Net income from the gain on disposal of equipment during both
the three-month periods ended September 30, 2000 and 1999 was 0%.
Approximately 15% of the Registrant's net income for the nine-month
period ended September 30, 2000 was from gain on disposal of equipment,
as compared to 29% for the same nine-month period in the prior year. As
the Registrant's disposals increase in subsequent periods, net gain on
disposals should contribute significantly to the Registrant's net
earnings and may fluctuate depending on the level of container disposals.
Gross rental revenue (a component of net lease revenue) for the three and
nine-month periods ended September 30, 2000 was $259,132 and $834,934,
respectively, reflecting declines of 22% and 20% from the same respective
three and nine-month periods in 1999. Gross rental revenue was impacted
by the Registrant's slightly smaller fleet size and lower per-diem rental
rates. Average per-diem rental rates decreased approximately 6% and 12%,
respectively, when compared to the same three and nine-month periods in
the prior year. The Registrant's average fleet size and utilization rates
for the three and nine-month periods ended September 30, 2000 and 1999
were as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------- ------------- ------------- -------------
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Average fleet size (measured in twenty-
foot equivalent units (TEU)) 3,582 4,743 3,911 5,025
Average utilization 83% 76% 81% 73%
</TABLE>
The age and declining size of the Registrant's fleet contributed to
reductions in depreciation expense of 67% and 47%, respectively, for the
three and nine-month periods ended September 30, 2000 when compared to
the same three and nine-month periods in the prior year. Rental equipment
operating expenses as a percent of the Registrant's gross lease revenue,
were 7% and 22%, respectively, during the three and nine-month periods
ended September 30, 2000, as compared to 26% and 28%, respectively,
during the three and nine-month periods ended September 30, 1999. The
large decrease for the three-month period ended September 30, 2000 was
attributable to the recovery of doubtful accounts.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
11
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On March 20, 2000, KM Investments, LLC, a California limited liability company
("KM") filed its complaint (the "Complaint") in the Superior Court for the
County of Los Angeles against CCC, as general partner of the Partnership,
alleging violation of the California Revised Limited Partnership Act, breach of
fiduciary duty, and unfair competition. KM claims to be an assignee of units of
limited partnership interests in the Partnership and six other California
limited partnerships (collectively, the "Cronos Partnerships") managed by CCC as
general partner. KM, which is in the business of making unregistered tender
offers for up to 4.9% of the outstanding interests in limited partnerships,
claims that CCC has wrongfully refused to provide KM with lists of the limited
partners of the Cronos Partnerships to enable KM to make unregistered tender
offers to the limited partners of the Cronos Partnerships.
KM asks for declaratory relief, damages according to proof, attorneys' fees,
costs, interest, a temporary restraining order and/or a preliminary injunction
barring CCC from giving limited partner lists to any other party before
delivering such lists to KM, punitive damages, and an order prohibiting CCC from
receiving reimbursement of its legal fees incurred in defending the action from
the Cronos Partnerships.
On April 24, 2000, CCC filed its demurrer to the Complaint and its motion to
strike those portions of the Complaint seeking punitive damages. By its
demurrer, CCC asserted that KM, as an assignee of units of the Cronos
Partnerships, is not entitled to review or receive a copy of the lists of the
limited partners of the Cronos Partnerships; that CCC has not breached any
fiduciary duty to KM; and that CCC has not engaged in unfair competition as
alleged by KM. CCC requested that the Court dismiss KM's Complaint.
On June 8, 2000, the Court heard CCC's demurrer, and sustained (i.e., granted)
it in its entirety, allowing KM thirty days to file an amended complaint. KM did
so on or about July 10, 2000, asserting the same causes of action as set forth
in its original complaint. On August 25, 2000, CCC filed its demurrer to KM's
First Amended Complaint and its motion to strike those portions of the First
Amended Complaint seeking punitive damages. On October 11, 2000, the Court heard
CCC's motions. It sustained CCC's demurrer to KM's fourth cause of action
seeking declaratory relief, but overruled (i.e., denied) CCC's demurrer to KM's
first three causes of action, on the ground that the evidence submitted by CCC
was not properly before the Court on CCC's demurrer to KM's First Amended
Complaint. At the same time, the Court granted CCC's motion to strike those
portions of KM's First Amended Complaint seeking punitive damages.
On October 20, 2000, CCC filed its answer to KM's First Amended Complaint,
denying the allegations thereof, denying that plaintiff is entitled to any
damages, and asserting various affirmative defenses. CCC believes that KM does
not have standing to inspect or receive lists of the limited partners of the
limited partnerships managed by CCC, and that CCC has meritorious defenses to
KM's First Amended Complaint.
12
<PAGE> 13
PART II - OTHER INFORMATION (CONT.)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
------- -------------------------------------------------------- ----------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, amended *
and restated as of October 13, 1987
3(b) Certificate of Limited Partnership of the Registrant **
27 Financial Data Schedule Filed with this document
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
ended September 30, 2000.
----------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated October 13, 1987, included as part of Registration
Statement on Form S-1 (No. 33-16984)
** Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-1 (No. 33-16984)
13
<PAGE> 14
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.
IEA INCOME FUND VIII,
A California Limited Partnership
By Cronos Capital Corp.
The General Partner
By /s/ Dennis J. Tietz
------------------------
Dennis J. Tietz
President and Director of
Cronos Capital Corp. ("CCC")
Principal Executive Officer of CCC
Date: November 14, 2000
14
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
------- -------------------------------------------------------- ----------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, amended *
and restated as of October 13, 1987
3(b) Certificate of Limited Partnership of the Registrant **
27 Financial Data Schedule Filed with this document
</TABLE>
----------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated October 13, 1987, included as part of Registration
Statement on Form S-1 (No. 33-16984)
** Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-1 (No. 33-16984)
