SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
AEI NET LEASE INCOME &
GROWTH FUND XIX LIMITED PARTNERSHIP
CONSENT STATEMENT
For Amendment to Limited Partnership Agreement to Permit
Reinvestment of Sales Proceeds
THIS CONSENT STATEMENT IS BEING MAILED TO INVESTORS ON OR ABOUT
AUGUST 1, 1998. TO BE COUNTED, A PROPERLY SIGNED CONSENT FORM MUST
BE RECEIVED BY THE MANAGING GENERAL PARTNER AT 1300 MINNESOTA WORLD
TRADE CENTER, 30 EAST 7TH STREET, ST. PAUL, MINNESOTA 55101, ON OR
BEFORE SEPTEMBER 30, 1998.
AEI Fund Management XIX, Inc., the Managing General Partner of AEI
Net Lease Income & Growth Fund XIX Limited Partnership (the "Fund")
is recommending an amendment (the "Amendment") to the Fund's Limited
Partnership Agreement (the "Fund Agreement"). The Amendment would
change Section 5.4 of the Fund Agreement to allow proceeds from sale
of Fund properties to be reinvested in replacement properties until
final liquidation of the Fund. The Fund Agreement currently
requires that reinvestments end on February 5, 1998. For ease of
understanding, this Consent Statement sometimes refers to AEI Fund
Management XIX, Inc. as the "General Partner", "we" or "us" and to a
limited partner in the Fund as an "Investor" or as "you".
THE PROPOSED AMENDMENT WILL AFFECT YOUR INVESTMENT IN
THE FUN IN A NUMBER OF WAYS AND INVOLVE A NUMBER OF RISKS THAT ARE
DISCUSSED IN MORE DETAIL UNDER THE CAPTION "SUMMARY" AND "RISKS OF
THE AMENDMENT," INCLUDING THE FOLLOWING:
<BULLET> Distributions of some sales proceeds will be delayed.
<BULLET> The reinvestments could cause extension of the life of the
Fund.
<BULLET> The interests of the General Partners in approval of the
Amendment may conflict with the interests of Investors.
<BULLET> Properties in which proceeds are reinvested will be
subject to many of the same risks of nonperformance as
the original properties.
<BULLET> Investors will not be able to review in advance the
properties in which proceeds are reinvested.
Currently, we are required to distribute proceeds if a property
is sold. Because this encourages the Fund not to sell properties, we
do not believe that this is in the best interest of partners. We
believe that the Fund should be able to take advantage of property
sales, when available at attractive prices, without depleting the
capital base of the Fund. Approval of the Amendment would allow us
to continue to reinvest proceeds from the sale of properties in
replacement properties until final liquidation of the Fund.
Accordingly, WE RECOMMEND A VOTE "FOR" THE PROPOSED AMENDMENT.
YOU WILL NOT HAVE APPRAISAL OR DISSENTERS RIGHTS AND THEREFORE
WILL NOT HAVE THE RIGHT TO REQUIRE THE FUND TO PAY YOU THE VALUE
OF YOUR UNITS IF YOU DISAGREE WITH THE PROPOSED AMENDMENT.
-2-
SUMMARY
The following summary is qualified by the more detailed discussion
set forth herein.
The Amendment
We are proposing an amendment to Section 5.4 (the "Amendment") of
the Fund Agreement. The Amendment will eliminate the requirement
that the Fund distribute all proceeds from sale of properties and,
instead, allow reinvestment of proceeds until final liquidation of
the Fund. Even if the Amendment is approved, however, most, if
not all, gain from sales activity would continue to be distributed
to Investors. The Amendment is intended primarily to allow the
Fund to reinvest the portion of sales proceeds that constitutes
the original investment in a property, while distributing the
"gain" (the excess of sales proceeds over the original
investment). Because the portion of proceeds representing the
original investment will be reinvested, distributions of sales
proceeds will initially decrease if the Amendment is approved and
will be delayed until liquidation of the Fund. See "Reasons for
and Effects of the Amendment."
Reasons for the Amendment
The Fund may sell properties prior to final liquidation of the
Fund due to favorable market conditions, exercise of lease
purchase options, tenant restructuring or other reasons. Although
we cannot guarantee returns, we believe that the Fund can generate
favorable returns to Investors through the acquisition of
additional properties that can be resold. We believe that the
Fund should be in a position to reinvest the proceeds from these
and other sales into replacement net leased properties.
Benefits to Insiders
The General Partners may benefit from the Amendment in several
respects. If the Amendment is approved, the Fund will retain more
properties under management and the General Partners will receive
more reimbursements from the Fund. Further, to the extent funds
are reinvested and properties perform well, the likelihood that we
will receive a higher percentage of cash flow may be increased.
See "Interests of the General Partner in the Amendment."
Voting/Units Held by General Partners
The Amendment will require the affirmative vote of holders of a
majority of the outstanding Units. There were 20,974.63 Units
outstanding at June 30, 1998. The General Partner and its
affiliates held a total of 45.5 Units as of June 30, 1998 and
intend to vote all such Units in favor of the Amendment. See
"Unit Ownership of Principal Holders and Management."
Risks of the Amendment
1. Deferred Cash Distributions. Rather than distributing all
net cash proceeds on sale of a property, the Amendment will allow
the Fund (if we determine, in our discretion, that it is
advantageous to the Fund) to reinvest such proceeds in new
properties (subject to a continuing obligation to distribute to
you cash proceeds adequate to pay the income tax liability
generated by sales of property). The distribution of cash that is
reinvested will be delayed until the Fund is finally liquidated.
2. Risk of Extension of Fund Life. We intend to reinvest sales
proceeds in new properties that can be sold again within a few
years. The Amendment could render more difficult the final sale
of properties within the original intended life of the Fund. We
intend to commence liquidation of the Fund through the sale of its
remaining properties within ten years after acquisition (in 2004),
although the sale of any particular property may be delayed based
on market and other conditions. The Amendment could have the
effect of extending the life of the Fund for several years and
delaying the ultimate distribution of its assets. The Fund
Agreement provides that the Fund must be liquidated, in any event,
by December 31, 2041 (an arbitrary date).
-3-
3. Real Estate Risks on Reinvestment. Proceeds will be
reinvested in new triple net leased commercial properties that are
subject to the same risks of performance as the properties
originally acquired by the Fund. The value of real estate is
subject to a number of factors beyond the control of the Fund,
including national economic conditions, changes in interest rates,
governmental rules and regulations and competition from other
forms of financing. If adverse changes in these general
conditions negatively affect market value, the final disposition
of the property and the distribution of cash to Investors may be
delayed or the disposition may result in a loss, or both. Among
other things, the value of properties in which the Fund will
invest will be affected by the lease rates we are able to
negotiate and the financial condition of the tenant. Lease rates
as a percentage of property purchase price have declined in recent
years as interest rates have declined and as financing from other
sources, such as real estate investment trusts, has become more
available. To the extent interest rates and market lease rates
increase in the future, the value of real estate acquired by the
Fund when rates were lower may decline. If a tenant is unable to
perform its lease obligations, the Fund may not be able to sell
the property or may be forced to sell the property at a loss.
Further, in the event of a bankruptcy of a tenant, the Fund might
not be able to obtain possession of the property for a
considerable period of time. See "Reasons For and Effects of the
Amendment."
4. Undesignated Properties. Investors will not be able to
review in advance the properties in which proceeds would be
reinvested.
5. Conflicts of Interest. The interests of the General
Partners in proposing the Amendment may be different than your
interests because the General Partners will receive more
reimbursements from the Fund if proceeds are reinvested than they
will if proceeds are not reinvested. The General Partners are
reimbursed at cost, which includes a portion of the salaries of
the General Partner's personnel and other overhead, for services
the General Partners provide to the Fund. Reimbursements will
decrease if cash is distributed and fewer properties are under our
management in the Fund. See "Interests of the General Partner in
the Amendment."
6. No Appraisal Rights. You will not have appraisal or
dissenters rights as a result of the Amendment. Accordingly, if
you disagree with the Amendment you will not have the right to
require the Fund to pay out the value of your Units. Instead, the
Amendment will be effective with respect to you if approved by
holders of a majority of the Units. If you disagree, you will be
required to find a different method of disposing of your Units,
such as through the Fund's repurchase plan, or to hold your Units
until liquidation of the Fund.
-4-
REASONS FOR THE AMENDMENT
If Investors approve the Amendment, the Fund will have the
opportunity, upon the sale or other disposition of properties such
as the properties described below, to reinvest the Net Proceeds of
Sale in additional triple net leased properties. Under the terms
of the Fund Agreement, the net proceeds from the sale of
properties cannot be reinvested after February 5, 1998. By
consenting to the Amendment, you would permit the Fund to acquire
new properties with the net proceeds from the sale of the
properties (net of any distributions to Investors). Because
proceeds will be reinvested, distributions of sales proceeds will
be decreased until further liquidation of the properties in which
the proceeds are reinvested, or until liquidation of the Fund.
The Amendment is not intended to extend the life of the Fund.
The Prospectus under which the Units were sold indicated that we
expected that most of the properties would be sold or refinanced
eight to ten years after acquisition. The Fund properties
described below were acquired between 1991 and 1997. It remains
our intention to commence liquidation of the Fund, depending on
market conditions and the benefits of continued ownership, through
the sale of the Fund's remaining properties by the year 2004.
We are proposing the Amendment for a number of reasons,
including the following:
<BULLET> Without the Amendment, we will be required to forgo all
attractive proposals we receive to sell Fund properties
if we desire to avoid depleting the Fund's capital base.
<BULLET> If the Amendment is approved, the Fund will be able to
(i) take advantage of any favorable purchase proposals
that are presented, (ii) seek out such proposals when
market conditions are favorable, and (iii) retain adequate
capital in the Fund to work toward the Fund's investment
objectives.
<BULLET> Without the Amendment, if a property is sold prior to
final liquidation of the Fund, the Fund's capital base,
and therefore its ability to generate the level of return
that was the objective when it was formed, will be reduced.
<BULLET> If the Amendment is approved, cash proceeds from the
sale of a property may be reinvested in a new property.
Subject to the same risks of real estate investment that
were assumed when the Fund was formed, the new property
could generate continuing cash flow from rents and
potential gain on sale.
<BULLET> Without the Amendment, if you wish to invest distributed
sales proceeds (which constitute a return of a portion
of your original investment in the Fund) in a similar
vehicle such as an AEI fund, you would be forced to
purchase units in a new fund with distributed cash. Real
estate funds are initially offered subject to sales
commissions and organization expense that decrease the
amount invested in properties and, therefore, the asset
base that generates income and gain on an investment.
<BULLET> If the Amendment is approved, no securities
brokerage commissions or other organizational expense will
reduce the cash reinvested in new properties.
The Fund incurs a significant amount of organization and
syndication expense at formation. We believe that the Fund can
generate the most favorable returns to Investors only if the costs
of forming the Fund, including commissions to sales agents, filing
fees and professional costs, can be amortized against cash flow
(primarily rents) from operation of all properties over the
intended life of the Fund (8 to 10 years after purchase of
properties). If a significant portion of the real property assets
of the Fund are sold in advance of the originally intended
liquidation date of the Fund, the income and gain from the assets
remaining may not be adequate to generate the returns that were
the original objective of the Fund.
-5-
The Fund has periodically sold properties in the past and,
through February 5, 1998, reinvested some of the sale proceeds in
new properties. We normally distribute that portion of the
proceeds that respesents gain and always distribute enough to
cover income tax liability. Nevertheless, we have generally
retained the remainder of the proceeds to reinvest in new
properties.
From formation through June 30, 1998, the Fund had sold all or a
portion of its interest in ten properties. Many of these sales
occurred when a lessee exercised its option under a lease
agreement to purchase the property. Several others occurred when
the Fund was presented with a proposal to purchase the property
that we considered attractive because the purchase price
represented a substantial gain to the Fund. Several others
represented the disposal of distressed properties. All of these
sales are discussed in the Annual Report on Form 10-KSB, or
quarterly report on Form 10-QSB, that accompany this consent
statement.
At June 30, 1998, the Fund held approximately $1,480,000 of
proceeds from early payment of a promissory note it had received
on sale of a property. We are proposing the Amendment so that
these proceeds, and other proceeds we may generate on sale of
properties in the future, can be reinvested.
EFFECTS OF AMENDMENT
In the event Investors approve the Amendment, a portion of the
proceeds from properties sold or otherwise disposed of will be
reinvested rather than distributed. The Fund will not change its
investment objectives or policies. Accordingly, new properties in
which such proceeds are invested will consist primarily of single
tenant, triple net leased properties that are purchased without
indebtedness, many of which are leased to tenants in the
restaurant industry. See "Reasons for the Amendment." As of June
30, 1998, the Fund held interests in fifteen properties as
summarized below:
Property Acquisition Annual Rental
Cost Payments
Applebee's Restaurant, Aurora, CO (1) $ 44,782 $ 6,263
Applebee's Restaurant, Beaverton, OR 1,760,079 237,682
Applebee's Restaurant, Covington, LA 1,099,085 161,462
Applebee's Restaurant, Crestview Hills, KY (1) 14,039 1,933
Applebee's Restaurant, Crestwood, MO 803,418 111,709
Applebee's Restaurant, Temple Terrace, FL (1) 96,262 13,986
Champps Americana Restaurant, Troy, MI (2) 361,889 25,332
Denny's, Apple Valley, CA 1,177,655 168,910
Garden Ridge Retail Store, Pineville, NC 3,615,378 383,973
HomeTown Buffet Restaurant, Tucson, AZ (1) 610,755 80,960
Media Play Retail Store, Apple Valley, MN 1,389,367 (3)
Party City Retail Store, Gainesville, GA 1,435,309 150,752
Red Line Burgers Restaurant, Corpus Christi, TX 280,378 15,000
Red Line Burgers Restaurant, Houston, TX 299,531 (3)
Taco Cabana Restaurant, Houston, TX 547,322 79,570
Taco Cabana Restaurant, San Antonio, TX 1,147,274 179,503
Taco Cabana Restaurant, Waco, TX 19,720 2,779
Total $14,702,243 $ 1,619,814
(1) A portion of the Fund's interest in the property has been sold.
(2) Restaurant is under construction as of December 31, 1997.
(3) The property is vacant and listed for sale or lease.
-6-
If the proceeds are reinvested, the rental revenues generated by
the Fund would be increased and distributions from rental revenues
will be higher than they will if proceeds are not reinvested.
Distribution of sales proceeds will be reduced or delayed until
liquidation of the Fund. Accordingly, we believe approval of the
Amendment will result in a more steady rate of distribution during
the life of the Fund with a large distribution at the end of the
life of the Fund.
If Investors do not approve the Amendment, Investors will
receive a distribution of sales proceeds of approximately
$1,450,000, or approximately $69.00 per outstanding Unit, in the
third quarter of 1998. This distribution of Net Proceeds of Sale
would reduce the adjusted capital contributions of investors by an
additional $69.00 per outstanding limited partnership unit.
INTERESTS OF THE GENERAL PARTNERS IN THE AMENDMENT
In accordance with, and subject to the limitations in, the Fund
Agreement, we will be reimbursed for any costs (including a
proportionate amount of employee salary, benefit and overhead
expense) we incur in completing any property acquisition and in
connection with management of the property. Generally, we
allocate costs to the Fund based on the daily time sheets of our
employees. We establish an hourly charge for each employee based
on their salaries, benefit expense and overhead expense (the
portion of rental, depreciation and other office charges necessary
to maintain the employee) and the Fund is charged for the amount
of time spent by the employee on Fund activities multiplied by the
time charge. If the Amendment is not approved, and the proceeds
from the sale of the properties are not reinvested, the amount of
capital under our management through the Fund, and the scope of
the Fund's operations, will be reduced and we will have to deploy
our employees in other activities. Such reduced operations can be
expected to reduce the amount of reimbursements that we receive
from the Fund. Reimbursements to us by the Fund for expenses
incurred have averaged approximately $338,285 per year during the
past two years and aggregated approximately over $1,041,791 during
the three years ended December 31, 1997. Such reimbursements will
decrease if cash is distributed and fewer properties are acquired
and under management in the Fund.
Further, we receive more than 1% of Fund cash flow only to the
extent the Fund has generated a 10% return to Investors, and we
share in sales proceeds only to the extent the Fund has paid
cumulative distributions to Investors equal to their Adjusted
Capital Contributions plus a 12% cumulative return. To the extent
that proceeds are reinvested, the properties perform well, and
these returns can be achieved, we may receive up to 10% of the
cash flow remaining after payment of the 10% return to Investors
and up to 10% of sales proceeds remaining after payment of the 12%
cumulative return to Investors.
UNIT OWNERSHIP OF PRINCIPAL HOLDERS AND MANAGEMENT
The following table sets forth information about the number of
Units owned by each person known by the Fund to beneficially own
5% or more of the Units, by each General Partner, and by each
officer or director of AEI Fund Management, Inc. as of February
28, 1998:
Name and Address Number of Percent
of Beneficial Owner Units Held of Class
AEI Fund Management XIX, Inc. 0 0%
1300 Minnesota World Trade Center
30 East 7th Street, St. Paul, Minnesota 55101
Robert P. Johnson 45.5 *
1300 Minnesota World Trade Center
30 East 7th Street, St. Paul, Minnesota 55101
Mark E. Larson 0 0%
1300 Minnesota World Trade Center
-7-
30 East 7th Street, St. Paul, Minnesota 55101
* Less than 1%
The persons set forth in the preceding table hold sole voting power
and power of disposition with respect to all of the Units set
forth opposite their names. We know of no holders of more than 5%
of the outstanding Units.
VOTE REQUIRED AND PROCEDURES FOR VOTING
Voting by Investors with respect to an amendment of the Fund
Agreement is based upon ownership of limited partner units
("Units"). As of June 30, 1998, there were 20,974.63 Units
outstanding. Each Unit is entitled to one vote. Fractions of
Units will be included in the total.
In order for the proposed Amendment to be adopted, a majority of
the Units must be voted in favor of the Amendment. Because an
abstention would not be counted as a vote for an amendment, it
would have the effect of a vote against an amendment. The General
Partner intends to vote all 45.5 Units controlled by it in favor
of the Amendment.
Accompanying this Consent Statement is a Consent Form for you.
By checking the appropriate box, you can indicate whether you vote
FOR or AGAINST or ABSTAIN as to the proposed Amendment. If you
return a Consent Form that is signed without checking any box, you
will be deemed to have voted FOR the Amendment. If you vote
against, or abstain with respect to, the Amendment, you do not
have appraisal or similar rights under Minnesota law.
We have fixed the close of business on July 31, 1998 as the
record date for the determination of the Investors entitled to
vote on the proposed Amendment, the close of business on September
30, 1998 as the date by which Consent Forms must be received by us
in order to be counted, and October 1, 1998 as the date on which
the consents are to be counted. You may revoke your consent at
any time prior to October 1, 1998, provided written revocation is
received by us prior to that date.
The cost of solicitation of consents will be borne by the Fund.
The solicitations will be made by the mails. This Consent
Statement is being first mailed on or about August 1, 1998. Our
staff will be available by telephone to answer any questions
concerning this Consent at (800) 328-3919.
INCORPORATION BY REFERENCE/FORWARD LOOKING STATEMENTS
This consent statement relies on information that is contained
in the Fund's Annual Report on Form 10-KSB for the year ended
December 31, 1997 and quarterly report on Form 10-QSB for the
quarter ended March 31, 1998 (the "Reports"). That information is
"incorporated by reference" in this consent statement under the
Commission's rules. A copy of the Reports are being delivered to
you with this Consent Statement.
The Annual Report and this Consent Statement contain statements
that are intended as "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995
(the "Act"). The words or phrases "expects", "will continue",
"should", "is anticipated", "believes", "estimate", "hopes", or
expressions of a similar nature denote forward looking statements.
Those statements are subject to risks and uncertainties that could
cause actual results to differ materially from the results
presently anticipated or projected. The Fund cautions readers not
to place undue reliance on such forward looking statements and all
readers should consider carefully risks that may effect the
attainment of those statements, including the risks summarized
above under "Summary_Risks of the Amendment."
BY ORDER OF THE BOARD OF DIRECTORS
OF AEI FUND MANAGEMENT XIX, INC.
Robert P. Johnson, President
-8-
Exhibit A
PROPOSED AMENDMENT OF
LIMITED PARTNERSHIP AGREEMENT OF
AEI NET LEASE INCOME & GROWTH FUND XIX
Changes in the existing provisions of the Partnership
Agreement that would be made by the proposed Amendment are shown
below. Existing provisions proposed to be omitted are lined
through and enclosed in brackets. New Provisions are printed in
bold type. Only the portion of Section 5.4 that will be changed
by the Amendment is shown. If approved, the Amendment will be
effective immediately.
SECTION 5.4 DISTRIBUTION OF NET PROCEEDS OF SALE
5.4 Distribution of Net Proceeds of Sale. Upon financing,
refinancing, sale or other disposition of any of the Properties,
Net Proceeds of Sale may be reinvested in additional properties
until [a date five years after the date on which the offer and
sale of units pursuant to the Prospectus is terminated,] THE
GENERAL PARTNER DETERMINES THAT IT IS IN THE BEST INTERESTS OF THE
FUND TO BEGIN LIQUIDATION OF THE FUND; provided, however, that
sufficient cash is distributed to the Limited Partners to pay
state and federal income taxes (assuming Limited Partners are
taxable at a marginal rate of 28% for federal income tax purposes
or such greater rate as is the maximum effective rate for federal
income taxation applicable to individuals) created as a result of
such transaction.
-9-
IMPORTANT IMPORTANT
AEI NET LEASE INCOME & GROWTH FUND XIX LIMITED PARTNERSHIP
CONSENT OF LIMITED PARTNERS
This consent is solicited by the Board
of Directors of AEI Fund Management XIX, Inc.,
The Managing General Partner
The undersigned, a Limited Partner of AEI Net Lease Income &
Growth Fund XIX Limited Partnership (the "Fund"), hereby consents
(unless otherwise directed below) to the proposal identified below
to adopt an Amendment to Section 5.4 of the Limited Partnership
Agreement (the "Partnership Agreement") of the Fund (the
"Amendment"), as more fully described in the accompanying Consent
Statement. By voting for the Amendment the undersigned hereby
names AEI Fund Management XIX, Inc. as his/her/its attorney-in-
fact with power to sign and acknowledge on the undersigned's
behalf any instrument that may be necessary to evidence the
Amendment and any corresponding Amendment to the Fund's
Certificate of Limited Partnership.
Please date and sign this Consent below and return it in the
enclosed, postage paid envelope. To be counted, this Consent must
be received not later than the close of business on September 30,
1998.
Adoption of the Amendment to Section 5.4 of the Partnership
Agreement
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Fund Units held by the signing Limited Partner will be
voted as directed. They will be voted "FOR" the Amendment if no
box is checked.
Please sign exactly as your name appears below. When Fund
Units are held by joint tenants, both owners should sign. When
signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If
a partnership, please sign in partnership name by authorized
person.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS CONSENT.
Dated: , 1998
Signature (if held jointly)
-10-
