<PAGE> 1
UNITED STATES
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 quarterly period ended March 31, 1996
[ ] 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: 038593
RENAISSANCE CAPITAL PARTNERS II, LTD.
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Texas 75-2407159
_____________________________________________________________________________
(State or other jurisdiction (I.R.S. Employer I.D. No.)
of incorporation or organization)
8080 North Central Expressway, Dallas, Texas 75206-1857
_____________________________________________________________________________
___
(Address of principal executive offices) (Zip Code)
214/891-8294
_____________________________________________________________________________
(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
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
RENAISSANCE CAPITAL PARTNERS II, LTD.
Statement of Assets, Liabilities and
Partners' Equity
(Unaudited)
[CAPTION]
<TABLE>
Assets December 31, 1995 March 31, 1996
------ ----------------- --------------
<S> <C> <C>
Cash and cash equivalents $ 467,916 $ 853,700
Investments at market value, cost
of $28,968,505 and $28,514,782 28,598,520 25,010,215
Interest receivable 695,365 664,455
Other assets 130,790 123,565
----------- -----------
$29,892,591 $26,651,935
=========== ===========
Liabilities and Partners' Equity
--------------------------------
Accounts payable - related parties $ 219,489 $ 134,388
Distribution payable to limited partners 138 -
---------- ----------
Total liabilities 219,627 134,388
---------- ----------
Partners' equity (deficit):
General partner (26,009) (57,563)
Limited partners (43,449.01 units) 29,698,973 26,575,110
----------- -----------
Total partners' equity 29,672,964 26,517,547
----------- -----------
$29,892,591 $26,651,935
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 3
RENAISSANCE CAPITAL PARTNERS II, LTD.
STATEMENT OF INCOME
(Unaudited)
[CAPTION]
<TABLE>
Three Months ended March 31,
1995 1996
-------- --------
<S> <C> <C>
Income:
Interest $ 394,097 $ 195,449
Dividends 110,667 4,407
Other income 6,000 9,607
----------- ------------
510,764 209,463
----------- ------------
Expenses:
Legal fees 45,750 19,281
Accounting and professional 44,581 58,964
Marketing and promotional 3,500 36
Independent general partner fees 16,427 16,427
Other general and administrative 14,780 2,336
Management fees 214,370 133,254
----------- ------------
339,408 230,298
----------- ------------
Net income (loss)from operations 171,356 (20,835)
Net realized and unrealized loss
on investments (3,830,730) (3,134,582)
----------- ------------
Decrease in assets from
operations $(3,659,374) $ (3,155,417)
=========== ============
Loss per weighted average limited partnership unit $ (84.25) $ (71.90)
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE> 4
RENAISSANCE CAPITAL PARTNERS II, LTD.
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
Three Months Ended March 31, 1996
(Unaudited)
[CAPTION]
<TABLE>
General Limited
Partner Partners Total
--------- ---------- -----------
<S> <C> <C> <C>
Balance at December 31, 1995 $(26,009) $29,698,973 $29,672,964
Net loss (31,554) (3,123,863) (3,155,417)
-------- ----------- -----------
Balance at March 31, 1996 $(57,563) $26,575,110 $26,517,547
======== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
RENAISSANCE CAPITAL PARTNERS II, LTD.
STATEMENT OF CASH FLOWS
(Unaudited)
[CAPTION]
<TABLE>
Three Months ended March 31,
1995 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3,659,374) $(3,155,417)
------------ -----------
Adjustments to reconcile net income to net
cash flows provided by operating activities:
Net realized and unrealized
loss on investments 3,830,730 3,134,582
(Increase) decrease in interest receivable (281,419) 30,910
Decrease in accounts payable (31,030) (85,100)
------------ -----------
Total adjustments 3,518,281 3,080,392
------------ -----------
Net cash used by operating activities (141,093) (75,025)
------------ -----------
Cash flows from investing activities:
Investments in convertible debentures and notes receivable (329,000) (184,933)
Principal payments of notes receivable - 638,655
Reduction of other assets - 7,225
------------ -----------
Net cash provided (used) by investing activities (329,000) 460,947
------------ -----------
Cash flows from financing activities:
Limited partner withdrawal (11,667) -
Cash distributions to limited partners (300,000) (138)
------------ ----------
Net cash used by financing activities (311,667) (138)
------------ ----------
Net increase (decrease) in cash (781,760) 385,784
Cash and cash equivalents at the beginning of the period 2,873,621 467,916
------------ ----------
Cash and cash equivalents at the end of the period $ 2,091,861 $ 853,700
============ ===========
</TABLE>
Partnership distribution of $200,000 was accrued at March 31, 1995.
See accompanying notes to financial statements.
<PAGE> 6
RENAISSANCE CAPITAL PARTNERS II, LTD.
Notes to Financial Statements
March 31, 1996
(Unaudited)
1. ORGANIZATION AND BUSINESS PURPOSE
Renaissance Capital Partners II, Ltd. (the "Partnership"), a Texas
limited partnership, was formed on January 14, 1991. The Partnership
Agreement required minimum aggregate capital contributions by limited
partners of not less than $2,500,000 and allowed for maximum limited
partnership contributions of $50,000,000. The final closing occurred on
March 31, 1993, with total subscriptions for limited partnership interests of
$42,873,900. The Partnership seeks to achieve current income and capital
appreciation principally by making direct investments primarily in private
placement convertible debt securities of small to medium size public
companies.
The Partnership elected to be treated as a business development
company under the Investment Company Act of 1940, as amended. The
Partnership will terminate upon liquidation of all of its investments, but no
later than eight years from the final closing of the sale of units, subject
to the right of the Independent General Partners to extend the term for up to
two additional one-year periods if they determine that such extension is in
the best interest of the Partnership.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Cash and Cash Equivalents - for purposes of the statement of cash
flows, cash and cash equivalents include cash in checking and savings
accounts and all instruments on hand with original maturities of three months
or less. The Partnership paid no interest for the period ended March 31,
1996.
B. Federal Income Taxes - no provision has been made for federal
income taxes as any liability for such taxes is that of the partners rather
than the Partnership.
C. Income Per Limited Partnership Unit - income per limited
partnership unit is based on the weighted average of the limited partnership
units outstanding during the period and net income allocated to the limited
partners.
D. Organization expenses - all organizational expenses will be paid
by the Managing General Partner and the Partnership will not include those
amounts on its financial statements - see Note 4.
E. Management estimates - the financial statements have been
prepared in conformity with generally accepted accounting principles. The
preparation of the accompanying financial statements requires estimates and
assumptions made by management of the Partnership that affect the reported
amounts of assets and liabilities as of the date of the statements of assets,
liabilities and partners' equity and income and expenses for the period.
Actual results could differ significantly from those estimates.
F. Interest income - interest income is accrued on all debt
securities owned by the partnership on a quarterly basis. When it is
determined that the interest accrued will not be collected, the income for
that quarter is reduced to reflect the net interest earned during the period.
Interest accrued for the current quarter was $536,960, and the amount
determined to be uncollectible and charged against the income was $341,511.
<PAGE> 7
RENAISSANCE CAPITAL PARTNERS II, LTD.
Notes to Financial Statements
March 31, 1996
(Unaudited)
3. BASIS OF PRESENTATION
The accompanying financial statements have been prepared without
audit, in accordance with the rules and regulations of the Securities and
Exchange Commission and do not include all disclosures normally required by
generally accepted accounting principles or those normally made in annual
reports on Form 10-K. All material adjustments, consisting only of those of
a normal recurring nature, which, in the opinion of management, were
necessary for a fair presentation of the results for the interim periods have
been made.
4. MAMAGEMENT AGREEMENT AND FEES
The Partnership has one general partner, Renaissance Capital Group,
Inc., a Texas Corporation (the "Managing General Partner"), and two
independent, individual general partners (the "Independent General
Partners"). The Independent General Partners receive a quarterly fee as
defined in the Partnership Agreement and reimbursement for certain out-of-
pocket expenses relating to performance of duties as Independent General
Partners.
The Partnership has entered into a management agreement with the
Managing General Partner. Pursuant to such agreement, the Managing General
Partner performs certain services, including certain management and
administrative services necessary for the operation of the Partnership. The
Managing General Partner is entitled to receive a management fee equal to
2.0% of the Partnership's net assets (.5% quarterly), payable in arrears. On
April 21, 1994, at the Annual Meeting of Limited Partners, a proposal to
amend the Advisory Agreement was ratified by the Limited Partners. The
agreement now dictates that to the extent any portion of such fee is based on
an increase in net assets value attributable to non-realized appreciation of
securities or other assets that exceed capital contributions, such portion of
the fee shall be deferred and not earned or payable until such time as
appreciation or any portion thereof is in fact realized and then such
deferred fees shall be earned and paid in proportion to the gains in fact
realized. Fees paid to the Managing General Partner during the three months
ended March 31, 1996, were $133,254.
In addition, the Managing General Partner is entitled to an
incentive fee equal to 20% of the amount of distributions in excess of
distributions representing returns of capital, subject to payment of the
"Priority Return" of the limited partners as defined. The Managing General
Partner will also receive compensation for providing certain administrative
services to the Partnership on terms determined by the Independent General
Partners to be no less favorable to the Partnership than those obtainable
from competent unaffiliated parties.
5. RELATED PARTY TRANSACTIONS
Pursuant to the Partnership Agreement, an initial partnership
contribution of $10,000 was made by the Initial Limited Partner. Upon
admission of additional limited partners at the closings, the Initial Limited
Partner withdrew from the Partnership.
<PAGE> 8
Pursuant to the Management Agreement as described in Note 4 above,
the Partnership owed the Managing General Partner $117,960 at March 31, 1996,
which includes the third quarter management fee.
At March 31, 1996, the Partnership owed the two Independent General
Partners $8,214 each for the third quarter Independent General Partner fee as
defined in the Partnership Agreement.
<PAGE> 9
RENAISSANCE CAPITAL PARTNERS II, LTD.
Notes to Financial Statements
March 31, 1996
(Unaudited)
6. INVESTMENTS
Investments of the Partnership are carried in the statements of
assets, liabilities and partners' equity at quoted market or fair value, as
determined in good faith by the Managing General Partner and approved by the
Independent General Partners.
For securities that are publicly traded and for which quotations
are available, the Partnership will value the investments based on the
closing sale as of the last day of the fiscal quarter, or in the event of an
interim valuation, as of the date of the valuation. If no sale is reported
on such date, the securities will be valued at the average of the closing bid
and asked prices.
Generally, debt securities will be valued at their face value.
However, if the debt is impaired, an appropriate valuation reserve will be
established or the investment discounted to estimated realizable value.
Conversely, if the underlying stock has appreciated in value and the
conversion feature justifies a premium value, such premium will of necessity
be recognized.
The Managing General Partner, subject to the approval and
supervision of the Independent General Partners, will be responsible for
determining fair value.
The Partnership advanced Biodynamics International, Inc. an
additional $184,933 under terms of a promissory note during the quarter ended
March 31, 1996.
[CAPTION]
<TABLE>
INVESTMENT VALUATION SUMMARY
CONVERSION FAIR
COST OR FACE VALUE VALUE
<S> <C> <C> <C>
AMERISHIP, INC.
12.50% Convertible Debenture,
Conversion price $.56, maturity 7/1/99 $ 2,000,000 $ 2,000,000 $ 2,000,000
Promissory Notes 1,628,448 1,628,448 1,128,448
BIODYNAMICS INTERNATIONAL, INC.
Preferred stock 4,164,826 4,164,826 4,164,826
Promissory Notes 374,064 374,064 374,064
CCI CODED COMMUNICATIONS, INC.
12% Convertible Subordinated Debenture,
Conversion price $1.50, maturity 10/1/99 4,000,100 4,000,100 2,500,100
Promissory Note with Warrants 1,000,000 1,000,000 1,000,000
</TABLE>
<PAGE> 10
RENAISSANCE CAPITAL PARTNERS II, LTD.
Notes to Financial Statements
March 31, 1996
(Unaudited)
[CAPTION]
<TABLE>
CONVERSION FAIR
COST OR FACE VALUE VALUE
<S> <C> <C> <C>
CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
Preferred Stock 1,195,984 786,832 739,622
Common Stock 2,500,000 1,875,000 1,712,500
Series B Preferred Stock 500,000 750,000 705,000
IDDUSTRIAL HOLDINGS, INC.
12% Convertible Debentures,
Conversion price $3.26, maturity 10/1/99 1,875,000 3,666,603 3,446,607
PRISM GROUP, INC.
12% Convertible Debentures,
Conversion price varying, maturity 1/1/00 1,249,860 1,288,516 1,288,516
Preferred Stock 1,250,000 1,093,750 1,003,125
Common Stock 1,250,000 1,093,750 1,003,125
SCIENTIFIC SOFTWARE, INC.
Convertible Debentures,
Conversion price $2.39, maturity 10/1/99 1,750,000 2,013,599 1,892,782
TRICOM CORPORATION
Promissory Notes 484,000 484,000 484,000
12% Convertible Debenture,
Conversion price $.50, maturity 11/1/99 1,500,000 1,500,000 1,500,000
US FAX, INC.
Common Stock 1,625,000 7,539,441 -
Promissory Note 100,000 100,000 -
PROTECH, INC.
Bonds 67,500 67,500 67,500
---------- ----------- -----------
$28,514,782 $35,426,429 $25,010,215
</TABLE>
The fair value of debt securities convertible into common stock is the sum of
(a) the value of such securities without regard to the conversion feature,
and (b) the value, if any, of the conversion feature. The fair value of debt
securities without regard to conversion features is determined on the basis
of the terms of the debt security, the interest yield and the financial
condition of the issuer. The fair value of the conversion features of a
security, if any, are based on fair values as of this date less an allowance,
as appropriate, for costs of registration, if any, and selling expenses.
Publicly traded securities, or securities that are convertible into publicly
traded securities, are valued at the last sale price, or at the average
closing bid and asked price, as of the valuation date. While these
valuations are believed to represent fair value, these values do not
necessarily reflect amounts which may be ultimately realized upon disposition
of such securities.
<PAGE> 10
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
(1) Material Changes in Financial Condition
Discuss material changes from end of preceding fiscal year to date of
most recent interim balance sheet provided. If necessary for an
understanding discuss seasonal fluctuations.
For the past 3 months, the Partnership recorded a decrease of $3,155,417
from operations in the aggregate value of its investments in Portfolio
Investments and a corresponding decrease in Total Partner's Equity. This was
due to a decrease in investment valuations reflecting a decrease in market
values for the Common Stocks of certain of its Portfolio Companies,
principally the values of Scientific Software, and U S Fax, Inc. which
aggregate decrease was more than the aggregate increase in the valuation of
other investments, principally Biodynamics, Inc., Consolidated Health Care,
Inc., Industrial Holdings, Inc., and Prism Group.
The most significant change was the decline in unrealized value in
excess of cost of U S Fax, Inc. $5,929,063 to $0.00. These were partially
offset by the increase in value of Biodynamics, Inc. from $3,305,623 to
$4,538,890.
The following portfolio transactions are noted for the quarter:
BIODYNAMICS INTERNATIONAL, INC. The Partnership made an additional
$184,932.75 investment in the Company on March 22, 1996, to increase the
Partnership's total Promissory Notes to an aggregate of $374,064.
CODED COMMUNICATIONS CORP. The Company has entered into a tentative
agreement with Grupo Information, Satellites and Advertising S.A. de C.V.
("ISA"), and the Company's senior secured debt holders subject to
Shareholders' approval and final due diligence, pursuant to which ISA is to
acquire a controlling common stock ownership interest in Coded and Company's
senior secured debt holders are to restructure their debt. Through this
restructuring, The Partnership's $4,000,000 secured 12% Convertible Debenture
and its accrued interest will be exchanged for a new seven year 6% Debenture
convertible into a new Series B preferred stock, liquidation preference with
a dividend rate of 6% per year, convertible into approximately 7,344,000
shares of common stock. The Partnership also holds $1,000,000 Promissory
Note with Warrants. Upon closing, the Notes are to be exchanged for a cash
payment of $224,000, a new $336,000 6% one-year term loan convertible into
common shares at a price of $.25 per share, and newly issued Series A
preferred stock which has liquidation preference of $336,000 and a dividend
of 8% per year convertible into 1,344,000 shares of common stock. The
Warrants are to be cancelled.
CONSILIDATED HEALTH CARE ASSOCIATES, INC. Subsequent to the quarter, the
Partnership made a $100,000 investment in the Company under a Promissory Note
and Security Agreement on April 25, 1996.
SCIENTIFIC SOFTWARE - INTERCOMP, INC. The Company entered into an agreement
with Lindner Dividend Fund, providing the company with $5,000,000 financing
which restructured the Convertible Debenture position held by the
Partnership. In combination with the new financing and issued pursuant to
the same terms as all parties. The Partnership's $1,750,000 Convertible
Debenture has been converted into the following: (i) A non-convertible
secured $1,500,000 Promissory Note paying 7% interest. (ii) A Warrant to
purchase 450,000 shares of common stock at $3.00 per share, and (iii) 282,218
common shares of Scientific Software, with a cost assignment of $250,000.
<PAGE> 11
U S FAX, INC. The Company has not reported financial information.
Accordingly, we have fully reserved this investment pending the Partnership
obtaining financial information on the company.
(2) Material Changes in Operations
Discuss material changes with respect to the most recent year-to-date
period and corresponding period for prior year. If most recent quarter
included also cover changes for quarterly period.
The Partnership currently is not actively considering additional
Portfolio Investments. Therefore no significant further amount of income
from closing fees and commitment fees is anticipated.
During the past twelve months, interest income has declined
substantially as the result of not accruing certain past due payments from
portfolio companies because the likelihood of receiving such payments appears
to be in question. In addition, income has declined as a result of payment
defaults and as the Partnership has converted debentures into common and
preferred stock that traditionally have lower current yields as compared to
debentures.
Portfolio investments still held as debentures require interest payments
generally on either a monthly or quarterly basis. As of March 31, 1996, all
companies are current on interest payments with the following exceptions. At
March 31, 1996, AmeriShop, Inc., is in arrears six quarters in interest
payments to the Partnership in the aggregate amount of $762,772.74 and
principal payments of $207,500.00, of which $762,772.74 of the interest has
been reserved. Biodynamics International, Inc., is in arrears three quarters
in interest payments to the Partnership in the aggregate amount of
$25,902.81. Coded Communications, Inc. is in arrears six quarters in
interest payments to the Partnership in the aggregate amount of $849,951.21
and principal payments of $320,000.00 of which $401,095.86 of the interest
has been reserved. Tricom Corporation, is in arrears eight quarters in
interest payments to the Partnership in the aggregate amount of $498,887.15
and principal payments of $90,000.00 of which $333,592.80 of the interest has
been reserved. US Fax is in arrears two quarters in interest payments to the
Partnership in the aggregate amount of $7,076.84 of which $1,045.78 as been
reserved.
The Partnership did not make any distributions of income to partners for
the three months ended March 31, 1996.
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RENAISSANCE CAPITAL PARTNERS II, LTD.
May 20, 1996 /S/ Russell Cleveland
--------------------------------------
Renaissance Capital Group, Inc., Managing General Partner
Russell Cleveland, President
May 20, 1996 /S/ Barbe Butschek
--------------------------------------
Renaissance Capital Group, Inc., Managing General Partner
Barbe Butschek, Chief Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996 DEC-31-1995
<PERIOD-END> DEC-31-1995 MAR-31-1996 MAR-31-1995
<INVESTMENTS-AT-COST> 28,968,505 28,514,782 0
<INVESTMENTS-AT-VALUE> 28,598,520 25,010,215 0
<RECEIVABLES> 695,365 664,455 0
<ASSETS-OTHER> 130,790 123,565 0
<OTHER-ITEMS-ASSETS> 0 0 0
<TOTAL-ASSETS> 29,892,591 26,651,935 0
<PAYABLE-FOR-SECURITIES> 0 0 0
<SENIOR-LONG-TERM-DEBT> 0 0 0
<OTHER-ITEMS-LIABILITIES> 219,627 134,388 0
<TOTAL-LIABILITIES> 219,627 134,388 0
<SENIOR-EQUITY> 0 0 0
<PAID-IN-CAPITAL-COMMON> 0 0 0
<SHARES-COMMON-STOCK> 0 0 0
<SHARES-COMMON-PRIOR> 0 0 0
<ACCUMULATED-NII-CURRENT> 0 0 0
<OVERDISTRIBUTION-NII> 0 0 0
<ACCUMULATED-NET-GAINS> 0 0 0
<OVERDISTRIBUTION-GAINS> 0 0 0
<ACCUM-APPREC-OR-DEPREC> 0 0 0
<NET-ASSETS> 29,672,964 26,517,547 0
<DIVIDEND-INCOME> 0 4,407 110,667
<INTEREST-INCOME> 0 195,449 394,097
<OTHER-INCOME> 0 9,607 6,000
<EXPENSES-NET> 0 230,298 339,408
<NET-INVESTMENT-INCOME> 0 (20,835) 171,356
<REALIZED-GAINS-CURRENT> 0 0 0
<APPREC-INCREASE-CURRENT> 0 (3,134,582) (3,830,730)
<NET-CHANGE-FROM-OPS> 0 (3,155,417) (3,659,374)
<EQUALIZATION> 0 0 0
<DISTRIBUTIONS-OF-INCOME> 0 0 0
<DISTRIBUTIONS-OF-GAINS> 0 0 0
<DISTRIBUTIONS-OTHER> 0 0 0
<NUMBER-OF-SHARES-SOLD> 0 0 0
<NUMBER-OF-SHARES-REDEEMED> 0 0 0
<SHARES-REINVESTED> 0 0 0
<NET-CHANGE-IN-ASSETS> 0 (3,155,417) (3,659,374)
<ACCUMULATED-NII-PRIOR> 0 0 0
<ACCUMULATED-GAINS-PRIOR> 0 0 0
<OVERDISTRIB-NII-PRIOR> 0 0 0
<OVERDIST-NET-GAINS-PRIOR> 0 0 0
<GROSS-ADVISORY-FEES> 0 97,044 125,038
<INTEREST-EXPENSE> 0 0 0
<GROSS-EXPENSE> 0 230,298 339,408
<AVERAGE-NET-ASSETS> 0 0 0
<PER-SHARE-NAV-BEGIN> 0 683 762
<PER-SHARE-NII> 0 0 4
<PER-SHARE-GAIN-APPREC> 0 (72) (88)
<PER-SHARE-DIVIDEND> 0 0 0
<PER-SHARE-DISTRIBUTIONS> 0 0 (5)
<RETURNS-OF-CAPITAL> 0 0 0
<PER-SHARE-NAV-END> 0 611 673
<EXPENSE-RATIO> 0 0 0
<AVG-DEBT-OUTSTANDING> 0 0 0
<AVG-DEBT-PER-SHARE> 0 0 0
</TABLE>
