<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): October 3, 1997
CHARLES E. SMITH RESIDENTIAL REALTY L.P.
(Exact name of registrant as specified in its charter)
Commission File Number: 1934 Act File Number: 0-25968
Delaware 54-1681657
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2345 Crystal Drive
Crystal City, VA 22202
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number including area code: (703) 920-8500
<PAGE>
Item 7. Financial Statements and Exhibits
- -----------------------------------------------
The following Pro forma and historical financial information is included as an
amendment to the Form 8-K dated October 3, 1997 and filed on November 10, 1997
for Charles E. Smith Residential Realty L.P.
(A) Pro Forma financial information beginning at page F-2
(B) Historical financial information
(One East Delaware) - beginning at page F-8
(C) Historical financial information
(2000 Commonwealth) - beginning at page F-13
(D) Exhibits
99.1 Consent of Independent Public Accountants dated November 7, 1997
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND PRO FORMA INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
CHARLES E. SMITH RESIDENTIAL REALTY L.P.
Pro Forma (unaudited) Consolidated Balance Sheet F-2
as of June 30, 1997
Pro Forma (unaudited) Consolidated Statement of F-3
Operations for the six months ended June 30, 1997
Pro Forma (unaudited) Consolidated Statement of F-4
Operations for the year ended December 31, 1996
Notes and Management's Assumptions to Unaudited Pro Forma F-5
Consolidated Financial Information
ACQUISITION PROPERTIES
Statement of Revenues and Certain Expenses of One East Delaware F-8
for the six months ended June 30, 1997 (unaudited)
Report of Independent Public Accountants - One East Delaware F-10
Statement of Revenues and Certain Expenses of One East Delaware F-11
for the year ended December 31, 1996 (audited)
Statement of Revenues and Certain Expenses of 2000 Commonwealth F-13
for the six months ended June 30, 1997 (unaudited)
Report of Independent Public Accountants - 2000 Commonwealth F-15
Statement of Excess of Revenues Over Specific Operating Expenses F-16
of 2000 Commonwealth for the year ended December 31, 1996 (audited)
</TABLE>
F-1
<PAGE>
CHARLES E. SMITH RESIDENTIAL REALTY L.P.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997
(UNAUDITED) (IN THOUSANDS)
<TABLE>
<CAPTION>
Pro Forma Adjustments
---------------------------------------
Acquisitions
---------------------------------------
One East 2000
ASSETS Historical Delaware (A) Commonwealth (B)
---------------- ------------------ ------------------
<S> <C> <C> <C>
Rental property, at predecessor cost, net $ 263,786
Rental property, acquired and developed, net 329,856 42,500 27,600
Rental property under development 12,742
Cash and cash equivalents 7,290 (200)
Tenants' security deposits 3,112 447 242
Escrow funds 8,998
Investment in and advances to Property Service Businesses and other 14,356
Deferred charges, net 16,274
Other assets 12,501
----------------
Total assets $ 668,915
================
LIABILITIES AND EQUITY
Liabilities
Mortgage loans $ 487,342 13,300
Notes payable 56,000 42,500
Accounts payable and accrued expenses 12,934
Tenants' security deposits 3,112 447 242
----------------
Total liabilities 559,388
----------------
Other Limited Partners' Interest 387,291 14,100
Partners' Equity
General Partner's General and Limited Partnership Interest
Preferred units
Series A Cumulative Convertible Redeemable
Preferred Units 19,772
Series B Cumulative Convertible Redeemable
Preferred Units -
Common units (297,536)
----------------
Total partner's equity (277,764)
----------------
Total liabilities and equity $ 668,915
================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Pro Forma Adjustments
-----------------------------------
-----------------------------------
Other
ASSETS Adjustments Pro Forma
----------------- ----------------
<S> <C> <C>
Rental property, at predecessor cost, net $ 263,786
Rental property, acquired and developed, net 399,956
Rental property under development 12,742
Cash and cash equivalents 7,090
Tenants' security deposits 3,801
Escrow funds 8,998
Investment in and advances to Property Service Businesses and other 14,356
Deferred charges, net 16,274
Other assets 12,501
----------------
Total assets $ 739,504
================
LIABILITIES AND EQUITY
Liabilities
Mortgage loans $ 500,642
Notes payable 98,500
Accounts payable and accrued expenses 12,934
Tenants' security deposits 3,801
----------------
Total liabilities 615,877
----------------
Other Limited Partners' Interest (741)(C) 400,650
----------------
Partners' Equity
General Partner's General and Limited Partnership Interest
Preferred units
Series A Cumulative Convertible Redeemable
Preferred Units 19,772
Series B Cumulative Convertible Redeemable
Preferred Units -
Common units 741(C) (296,795)
----------------
Total partner's equity (277,023)
----------------
Total liabilities and equity $ 739,504
================
</TABLE>
F-2
<PAGE>
CHARLES E. SMITH RESIDENTIAL REALTY L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(UNAUDITED)(IN THOUSANDS, EXCEPT FOR PER UNIT AMOUNTS)
<TABLE>
<CAPTION>
Pro Forma Adjustments
--------------------------------------
Acquisitions
-------------------------
One East 2000 Other
RENTAL PROPERTIES Historical Delaware Commonwealth Adjustments Pro Forma
------------- ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 94,259 3,143 1,775 $ 99,177
Expenses
Operating costs 33,766 861 692 (125)(A) 35,194
Real estate taxes 5,998 512 121 6,631
Depreciation and amortization 10,146 743 (B) 10,889
------------- ---------- ------------ ----------- ------------
Total expenses 49,910 1,373 813 618 52,714
PROPERTY SERVICE BUSINESSES
Equity in income of Property Service Businesses 1,705 1,705
Corporate general and administrative expenses (3,039) (3,039)
Interest income 532 532
Interest expense (22,683) (1,949)(C) (24,632)
------------- ---------- ------------ ----------- ------------
Net income $ 20,864 1,770 962 (2,567) $ 21,029
============= ============
Net income per unit $ 0.82 $ 0.81
============= ============
Weighted average units outstanding 25,514 25,978
</TABLE>
F-3
<PAGE>
CHARLES E. SMITH RESIDENTIAL REALTY L.P.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED) (IN THOUSANDS, EXCEPT FOR PER UNIT AMOUNTS)
<TABLE>
<CAPTION>
Pro Forma Adjustments
---------------------------------------
Acquisitions
-------------------------
One East 2000 Other
RENTAL PROPERTIES Historical Delaware Commonwealth Adjustments Pro Forma
------------- ----------- -------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Revenues $ 166,283 6,308 3,353 $ 175,944
Expenses
Operating costs 65,350 2,015 1,375 (245) (A) 68,495
Real estate taxes 10,429 925 282 11,636
Depreciation and amortization 17,931 - - 1,486 (B) 19,417
------------ ---------- ----------- --------- -----------
Total expenses 93,710 2,940 1,657 1,241 99,548
PROPERTY SERVICE BUSINESSES
Equity in income of Property Service Businesses 7,846 7,846
Corporate general and administrative expenses (3,025) (3,025)
Interest income 1,029 1,029
Interest expense (43,606) (3,951) (C) (47,557)
------------ ---------- ----------- --------- -----------
Net income $ 34,817 3,368 1,696 (5,192) $ 34,689
============ ===========
Net income per unit $ 1.59 $ 1.55
============ ===========
Weighted average units outstanding 21,908 22,372
</TABLE>
F-4
<PAGE>
CHARLES E. SMITH RESIDENTIAL REALTY L.P.
NOTES AND MANAGEMENT'S ASSUMPTIONS TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION
(DOLLAR AMOUNTS IN THOUSANDS)
1. Basis of Presentation
The unaudited Pro Forma Consolidated Balance Sheet as of June 30, 1997 and
the unaudited Pro Forma Consolidated Statements of Operations for the six
months ended June 30, 1997 and the year ended December 31, 1996 are based on
the historical financial statements of the Operating Partnership and the
Company.
The unaudited Pro Forma Consolidated Balance Sheet as of June 30, 1997 is
presented as if the One East Delaware and 2000 Commonwealth acquisitions had
occurred by June 30, 1997. The unaudited Pro Forma Consolidated Statement of
Operations for the six months ended June 30, 1997 and the year ended
December 31, 1996 are presented as if the One East Delaware and 2000
Commonwealth acquisitions had occurred at the beginning of the periods. The
unaudited pro forma information should be read in conjunction with the
historical financial statements and notes related thereto appearing in the
Operating Partnership's Form 10-Q and 10-K.
Preparation of the pro forma financial information was based on assumptions
considered appropriate by the Operating Partnership's management. The pro
forma financial information is unaudited and is not necessarily indicative
of the results which would have occurred if the One East Delaware and 2000
Commonwealth acquisitions had been consummated at the beginning of the
periods presented, nor does it purport to represent the future financial
position and results of operations for future periods. In management's
opinion, all adjustments necessary to reflect the effects of these
transactions have been made.
F-5
<PAGE>
<TABLE>
<S> <C>
2. Adjustments to Pro Forma Consolidated Balance Sheet
(A) Acquisition of One East Delaware
Purchase price of rental property $42,500
------------
Cost basis of rental property $42,500
============
Proceeds from line of credit ($42,500)
(B) Acquisition of 2000 Commonwealth
Purchase price of rental property $27,400
Acquisitions Cost 200
------------
Cost basis of rental property $27,600
============
Purchase price of rental property $27,400
Mortgage debt (13,300)
------------
Value of Operating Partnership units issued 14,100
============
Number of Operating Partnership Units issued 464,667
============
</TABLE>
(C) To adjust the redemption value of Other Limited Partners'
Interest for the issuance of Operating Partnership Units.
F-6
<PAGE>
3. Adjustments to Pro Forma Consolidated Statements of Operations:
(A) Operating expenses have been adjusted to eliminate management
fees related to the One East Delaware and 2000 Commonwealth
properties.
(B) Depreciation and amortization has been adjusted based on the
allocated purchase price of the assets acquired and an
estimated useful life of 40 years, as if the purchases
occurred on January 1, 1997 for the six months ended June 30,
1997 and January 1, 1996 for the year ended December 31,
1996.
(C) Represents interest expense for draws on the line-of-credit
for One East Delaware (assuming a weighted average interest
rate of 7.09% for the six months ended June 30, 1997 and
7.17% for the year ended December 31, 1996) and interest
expense for the assumed 2000 Commonwealth mortgage loan
(original rate of LIBOR plus 1.50% less renegotiated rate of
LIBOR plus 1.10%).
F-7
<PAGE>
ONE EAST DELAWARE
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
<TABLE>
<S> <C>
REVENUES:
Rental income $3,079,423
Other income 63,533
----------
Total Revenue 3,142,956
==========
CERTAIN EXPENSES:
Administrative 152,008
Operating and maintenance 352,505
Utilities 175,948
Real estate taxes 511,611
Management fees 94,698
Other expenses 86,308
----------
Total Expenses 1,373,078
----------
REVENUE IN EXCESS OF CERTAIN EXPENSES $1,769,878
==========
</TABLE>
The accompanying notes are an integral part of these statements.
F-8
<PAGE>
ONE EAST DELAWARE
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
1. BASIS OF PRESENTATION:
----------------------
The accompanying statements of revenues and certain expenses relates to
the operations of One East Delaware ("the Property") which is a
residential apartment complex of 306 units located in Chicago, Illinois.
The Property was acquired by Charles E. Smith Residential Realty L.P.
(the "Operating Partnership") on October 7, 1997.
The accompanying statements have been prepared for the purpose of
complying with Rule 3-14 of Regulation S-X of the Securities and
Exchange Commission and thus, exclude certain expenses, such as interest
expense, depreciation and amortization, professional fees and other
costs not related to the future operations of the Property. Management
is not aware of any material factors relating to the Property which
would cause the reported financial information not to be indicative of
future operating results.
F-9
<PAGE>
[LETTERHEAD OF ALTSCHULER, MELVOIN AND GLASSER L.L.P. APPEARS HERE]
INDEPENDENT AUDITORS' REPORT
Charles E. Smith Residential Realty, Inc.
We have audited the accompanying statement of revenue and certain expenses of
ONE EAST DELAWARE ("the Property") for the year ended December 31, 1996. This
statement is the responsibility of the Property's management. Our responsibility
is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
The accompanying statement of revenue and certain expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission for inclusion in the Form 8-K of Charles E. Smith
Residential Realty, Inc. Material amounts, described in Note 1 to the statement
of revenue and certain expenses, that would not be comparable to those resulting
from the proposed future operations of the Property are excluded and the
statement is not intended to be a complete presentation of the revenue and
expenses of this property.
In our opinion, the financial statement referred to above present fairly, in all
material respects, the revenue and certain expenses of One East Delaware for the
year ended December 31, 1996 in conformity with generally accepted accounting
principles.
/s/ Altschuler, Melvoin And Glasser L.L.P.
Chicago, Illinois
February 12, 1997
F-10
<PAGE>
ONE EAST DELAWARE
STATEMENT OF REVENUES AND CERTAIN EXPENSES
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<S> <C>
REVENUES:
Rental revenue (net of vacancies of $134,820) $5,160,322
Garage revenue 1,050,070
Service and other income 97,984
----------
6,308,376
----------
CERTAIN EXPENSES:
Administrative 457,497
Operating and maintenance 614,927
Utilities 350,039
Taxes and insurance 1,046,515
Management fees 184,693
Garage operations 287,065
----------
2,940,736
----------
REVENUE IN EXCESS OF CERTAIN EXPENSES $3,367,640
==========
</TABLE>
The accompanying notes are an integral part of these statements.
F-11
<PAGE>
ONE EAST DELAWARE
Notes to the Statement of Revenue and Certain Expenses
Year Ended December 31, 1996
Note 1 -- Basis of Accounting and Significant Accounting Policies:
- ------------------------------------------------------------------
Basis of Presentation--The accompanying statement of revenue and certain
---------------------
expenses relates to the operations of One East Delaware (the "Property")
which is a residential apartment complex in Chicago, IL. The Property
consists of an apartment building containing (a) 306 residential
apartments, (b) approximately 41,000 square feet of commercial space and
(c) an attached parking structure for 412 cars. The Property was
acquired by Charles E. Smith Residential Realty, Inc. (The "Company") on
October 7, 1997.
The accompanying statements have been prepared for the purpose of
complying with Rule 3-14 of Regulations S-X of the Securities and
Exchange Commission and thus exclude certain revenue and expenses such
as interest income, interest expense, and depreciation and amortization
not related to the future operations of the Property. Management is not
aware of any material factors relating to the Property which would cause
the reported financial information not to be indicative of future
operating results.
Significant Accounting Policies--The accompanying statements were
-------------------------------
prepared on the accrual basis of accounting. Rental income attributable
to residential leases is recognized when due from tenants.
F-12
<PAGE>
2000 COMMONWEALTH
STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
<TABLE>
<S> <C>
REVENUES:
Rental income $1,578,816
Other income 196,619
----------
Total Revenue 1,775,435
==========
CERTAIN EXPENSES:
Administrative 337,501
Operating and maintenance 154,687
Utilities 130,861
Real estate taxes 121,146
Management fees 30,000
Other expenses 38,965
----------
Total Expenses 813,160
----------
REVENUE IN EXCESS OF CERTAIN EXPENSES $ 962,275
==========
</TABLE>
The accompanying notes are an integral part of these statements.
F-13
<PAGE>
2000 COMMONWEALTH
NOTES TO STATEMENT OF REVENUES AND CERTAIN EXPENSES
FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED)
1. BASIS OF PRESENTATION:
----------------------
The accompanying statement of revenues and certain expenses relates to
the operations of 2000 Commonwealth ("the Property") which is a
residential apartment complex of 188 units located in Brighton,
Massachusetts. The Property was acquired by Charles E. Smith Residential
Realty L.P. (the "Operating Partnership") on October 10, 1997.
The accompanying statements have been prepared for the purpose of
complying with Rule 3-14 of Regulation S-X of the Securities and
Exchange Commission and thus, exclude certain expenses, such as interest
expense, depreciation and amortization, professional fees and other
costs not related to the future operations of the Property. Management
is not aware of any material factors relating to the Property which
would cause the reported financial information not to be indicative of
future operating results.
F-14
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND L.L.P. APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Commonwealth Reservoir Park Limited Partnership:
We have audited the accompanying statement of excess of revenues over specific
operating expenses of Commonwealth Reservoir Park Limited Partnership (the
"Property") for the year ended December 31, 1996. This financial statement is
the responsibility of the Property's management. Our responsibility is to
express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of excess of revenues over specific
operating expenses is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
As described in Note 2, this financial statement excludes certain income and
expenses which would not be comparable with those resulting from the operations
of the Property after acquisition by Charles E. Smith Residential Realty, Inc.
The accompanying financial statement was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and is
not intended to be a complete presentation of the Property's revenues and
expenses.
In our opinion, the financial statement referred to above presents fairly, in
all materials respects, the excess of revenues over specific operating expenses
(exclusive of income and expenses described in Note 2) of Commonwealth
Reservoir Park Limited Partnership for the year ended December 31, 1996 in
conformity with generally accepted accounting principles.
Boston, Massachusetts /s/ Coopers & Lybrand L.L.P.
November 4, 1997
F-15
<PAGE>
COMMONWEALTH RESERVOIR PARK LIMITED PARTNERSHIP
STATEMENT OF EXCESS OF REVENUES OVER
SPECIFIC OPERATING EXPENSES
for the year ended December 31, 1996
<TABLE>
<S> <C>
Revenues:
Rental Income:
Apartments $3,082,376
Garage 298,530
----------
3,380,906
Less vacancies (95,591)
----------
3,285,315
----------
Other Income:
Laundry commissions 18,031
Miscellaneous 50,056
----------
68,087
----------
3,353,402
----------
Specific operating expenses:
Salaries and wages 332,614
Renting 112,477
Administrative (Note 3) 254,619
Utilities 241,230
Operating and maintenance 434,948
Taxes and insurance 281,870
----------
1,657,758
----------
Excess of revenues over specific operating expenses $1,695,644
==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-16
<PAGE>
COMMONWEALTH RESERVOIR PARK LIMITED PARTNERSHIP
NOTES TO STATEMENT OF EXCESS OF REVENUES OVER
SPECIFIC OPERATING EXPENSES
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------------
DESCRIPTION OF PROPERTIES
The Partnership owns and operates a 188-unit multifamily apartment
complex located in Brighton, Massachusetts
RENTAL REVENUES
Rental income, principally from short-term leases on apartment units, is
recognized as income under the operating method as rents become due.
RISKS AND UNCERTAINTIES
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 revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
2. BASIS OF ACCOUNTING:
-------------------
The accompanying statement of excess of revenues over specific operating
expenses is presented on the accrual basis. This statement has been prepared
in accordance with the applicable rules and regulations of the Securities
and Exchange Commission for real estate properties acquired or to be
acquired. Accordingly, the statement excludes certain historical income and
expenses not comparable to the operations of the property after acquisition,
such as interest income, depreciation and interest expense.
3. TRANSACTIONS WITH AFFILIATES:
----------------------------
Administrative expenses include management fees of $60,000 and a General
partners' office charge of $28,000 charged by affiliates, respectively.
Legal expenses include $20,000 charged by a law firm of which a partner of
the Partnership is a member.
4. SUBSEQUENT EVENT:
----------------
The property was sold to Charles E. Smith Residential Realty Inc. on
October 10, 1997.
F-17
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly authorized, on the
26th day of November 1997.
CHARLES E. SMITH RESIDENTIAL REALTY L.P.
By: /s/ Charles E Smith Residential Realty,
Inc., its General Partner
By: /s/ W. D. Minami
-----------------------------------
W. D. Minami
Senior Vice President and Chief Financial
Officer of Charles E. Smith Residential
Realty, Inc. (on behalf of the Registrant and as Principal
Financial Officer)
By: /s/ S. E. Gulley
-----------------------------------
Steve E. Gulley
Vice President and Controller
of Charles E. Smith Residential
Realty, Inc.
<PAGE>
[LETTERHEAD OF ALTSCHULER, MELVOIN AND GLASSER LLP APPEARS HERE]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference of our report dated February
12, 1997 included in this Form 8-K/A, into Charles E. Smith Residential Realty,
Inc.'s previously filed Registration Statement File No. 33-82382, Registration
Statement File No. 33-93986, Registration Statement File No. 33-80835,
Registration Statement File No. 333-340, Registration Statement File No.
333-8129, and Registration Statement File No. 333-17053.
/s/ Altschuler, Melvoin and Glasser LLP
ALTSCHULER, MELVOIN AND GLASSER LLP
Chicago, Illinois
November 7, 1997
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND L.L.P. APPEARS HERE]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 8-K/A, into Charles E. Smith Residential Realty,
Inc.'s previously filed Registration Statement File No. 33-82382, Registration
Statement File No. 33-93986, Registration Statement File No. 33-80835,
Registration Statement File No. 333-340, Registration Statement File No. 333-
8129, and Registration Statement File No. 333-17053.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
November 7, 1997
