FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
OR
o 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: 0-21494
WNC HOUSING TAX CREDIT FUND III, L.P.
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
California 33-0463432
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 622-5565
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>
WNC TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, June 30, 2000 and March 30, 2000......................3
Statements of Operations
For the three months ended June 30, 2000 and 1999................4
Statement of Partners' Equity
For the three months ended June 30, 2000 ........................5
Statements of Cash Flows
For the three months ended June 30, 2000 and 1999................6
Notes to Financial Statements.........................................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................................12
Item 3. Quantitative and Qualitative Disclosures Above Markets Risks.....14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................14
Item 6. Exhibits and Reports on Form 8-K.................................14
Signatures...............................................................15
2
<PAGE>
WNC TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 2000 March 31, 2000
---------------- ------------------
(unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 341,586 $ 330,386
Investments in limited
partnerships (Note 2) 3,353,757 3,533,290
---------------- ------------------
$ 3,695,343 $ 3,863,676
================ ==================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Due to limited partnerships (Note 4) $ 50,818 $ 50,818
Accrued fees and expenses due to
General Partner and affiliates (Note 3) 1,656,057 1,581,300
---------------- ------------------
Total liabilities 1,706,875 1,632,118
---------------- ------------------
Partners' equity (deficit):
General Partner (20,637) (18,206)
Limited Partners (15,000 units authorized;
15,000 units issued and outstanding) 2,009,105 2,249,764
---------------- ------------------
Total partners' equity 1,988,468 2,231,558
---------------- ------------------
$ 3,695,343 $ 3,863,676
================ ==================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2000 and 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
--------------- -------------------
<S> <C> <C>
Interest income $ 4,736 $ 3,686
Miscellaneous income 7,420 -
--------------- -------------------
12,156 3,686
Operating expenses:
Amortization 11,812 11,812
Asset management fees (Note 3) 74,757 74,757
Other 5,577 5,890
--------------- -------------------
Total operating expenses 92,146 92,459
--------------- -------------------
Loss from operations (79,990) (88,773)
--------------- -------------------
Equity in losses of
limited partnerships (Note 2) (163,100) (185,560)
--------------- -------------------
Net loss $ (243,090) $ (274,333)
=============== ===================
Net loss allocated to:
General Partner $ (2,431) $ (2,743)
=============== ===================
Limited Partners $ (240,659) $ (271,590)
=============== ===================
Net loss per limited
partnership unit (15,000 units
issued and outstanding) $ (16) $ (18)
=============== ===================
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
For the Three Months Ended June 30, 2000
(unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
----------------- ------------------ -----------------
<S> <C> <C> <C>
Equity (deficit), March 31, 2000 $ (18,206) $ 2,249,764 $ 2,231,558
Net loss for the three months ended
June 30, 2000 (2,431) (240,659) (243,090)
----------------- ------------------ -----------------
Equity (deficit), June 30, 2000 $ (20,637) $ 2,009,105 $ 1,988,468
================= ================== =================
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
STATEMENTS OF CASH FLOWS
For the Three Months Ended June 30, 2000 and 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (243,090) $ (274,453)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Amortization 11,812 11,812
Equity in losses of limited partnerships 163,100 185,680
Change in accrued fees and expense due to
General Partner and affiliates 74,757 79,848
--------------- ---------------
Net cash provided by operating activities 6,579 2,887
--------------- ---------------
Cash flows from investing activities:
Distributions from limited partnerships 4,621 8,030
--------------- ---------------
Net increase in cash and cash equivalents 11,200 10,917
Cash and cash equivalents, beginning of period 330,386 335,746
--------------- ---------------
Cash and cash equivalents, end of period $ 341,586 $ 346,663
=============== ===============
</TABLE>
See accompanyoing notes to financial statements
6
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The accompanying condensed consolidated unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q for quarterly
reports under Section 13 or 15(d) of the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended June 30, 2000 are not necessarily
indicative of the results that may be expected for the fiscal year ending March
31, 2001. For further information, refer to the financial statements and
footnotes thereto included in the Partnership's annual report on Form 10-K for
the fiscal year ended March 31, 2000.
Organization
WNC Housing Tax Credit Fund III, L.P., a California Limited Partnership (the
"Partnership"), was formed on May 10, 1991 under the laws of the State of
California. The Partnership was formed to invest primarily in other limited
partnerships (the "Local Limited Partnerships") which own and operate
multi-family housing complexes (the "Housing Complex") that are eligible for low
income housing credits. The local general partners (the "Local General
Partners") of each Local Limited Partnership retain responsibility for
maintaining, operating and managing the Housing Complex.
The general partner is WNC Tax Credit Partners, L.P. (the "General Partner"), a
California limited partnership. WNC & Associates, Inc. ("WNC") and Wilfred N.
Cooper, Sr. are the general partners of the General Partner. Wilfred N. Cooper,
Sr., through the Cooper Revocable Trust owns 66.8% of the outstanding stock of
WNC. John B. Lester is the original limited partner of the Partnership and owns
28.6% of the outstanding stock of WNC. Wilfred N. Cooper, Jr., President of WNC,
owns 2.1% of the outstanding stock of WNC.
The partnership agreement authorized the sale of up to 15,000 units at $1,000
per Unit ("Units"). The offering of Units concluded on September 30, 1993 at
which time 15,000 Units representing subscriptions in the amount of $15,000,000
had been accepted. The General Partner has a 1% interest in operating profits
and losses, taxable income and losses, cash available for distribution from the
Partnership and tax credits. The limited partners will be allocated the
remaining 99% of these items in proportion to their respective investments.
After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received proceeds
equal to its capital contribution and a subordinated disposition fee (as
described in Note 3) from the remainder, any additional sale or refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.
Risks and Uncertainties
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and
7
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 2000
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
that neither the Partnership's investments nor the Housing Complexes owned by
the Local Limited Partnerships will be readily marketable. To the extent the
Housing Complexes receive government financing or operating subsidies, they may
be subject to one or more of the following risks: difficulties in obtaining
tenants for the Housing Complexes; difficulties in obtaining rent increases;
limitations on cash distributions; limitations on sales or refinancing of
Housing Complexes; limitations on transfers of Local Limited Partnership
Interests; limitations on removal of Local General Partners; limitations on
subsidy programs; and possible changes in applicable regulations. The Housing
Complexes are or will be subject to mortgage indebtedness. If a Local Limited
Partnership does not make its mortgage payments, the lender could foreclose
resulting in a loss of the Housing Complex and low-income housing credits. As a
limited partner of the Local Limited Partnerships, the Partnership will have
very limited rights with respect to management of the Local Limited
Partnerships, and will rely totally on the Local General Partners of the Local
Limited Partnerships for management of the Local Limited Partnerships. The value
of the Partnership's investments will be subject to changes in national and
local economic conditions, including unemployment conditions, which could
adversely impact vacancy levels, rental payment defaults and operating expenses.
This, in turn, could substantially increase the risk of operating losses for the
Housing Complexes and the Partnership. In addition, each Limited Local
Partnership is subject to risks relating to environmental hazards and natural
disasters, which might be uninsurable. Because the Partnership's operations will
depend on these and other factors beyond the control of the General Partner and
the Local General Partners, there can be no assurance that the anticipated low
income housing credits will be available to Limited Partners.
In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.
Method of Accounting for Investments in Limited Partnerships
The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnership's are consistent with those of the Partnership. Costs incurred by
the Partnership in acquiring the investments are capitalized as part of the
investment account and are being amortized over 30 years (Note 2).
Offering Expenses
Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling limited
partnership interests in the Partnership. The General Partner is obligated to
pay all offering and organization costs in excess of 15% (including sales
commissions) of the total offering proceeds. Offering expenses are reflected as
a reduction of partners' capital and amounted to $2,250,000 at the end of all
periods presented.
8
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 2000
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management 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 reporting period.
Actual results could materially differ from those estimates.
Cash and Cash Equivalents
The Partnership considers all highly liquid investments with remaining
maturities of three months or less when purchased to be cash equivalents. As of
June 30, 2000 and March 31, 2000 the Partnership had cash equivalents of $11,760
and $11,599, respectively.
Concentration of Credit Risk
At June 30, 2000, the Partnership has maintained cash balances at a certain
financial institution in excess of the maximum federally insured amounts.
Net Loss Per Limited Partner Unit
Net loss per limited partnership unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution and is computed by dividing loss available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net income per unit is not required.
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS
As of the periods presented, the Partnership has acquired limited partnership
interests in 48 Local Limited Partnerships, each of which owns one Housing
Complex consisting of an aggregate of 1,685 apartment units. The respective
general partners of the Local Limited Partnerships manage the day-to-day
operations of the entities. Significant Local Limited Partnership business
decisions require approval from the Partnership. The Partnership, as a limited
partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements, of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships.
Equity in losses of the Local Limited Partnerships is recognized in the
financial statements until the related investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the Partnership will resume applying the equity method only after its share of
such net income equals the share of net losses not recognized during the
period(s) the equity method was suspended.
9
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 2000
(Unaudited)
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS, continued
Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented below:
<TABLE>
<CAPTION>
June 30, 2000 March 31, 2000
----------------- ------------------
<S> <C> <C>
Investments per balance sheet,
beginning of period $ 3,533,290 $ 4,556,343
Equity in losses of limited
partnerships (163,100) (959,660)
Distributions received (4,621) (16,145)
Amortization of paid
acquisition fees and costs (11,812) (47,248)
----------------- ------------------
Investments per balance sheet,
end of period $ 3,353,757 $ 3,533,290
================= ==================
</TABLE>
Selected financial information for the three months ended June 30 from the
unaudited combined financial statements of the limited partnerships in which the
Partnership has invested as follows:
<TABLE>
<CAPTION>
2000 1998
------------------ ------------------
<S> <C> <C>
Revenues $ 1,642,000 $ 1,635,000
Expenses:
Interest expense 454,000 466,000
Depreciation and amortization 482,000 484,000
Operating expenses 1,062,000 1,000,000
------------------ ------------------
Total expenses 1,998,000 1,950,000
------------------ ------------------
Net loss $ (356,000) $ (315,000)
================== ==================
Net loss allocable to the
Partnership $ (353,000) $ (311,000)
================== ==================
Net loss recorded by the
Partnership $ (163,000) $ (186,000)
================== ==================
</TABLE>
10
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 2000
(Unaudited)
NOTE 3 - RELATED PARTY TRANSACTIONS
The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:
(a) Annual Asset Management Fee. An annual asset management fee in an
amount equal to 0.5% of the Invested Assets of the Partnership, as
defined. "Invested Assets" means the sum of the Partnership's
Investment in Local Limited Partnership Interests and the
Partnership's allocable share of the amount of the mortgage loans on
and other debts related to the Housing Complexes owned by such Local
Limited Partnerships. Fees of $74,757 were incurred during each of the
three months ended June 30, 2000 and 1999. The Partnership paid the
General Partner or its affiliates $0 of those fees during each of the
three months ended June 30, 2000 and 1999.
(b) A subordinated disposition fee in an amount equal to 1% of the sales
price of real estate sold. Payment of this fee is subordinated to the
limited partners receiving a preferred return of 16% through December
31, 2002 and 6% thereafter (as defined in the Partnership Agreement)
and is payable only if the General Partner or its affiliates render
services in the sales effort.
Accrued fees and expenses due to General Partner and affiliates consist of the
following:
<TABLE>
<CAPTION>
June 30, 2000 March 31, 2000
----------------- ------------------
<S> <C> <C>
Asset management fee payable $ 1,656,057 $ 1,581,300
----------------- ------------------
$ 1,656,057 $ 1,581,300
================= ==================
</TABLE>
NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS
Payables to limited partnerships represent amounts which are due at various
times based on conditions specified in the respective limited partnership
agreements. These contributions are payable in installments and are generally
due upon the limited partnership achieving certain development and operating
benchmarks (generally within two years of the Partnership's initial investment).
NOTE 5 - INCOME TAXES
No provision for income taxes has been recorded in the accompanying financial
statements as any liability for income taxes is the obligation of the partners
of the Partnership.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
This Quarterly Report contains forward-looking statements concerning the
Partnership's anticipated future revenues and earnings, adequacy of future cash
flow and related matters. These forward-looking statements include, but are not
limited to, statements containing the words "expect", "believe", "will", "may",
"should", "project", "estimate", and like expressions, and the negative thereof.
These statements are subject to risks and uncertainties that could cause actual
results to differ materially from the statements, including competition, as well
as those risks described in the Partnership's SEC reports, including the
Partnership's Form 10-K filed pursuant to the Securities and Exchange Act of
1934 on July 14, 2000.
The following discussion and analysis compares the results of operations for the
fiscal quarter ended June 30, 2000 and 1999, and should be read in conjunction
with the condensed consolidated financial statements and accompanying notes
included within this report.
Financial Condition
The Partnership's assets at June 30, 2000 consisted primarily of $342,000 in
cash and aggregate investments in the forty-eight Local Limited Partnerships of
$3,354,000. Liabilities at June 30, 2000 primarily consisted of $1,656,000 of
accrued annual management fees due to the General Partner.
Results of Operations
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999.
The Partnership's net loss for the three months ended June 30, 2000 was
$(243,000), a decrease of $31,000 from the net loss for the three months ended
June 30, 1999 of $ (274,000). The decrease in net loss is primarily due to
equity in losses of limited partnerships which decreased by $23,000 to
$(163,000) for the three months ended June 30, 2000 from $(186,000) for the
three months ended June 30, 1999. This decrease was a result of the Partnership
not recognizing certain losses of the Local Limited Partnerships. The
investments in such Local Limited Partnerships reached $0 at June 30, 2000.
Since the Partnership's liability with respect to its investments is limited,
losses in excess of investment are not recognized. Along with the decrease of
equity in losses from the limited partnerships, there was a decrease in loss
from operations of $9,000 for the three months ended June 30, 2000 to $(80,000)
from $(89,000) for the three months ended June 30, 1999, mainly due to
approximately $7,000 of miscellaneous income recognized during the three months
ended June 30, 2000.
Cash Flows
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999.
Net cash provided during the three months ended June 30, 2000 and June 30, 1999
was $11,000. Expenses paid to the General Partner and affiliates during the
three months ended June 30, 2000 increased by $3,000. This increase was offset
by a decrease in distributions from limited partnerships of $3,000.
During the three months ended June 30, 2000 and the year ended March 31, 2000,
accrued payables, which consist primarily of asset management fees due to the
General Partner, increased by $75,000 and $80,000, respectively. The General
Partner does not anticipate that these accrued fees will be paid in full until
such time as capital reserves are in excess of future forseeable working capital
requirements of the Partnership.
The Partnership expects its future cash flows, together with its net available
assets at June 30, 2000, to be sufficient to meet all currently forseeable
future cash requirements.
12
<PAGE>
Impact of Year 2000
WNC & Associates, Inc.
Status of Readiness
Information Technology (IT) Systems. The Partnership relies on the IT systems of
WNC, its ultimate general partner. IT systems include computer hardware and
software used to produce financial reports and tax return information. This
information is then used to generate reports to investors and regulatory
agencies, including the Internal Revenue Service and the Securities and Exchange
Commission. The IT systems of WNC are year 2000 compliant.
Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems include machinery and equipment such as telephones, voice mail and
electronic postage equipment. The non-IT systems of WNC are year 2000 compliant.
Service Providers. WNC also relies on the IT and non-IT systems of service
providers. Service providers include utility companies, financial institutions,
telecommunications carriers, municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider, financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000 compliant. To date, WNC has not encountered
significant year 2000 issues or business disruptions from its service providers.
Costs to Address Year 2000 Issues
The cost to address year 2000 issues for WNC has been less than $25,000.
Risk of Year 2000 Issues
Although WNC has encountered no significant year 2000 issues to date, the most
reasonable and likely result from non-year 2000 compliance of systems of the
service providers noted above would be the disruption of normal business
operations for WNC. This disruption could, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely be temporary and would likely not have a material effect on the
Partnership or WNC.
Local Limited Partnerships
Status of Readiness
To date, WNC and the Partnership have encountered no significant year 2000
issues with respect to the Local Limited Partnerships.
Costs to Address Year 2000 Issues
There has been and will be no cost to the Partnership as a result of assessing
year 2000 issues for the Local Limited Partnerships. Although no significant
year 2000 issues have been encountered to date, the cost to deal with potential
year 2000 issues of the Local Limited Partnerships cannot be estimated at this
time.
13
<PAGE>
Risk of Year 2000 Issues
Although no significant year 2000 issues have been encountered to date, there
can be no assurance that the Partnership will be unaffected by year 2000 issues.
The most reasonable and likely result from non-year 2000 compliance will be the
disruption of normal business operations for the Local Limited Partnerships,
including but not limited to the possible failure to properly collect rents and
meet their obligations in a timely manner. This disruption would, in turn, lead
to delays by the Local Limited Partnerships in performing reporting and
fiduciary responsibilities on behalf of the Partnership. The worst-case scenario
would include the initiation of foreclosure proceedings on the property by
mortgage debt holders. Under these circumstances, WNC or its affiliates will
take actions necessary to minimize the risk of foreclosure, including the
removal and replacement of a Local General Partner by the Partnership. These
delays would likely be temporary and would likely not have a material effect on
the Partnership or WNC.
Item 3: Quantitative and Qualitative Disclosures Above Market Risks
None
Part II. Other Information
Item 1. Legal Proceedings
None
Item 6. Exhibits and Reports on Form 8-K
None
14
<PAGE>
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.
WNC HOUSING TAX CREDIT FUND III, L.P.
By: WNC Tax Credit Partners, L.P., General Partner of the Registrant
By: WNC & ASSOCIATES, INC., General Partner
By: /s/ Will N Cooper, Jr.
Will N Cooper, Jr., President - Chief Operating Officer of
WNC & Associates, Inc.
Date: August 21, 2000
By: /s/ Michael L. Dickenson
Michael L. Dickenson, Vice President - Chief Financial Officer of
WNC & Associates, Inc.
Date: August 21, 2000
15
