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 September 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.
California 33-0463432
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
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 No X
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets,
September 30, 2000 and March 31, 2000..................................3
Statements of Operations
For the three and six months ended September 30, 2000 and 1999.........4
Statement of Partners' Equity (Deficit)
For the six months ended September 30, 2000 ...........................5
Statements of Cash Flows
For the six months ended September 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 About Markets Risks......13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................13
Item 6. Exhibits and Reports on Form 8-K..................................13
Signatures................................................................14
2
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, 2000 March 31, 2000
---------------------- ------------------
(Unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 315,133 $ 330,386
Investments in limited partnerships (Note 2) 3,202,389 3,533,290
---------------------- ------------------
$ 3,517,522 $ 3,863,676
====================== ==================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Due to limited partnerships (Note 4) $ 50,818 $ 50,818
Accrued asset management fees due to
General Partner 1,714,147 1,581,300
---------------------- ------------------
Total liabilities 1,764,965 1,632,118
---------------------- ------------------
Partners' equity (deficit):
General partner (22,996) (18,206)
Limited partners (15,000 units authorized and
15,000 units issued and outstanding) 1,775,553 2,249,764
---------------------- ------------------
Total partners' equity 1,752,557 2,231,558
---------------------- ------------------
$ 3,517,522 $ 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 and Six Months Ended September 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
---------------------------------- ---------------------------------
Three Six Three Six
Months Months Months Months
-------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Interest income $ 4,771 $ 9,507 $ 3,910 $ 7,596
Distribution income 4,150 11,570 - -
-------------- -------------- ------------- --------------
Total income 8,921 21,077 3,910 7,596
-------------- -------------- ------------- --------------
Operating expenses:
Amortization 11,812 23,624 11,812 23,624
Asset management fees (Note 3) 74,757 149,514 74,757 149,514
Legal and accounting 15,474 18,204 2,950 11,956
Other 3,233 6,080 10,431 7,315
-------------- -------------- ------------- --------------
Total operating expenses 105,276 197,422 99,950 192,409
-------------- -------------- ------------- --------------
Loss from operations (96,355) (176,345) (96,040) (184,813)
Equity in losses of
limited partnerships (Note 2) (139,556) (302,656) (179,799) (365,479)
-------------- -------------- ------------- --------------
Net loss $ (235,911) $ (479,001) $ (275,839) $ (550,292)
============== ============== ============= ==============
Net loss allocated to:
General partner $ (2,359) $ (4,790) $ (2,758) $ (5,503)
============== ============== ============= ==============
Limited partners $ (233,552) $ (474,211) $ (273,081) $ (544,789)
============== ============== ============= ==============
Net loss per limited
partnership unit $ (16) $ (32) $ (18) $ (36)
============== ============== ============= ==============
Outstanding weighted limited
partner units 15,000 15,000 15,000 15,000
============== ============== ============= ==============
</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 Six Months Ended September 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
---------------- --------------- ------------------
<S> <C> <C> <C>
Partners' equity (deficit) at March 31, 2000 $ (18,206) $ 2,249,764 $ 2,231,558
Net loss (4,790) (474,211) (479,001)
---------------- --------------- ------------------
Partners' equity (deficit) at September 30, 2000 $ (22,996) $ 1,775,553 $ 1,752,557
================ =============== ==================
</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 Six Months Ended September 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (479,001) $ (550,292)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization 23,624 23,624
Equity in losses of limited partnerships 302,656 365,479
Change in accrued asset management fees 132,847 149,514
Change in accrued fees and expenses due to
General Partner and affiliates - (2,190)
--------------- ---------------
Net cash used in operating activities (19,874) (13,865)
--------------- ---------------
Cash flows from investing activities:
Distribution from limited partnerships 4,621 9,580
--------------- ---------------
Net cash provided by investing activities 4,621 9,580
--------------- ---------------
Net decrease in cash and cash equivalents (15,253) (4,285)
Cash and cash equivalents, beginning of period 330,386 335,746
--------------- ---------------
Cash and cash equivalents, end of period $ 315,133 $ 331,461
=============== ===============
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Taxes paid $ 800 $ 800
=============== ===============
</TABLE>
See accompanying notes to financial statements
6
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
September 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 and six months ended September 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
7
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 2000
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships would 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.
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
September 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
September 30, 2000 and March 31, 2000, the Partnership had cash equivalents of
$0 and $11,599, respectively.
Concentration of Credit Risk
At September 30, 2000, the Partnership maintained a cash balance 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.
Reporting Comprehensive Income
In June 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 130, Reporting Comprehensive Income. This statement establishes
standards for reporting the components of comprehensive income and requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be included in a financial statement that is
displayed with the same prominence as other financial statements. Comprehensive
income includes net income as well as certain items that are reported directly
within a separate component of partners' equity and bypass net income. The
Partnership adopted the provisions of this statement in 1998. For the periods
presented, the Partnership has no elements of other comprehensive income, as
defined by SFAS No. 130.
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.
9
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 2000
(Unaudited)
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS, continued
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.
Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented below:
<TABLE>
<CAPTION>
For the Six For the Year
Months Ended Ended
September 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 (302,656) (959,660)
Distributions received (4,621) (16,145)
Amortization of paid acquisition fees and costs (23,624) (47,248)
====================== ==================
Investments per balance sheet, end of period $ 3,202,389 $ 3,533,290
====================== ==================
</TABLE>
Selected financial information for the six months ended September 30 from the
unaudited combined financial statements of the limited partnerships in which the
Partnership has invested as follows:
COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
2000 1999
---------------------- ------------------
<S> <C> <C>
Revenues $ 3,303,000 $ 3,270,000
---------------------- ------------------
Expenses:
Operating expenses 2,185,000 2,001,000
Interest expense 866,000 931,000
Depreciation and amortization 964,000 967,000
---------------------- ------------------
Total expenses 4,015,000 3,899,000
---------------------- ------------------
Net loss $ (712,000) $ (629,000)
====================== ==================
Net loss allocable to the Partnership $ (705,000) $ (623,000)
====================== ==================
Net loss recorded by the Partnership $ (303,000) $ (365,000)
====================== ==================
</TABLE>
Certain Local Limited Partnerships have incurred significant operating losses
and have working capital deficiencies. In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership may be required to sustain the operations of
10
<PAGE>
WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
September 30, 2000
(Unaudited)
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS, continued
such Local Limited Partnerships. If additional capital contributions are not
made when they are required, the Partnership's investment in certain of such
Local Limited Partnerships could be impaired.
NOTE 3 - RELATED PARTY TRANSACTIONS
Under the terms of the Partnership Agreement the Partnership has paid or 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 $149,514 were
incurred during each of the six months ended September 31, 2000 and 1999.
The Partnership paid the General Partner or its affiliates $16,667 and $0
of those fees during the six months ended September 30, 2000 and 1999,
respectively.
(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.
NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS
Payables to Local 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, are
generally due upon the limited partnership achieving certain operating
benchmarks and are generally expected to be paid within two years of the
Partnership's initial investment.
NOTE 5 - INCOME TAXES
No provision for income taxes has been recorded in the 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 Operations
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
three and six months 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 September 30, 2000 consisted primarily of $315,000
in cash and aggregate investments in the forty-eight Local Limited Partnerships
of $3,202,000. Liabilities at September 30, 2000 primarily consisted of
$1,714,000 of accrued asset management fees due to the General Partner.
Results of Operations
Three Months Ended September 30, 2000 Compared to Three Months Ended September
30, 1999. The Partnership's net loss for the three months ended September 30,
2000 was $(236,000), reflecting a decrease of $40,000 from the net loss
experienced for the three months ended September 30, 1999 of $(276,000). The
decline in net loss is primarily due to equity in losses of limited partnerships
which declined by $40,000 to $(140,000) for the three months ended September 30,
2000 from $(180,000) for the three months ended September 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
had reached $0 at September 30, 2000. Since the Partnership's liability with
respect to its investments is limited, losses in excess of investment are not
recognized. No significant change occurred in loss from operations.
Six Months Ended September 30, 2000 Compared to Six Months Ended September 30,
1999. The Partnership's net loss for the six months ended September 30, 2000 was
$(479,000), reflecting a decrease of $71,000 from the net loss experienced for
the six months ended September 30, 1999 of $(550,000). The decline in net loss
is primarily due to equity in losses of limited partnerships which declined by
$62,000 to $(303,000) for the six months ended September 30, 2000 from
$(365,000) for the six months ended September 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
September 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 of limited partnerships, there was a
decrease in loss from operations of $9,000 for the six months ended September
30, 2000 to $(176,0000) from $(185,000) for the six months ended September 30,
1999.
Cash Flows
Six Months Ended September 30, 2000 Compared to Six Months Ended September 30,
1999. Net cash used during the six months ended September 30, 2000 was $(15,000)
compared to a net cash decrease of $(4,000) for the six months ended September
30, 1999. The change was due primarily to an increase in operating costs paid of
$6,000 and by a decrease in distributions received from limited partnerships of
$5,000.
12
<PAGE>
During the six months ended September 30, 2000 and the six months ended
September 31, 1999, accrued payables, which consist of asset management fees due
to the General Partner, increased by $133,000 and $150,000 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 foreseeable working
capital requirements of the Partnership.
The Partnership expects its future cash flows, together with its net available
assets at September 30, 2000, to be sufficient to meet all currently foreseeable
future cash requirements.
Item 3: Quantitative and Qualitative Disclosures About Market Risks
NOT APPLICABLE
Part II. Other Information
Item 1. Legal Proceedings
NONE
Item 6. Exhibits and Reports on Form 8-K
NONE
13
<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 of WNC Housing Tax Credit Fund III, L.P.
By: /s/ Wilfred N. Cooper, Jr.
Wilfred N. Cooper, Jr.,
President - Chief Operating Officer of WNC & Associates, Inc.
Date: December 7, 2000
By: /s/ Michael L. Dickenson
Michael L. Dickenson,
Vice President-Chief Financial Officer of WNC & Associates, Inc.
Date: December 7, 2000
14
