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 SEPTEMBER 30, 2000
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
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TO
Commission file number 1-12708
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FRANKLIN SELECT REALTY TRUST
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-3095938
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. BOX 7777, SAN MATEO, CALIFORNIA 94403-7777
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 312-2000
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N/A
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Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or 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
--- ---
Common Stock Shares Outstanding as of September 30, 2000, Series A: 13,875,368
Common Stock Shares Outstanding as of September 30, 2000, Series B: 745,584
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FRANKLIN SELECT REALTY TRUST
UNAUDITED BALANCE SHEET AS OF SEPTEMBER 30, 2000 AND
CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1999
SEPTEMBER December
(In thousands, except per share amounts) 30, 2000 31, 1999
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LIQUIDATION Going
BASIS concern
basis
ASSETS
Real Estate
Property held-for-sale, net of accumulated
depreciation of $24,709 as of December 31, 1999 $ - $110,520
Cash and cash equivalents 14,188 14,316
Mortgage-backed securities, available-for-sale 260 286
Deferred rent receivable - 1,692
Other assets 3,025 4,232
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Total assets $17,473 $131,046
======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Debt $26,312
$ -
Reserve for litigation 50 2,100
Distributions payable - 1,793
Other liabilities 572 2,477
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Total liabilities 622 32,682
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Minority interest - 9,096
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Commitments and contingencies (Notes 5-8) - -
Stockholders' equity:
Common stock, Series A, without par value; stated
value $10 per share; 50,000 shares authorized;
13,875 and 12,250 issued and outstanding at September 121,440 103,161
30, 2000 and December 31, 1999, respectively
Common stock, Series B, without par value; stated
value $10 per share; 1,000 shares authorized; 746 - 6,294
issued and outstanding
Accumulated other comprehensive loss (33) (33)
Accumulated distributions in excess of net income (104,556) (20,154)
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Total stockholders' equity 16,851 89,268
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Total liabilities and stockholders' equity $ 17,473 $131,046
======================
The accompanying notes are an integral part of these financial statements.
FRANKLIN SELECT REALTY TRUST
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,1999
(Unaudited)
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THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 September 30 SEPTEMBER 30 September 30
(In thousands, except per share amounts) 2000 1999 2000 1999
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LIQUIDATION Going LIQUIDATION Going
BASIS concern BASIS concern
Basis basis
REVENUE:
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Rent $27 $3,702 $2,017 $11,183
Interest, dividends and other - 214 1,388 715
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Total revenue 27 3,916 3,405 11,898
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EXPENSES:
Property operating - 978 427 2,694
Interest - 589 180 1,774
Related party - 313 238 933
Depreciation and amortization - 953 338 2,828
Loss on sale of mortgage-backed securities 110 - 110
General and administrative - 307 2,063 1,208
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Total expenses - 3,250 3,246 9,547
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Operating income before reserve for litigation, 27 666 159 2,351
gain on sales of property and minority interest
Reserve for litigation (750) - (750)
Gain on sale of property - - 14,093 -
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Operating income (loss) before minority interest 27 (84) 14,252 1,601
Minority interest - 194 - 566
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NET INCOME (LOSS) $27 $(278) $14,252 $1,035
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Unrealized gain (loss) on mortgage-backed
securities 7 (3) - (15)
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COMPREHENSIVE INCOME (LOSS) $34 $(281) $14,252 $1,020
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Weighted average shares outstanding of
Series A common stock outstanding 13,875 12,250 13,638 12,250
Net income (loss) per share based on
weighted average shares outstanding $0.00 $(.02) $1.05 $.08
==================================================
Distributions per share, based on the actual
shares outstanding of Series A common stock
of 13,664 and 12,250 on the distribution
dates in the periods ended September 30,
2000 and 1999, respectively $ - $.12 $7.22 $.36
==================================================
The accompanying notes are an integral part of these financial statements.
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FRANKLIN SELECT REALTY TRUST
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,1999
(Unaudited)
(In thousands) 2000 1999
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LIQUIDATION Going
BASIS concern
basis
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $14,252 $1,035
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Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Loss on sale of mortgage-backed securities - 110
Depreciation and amortization 338 2,920
Gain on sale of property (14,093) -
Minority interest - 566
Increase in deferred rent receivable - (31)
Decrease (increase) in other assets 1,092 (78)
Litigation settlements (2,050) 750
(Decrease) increase in tenant deposits, accounts
payable and other liabilities (1,113) 678
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(15,826) 4,915
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NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (1,574) 5,950
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of real estate 104,540 -
Improvements to real estate (83) (385)
Cash in escrow (2,633) -
Collection of notes receivable - 7,700
Net sale of mortgage-backed securities 25 7,285
Leasing commissions paid and other - (967)
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NET CASH PROVIDED BY INVESTING ACTIVITIES 101,849 13,633
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes and bonds payable - (304)
Payment of loan costs - (47)
Distributions paid to limited partners (216) (566)
Distributions paid to stockholders (100,187) (4,284)
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NET CASH USED IN FINANCING ACTIVITIES (100,403) (5,201)
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NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (128) 14,382
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 14,316 1,256
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CASH AND CASH EQUIVALENTS, END OF PERIOD $14,188 $15,638
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SUPPLEMENTAL NON-CASH ACTIVITY
Debt assumed or paid off by Value Enhancement in connection with the Asset Sale
described in Note 2
$26,312 $ -
The accompanying notes are an integral part of these financial statements.
FRANKLIN SELECT REALTY TRUST
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
Unaudited
NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Franklin Select
Realty Trust (the "Company") included herein have been prepared in accordance
with the instructions to Form 10-Q pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. In the opinion of management, all
appropriate adjustments necessary to a fair presentation of the results of
operations have been made for the periods shown.
On February 10, 2000, Franklin Select Realty Trust closed the sale of all of
its real estate assets (the "Asset Sale") to Value Enhancement Fund III, LLC
("Value Enhancement") a private real estate fund formed by Lend Lease Real
Estate Investments to purchase properties.
Pursuant to the plan of liquidation approved by the shareholders, the Board
of Directors declared an initial liquidating distribution of $7.11 per share
to shareholders of record holding Series A common stock on February 29,
2000. The initial distribution was paid on March 10, 2000. Under applicable
AMEX regulations, the AMEX suspended trading in the Company's shares
beginning on March 1, 2000, and de-listed the Company's shares effective
March 13, 2000.
The Company will continue to wind up its affairs pursuant to the plan of
liquidation. It is expected that shareholders of record holding Series A
common stock will also receive a final liquidating distribution before the
end of 2000, subject to the successful liquidation of the Company within this
time frame. See Risk Factors Relating to the Asset Sale and Dissolution Plan
in Management's Discussion and Analysis of Financial Condition and Results of
Operations below. It is not expected that the shareholders of record of the
Series B common stock will receive a distribution.
The financial statements for the periods ended September 30, 2000 have been
prepared on a liquidation basis. No adjustment has been made to the prior
period financial statements, which were prepared on a going concern basis, as
was appropriate at the time that they were presented. The going concern basis
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. Liquidation basis accounting requires
management to estimate and record the value of all transactions anticipated
up until the date of liquidation, including any adjustments relating to the
recoverability and classification of assets and liabilities. The liquidation
basis of accounting is only used when it is reasonably certain that a
business will terminate.
These financial statements should be read in conjunction with the Company's
audited financial statements as of and for the year ended December 31, 1999.
NOTE 2 - REAL ESTATE SALES
The Asset Sale to Value Enhancement closed on February 10, 2000. The Asset
Sale included all real estate directly owned by the Company together with the
interests of the Company in FSRT, L.P. The aggregate base purchase price for
properties with a net book value of $110,317,000 was $131,500,000, reduced
by $26,312,000 for existing debt, which was assumed by the Value Enhancement.
A gain of $14,093,000 was recorded on the Asset Sale. The net proceeds of
approximately $104,540,000 were paid to the Company in cash.
NOTE 3 - CASH AND CASH EQUIVALENTS
Cash and cash equivalents of $14,188,000 and $14,316,000 at September 30,
2000 and December 31, 1999, respectively, primarily consisted of U.S.
Government Treasury Bills and mortgage-backed securities valued at amortized
cost. Cash equivalents are defined as investments with original maturities
of 90 days or less.
NOTE 4 - RELATED PARTY AGREEMENTS
The property management agreement with a related party has been terminated as
a result of the closing of the Asset Sale. Effective January 1, 2000, the
Company amended its advisory agreement with the Advisor to replace the asset
management fee with a fixed quarterly fee of $50,000 for the quarter ended
March 31, 2000 and $35,000 per quarter thereafter. Estimated future quarterly
advisory fees through December 31, 2000 of $35,000 have been accrued as of
September 30, 2000.
NOTE 5 - OTHER ASSETS
Included in Other assets as of September 30, 2000 is $2,708,000 that related
to amounts deposited in escrow to secure certain limited representations and
warranties made by the Company to Value Enhancement with respect to the Asset
Sale. This amount was released from escrow on November 10, 2000.
NOTE 6 - LITIGATION-UPDATE
The Company was involved in shareholder litigation that it has previously
reported: the "Hodge Lawsuit" and the "Vigneau Lawsuit. " In the Hodge
Lawsuit, Herbert S. Hodge, Jr. on behalf of certain shareholders of Franklin
Real Estate Income Fund (a predecessor of the Company, "FREIF"), filed a
purported class action complaint on June 3, 1997 in the California Superior
Court for San Mateo County against the Company, certain of its then current
and former directors, Franklin Properties, Inc. (the "Advisor"), Franklin
Resources, Inc. ("Franklin Resources") and Bear Stearns Co., Inc. The
complaint alleged, among other things, that the defendants breached their
fiduciary duties to the plaintiffs in connection with the merger of FREIF
into the Company in May 1996.
In the Vigneau Lawsuit, the Company was defending the former directors of
Franklin Advantage Real Estate Income Fund (a predecessor of the Company,
"Advantage"), who include the current directors of the Company, against a
purported class action. This action on behalf of certain shareholders of
Advantage was filed on December 2, 1996 in the California Superior Court for
San Mateo County. Other defendants currently include the Advisor and Franklin
Resources, Inc. The complaint alleged, among other things, that the
defendants breached their fiduciary duties to the plaintiffs and other
minority shareholders in connection with the purchase of an interest in
Advantage by Franklin Resources in August 1994 and in connection with the
merger of Advantage into the Company in May 1996.
The Company and the defendants entered into written settlement agreements
with the representative plaintiffs and their counsel in both cases to settle
the cases on a class-wide basis. Both settlements are now final.
NOTE 7 - DISTRIBUTIONS PAYABLE
Distributions payable at September 30, 2000 represented amounts accrued based
on cumulative distributions declared to date on shares of the Company's
Series A common stock that remain unconverted by stockholders of FREIF and
Advantage with respect to the Company's merger with FRIEF and Advantage in
May 1996.
NOTE 8 - LIQUIDATION ACCOUNTING ADJUSTMENTS
In accordance with the liquidation basis of accounting, certain adjustments
were made to the financial statements upon adoption of the liquidation basis
during first quarter of 2000. These adjustments represent management's
estimate of the expenses that will be incurred up to the date of the expected
liquidation of the Company. No assurance can be given that the final costs
will be in accordance with these estimates. Included in Other assets as of
September 30, 2000, is $266,000 relating to accrued interest income from the
Company's Cash and cash equivalents and Mortgage-backed securities through
December 2000. The following is a summary of the accruals included within
Other liabilities relating to liquidation events outstanding as of September
30, 2000:
UTILIZED
BALANCE AT QUARTER END BALANCE AT
AMOUNTS IN THOUSANDS JUNE 30, 2000 SEPTEMBER 30, SEPTEMBER 30,
2000 2000
Liquidation
adjustments
Legal $(27) $398
$425
Related party 78 (39) 39
Property related 101 (57) 44
Accounting fees 48 (3) 45
Other 68 (22) 46
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Total liquidation
expense adjustments $720 $(148) $572
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NOTE 9 - MINORITY INTEREST IN FSRT, L.P.
In connection with the formation of FSRT, L.P., the limited partners of FSRT,
L.P. were granted rights to convert their limited partner interests into shares
of the Company's Series A common stock. On February 10, 2000, the limited
partner converted its limited partner interests into 1,625,000 shares of Series
A common stock. Following this conversion, FSRT, L.P is wholly-owned by the
Company.
FRANKLIN SELECT REALTY TRUST
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
The following discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the Company's 1999 Form 10-K.
As described in Note 2 to the financial statements, the Company sold its real
estate properties on February 10, 2000, in accordance with a vote of
shareholders on January 25, 2000. The Company is now expected to be
liquidated by the end of fiscal 2000. As a result, the Company has adopted
liquidation basis accounting, which requires the accrual of all expected
costs and revenues to the date of the liquidation.
When used in the following discussion, the words "believes," "intends,"
"expects," "anticipates" and similar expressions are intended to identify
forward-looking statements. Such statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from
those projected, including, but not limited to, those set forth in the
section entitled "Risk Factors Relating to the Asset Sale and the Dissolution
Plan," below. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. The
Company undertakes no obligation to publicly release any revisions to these
forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND
1999
The financial statements for the periods ended September 30, 2000 were
prepared using the liquidation basis of accounting which differs from the
going concern basis of accounting used to prepare the financial statements
for the periods ended September 30, 1999. See Note 1 to the accompanying
financial statements. Accordingly, the Company did not earn revenues or incur
expenses during the three months ended September 30, 2000, since all costs
and expected revenues to liquidate the Company were estimated in the first
quarter of 2000, and were reflected in the Company's results for the quarter
ended March 31, 2000. See Note 8 to the accompanying financial statements.
Total revenue for the three- and nine-month periods ended September 30, 2000
decreased $3,889,000 and $8,493,000, respectively, when compared to the same
periods a year ago. Rental revenue in the periods ended September 30, 2000
was substantially earned in the period between January 1, 2000 and February
10, 2000, the date of the Asset Sale. In the three-month period ended
September 30, 2000 rental revenues of $27,000 were received and recorded in
respect of a former tenant of one of the buildings sold in the Asset Sale.
No rental revenues were accrued as part of the liquidation adjustments and
therefore revenues were recorded in the current period. Investment income in
the nine-month period ended September 30, 2000 represents earned and
anticipated revenues to the date of expected final liquidation in December
2000.
Total expenses for the three- and nine-month periods ended September 30, 2000
decreased $3,250,000 and $6,301,000, respectively, when compared to the same
periods a year ago. Property operating, Interest and Depreciation costs in
the current year were incurred during the period January 1, 2000 to February
10, 2000. Related party and General and administrative expenses for the
nine-month period represent the amounts that the Company is expected to incur
during the liquidation phase.
General and administrative expenses for the three-month and nine-month
periods ended September 30, 2000, decreased $307,000 and increased $855,000,
respectively, when compared to the same periods a year ago. This decrease was
primarily due to the sale of the Company's remaining properties, and
anticipated liquidation, as discussed in Note 8 to the financial statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents were $14,188,000 at September 30,
2000 as compared to $14,316,000 at December 31, 1999. Substantially all of
these funds were invested in U.S. Treasury securities and mortgage-backed
with original maturities of 90 days or less.
During the nine months ended September 30, 2000, the Company received net
proceeds from the Asset Sale of $104,540,000 and paid distributions to
stockholders of $100,187,000, including the initial distribution of
approximately $98,654,000 or $7.11 per share of Series A common stock
outstanding. It is expected that stockholders of record holding Series A
common stock will also receive a final liquidating distribution before the
end of the calendar year. This final distribution is subject to expiration of
the limited representations and warranties described in Risk Factors below.
It is not expected that any interim or quarterly distribution will be
declared or paid before the final liquidating distribution.
RISK FACTORS RELATING TO THE ASSET SALE AND THE DISSOLUTION PLAN
LIQUIDATION OF THE COMPANY
The Company has sold all of its remaining properties and is now in its
liquidation phase. Hereafter, the Company will continue to wind up its
affairs pursuant to the Plan of Liquidation, as approved by shareholders on
January 25, 2000. During this phase, the Company will continue to incur
general and administrative expenses for legal, accounting, and other
professional fees, directors and officers insurance coverage, advisory and
directors fees, and other costs of operating the Company and winding up its
affairs. Those revenues and expenses have been estimated and accrued in these
financial statements, but there can be no assurance that the final costs will
be in accordance with those estimates.
LITIGATION
The Company was involved in shareholder litigation as described in Note 6 to
the accompanying financial statements. The settlements in both the Hodge and
Vigneau Lawsuits are now final.
FRANKLIN SELECT REALTY TRUST
PART II - OTHER INFORMATION
ITEM1. LEGAL PROCEEDINGS
The Company was involved in shareholder litigation that it has previously
reported: the "Hodge Lawsuit" and the "Vigneau Lawsuit. " In the Hodge
Lawsuit, Herbert S. Hodge, Jr. on behalf of certain shareholders of Franklin
Real Estate Income Fund (a predecessor of the Company, "FREIF"), filed a
purported class action complaint on June 3, 1997 in the California Superior
Court for San Mateo County against the Company, certain of its then current
and former directors, Franklin Properties, Inc. (the "Advisor"), Franklin
Resources, Inc. ("Franklin Resources") and Bear Stearns Co., Inc. The
complaint alleged, among other things, that the defendants breached their
fiduciary duties to the plaintiffs in connection with the merger of FREIF
into the Company in May 1996.
In the Vigneau Lawsuit, the Company was defending the former directors of
Franklin Advantage Real Estate Income Fund (a predecessor of the Company,
"Advantage"), who include the current directors of the Company, against a
purported class action. This action on behalf of certain shareholders of
Advantage was filed on December 2, 1996 in the California Superior Court for
San Mateo County. Other defendants currently include the Advisor and Franklin
Resources, Inc. The complaint alleged, among other things, that the
defendants breached their fiduciary duties to the plaintiffs and other
minority shareholders in connection with the purchase of an interest in
Advantage by Franklin Resources in August 1994 and in connection with the
merger of Advantage into the Company in May 1996.
The Company and the defendants entered into written settlement agreements
with the representative plaintiffs and their counsel in both cases to settle
the cases on a class-wide basis. Both settlements are now final.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits:
Exhibit
NO. LIST OF EXHIBITS FOOTNOTE
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3.1 Amended and Restated Articles of Incorporation (1)
3.2 Second Amended and Restated Bylaws of Franklin Select Realty Trust (2)
10.1 Amended and Restated Advisory Agreement (3)
10.2 Property Management Agreement (4)
10.3 Agreement of Limited Partnership of FSRT, L.P. between the Company and (5)
Northport Associates No. 18, a California limited liability company, dated as
October 30, 1996.
10.4 Contribution Agreement, dated as of October 30, 1996, between FSRT, L.P., (5)
the Company, Northport Associates No. 18, a California limited liability company,
and the members of Northport Associates No. 18.
10.5 Exchange Rights Agreement, dated as of October 30, 1996, among the Company, (5)
FSRT L.P., and Northport Associates No. 18, a California limited liability company.
10.6 Registration Rights Agreement, dated as of October 30, 1996, among the (5)
Company and Northport Associates No. 18, a California limited liability company.
10.7 Secured line of credit loan agreement, dated December 10, 1996, by and
between the Company and Bank of America. (6)
10.8 Lease agreement dated July 9, 1999, by and between the Company and Sybron
Laboratory Products Corporation (7)
10.9 Purchase Agreement dated as of October 12, 1999, by and among the Company,
FSRT, L.P., the limited partners of FSRT L.P., and Value Enhancement Fund III,
LLC. (8)
10.10 Purchase of Conversion Rights Agreement dated as of October 12, 1999 between
the Company and the limited partners of FSRT, L.P. (8)
10.11 Amended and Restated Advisory Agreement. (9)
27.1* Financial data schedule
* Filed herewith.
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FOOTNOTES
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(1) Documents were filed in the Company's Form 10-Q for the quarter ended March 31, 1999
and are incorporated herein by reference.
(2) Documents were filed in the Company's Form S-4 Registration Statement, dated November 13,
1995, (Registration No. 033-64131), and are incorporated herein by reference.
(3) Documents were filed in the Company's Form 10-K for the year ended December 31, 1998,
and are incorporated herein by reference.
(4) Documents were filed in the Company's Form 10-K for the year ended December 31,
1994, and are incorporated herein by reference.
(5) Documents were filed in the Company's Form 8-K, dated October 31, 1996, and
are incorporated herein by reference.
(6) Documents were filed in the Company's Form 10-K, for the year ended December 31, 1996,
and are incorporated herein by reference.
(7) Documents were filed in the Company's Form 10-Q for the quarter June 30, 1999 and
are incorporated herein by reference.
(8) Documents were filed in the Company's Form 8-K dated October 12, 1999, and are
incorporated herein by reference.
(9) Documents were filed in the Company's Form 10-Q for the quarter ended March 31, 2000 and
are incorporated herein by reference.
(b) Reports filed on Form 8-K
During the quarter ended September 30, 2000, the Company did not file any reports on Form 8K.
</TABLE>
SIGNATURE
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.
FRANKLIN SELECT REALTY TRUST
By: /S/ DAVID P. GOSS
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David P. Goss
Chief Executive Officer
Date: NOVEMBER 14, 2000
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