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
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: 0-26048
WNC HOUSING TAX CREDIT FUND IV, L.P., Series 1
California 33-0563307
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(714) 662-5565
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 IV, L.P. SERIES 1
(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 31, 2000..................................3
Statements of Operations
For the three months ended June 30, 2000 and 1999.................4
Statement of Partners' Equity (Deficit)
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 About Market Risk....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 HOUSING TAX CREDIT FUND IV, L.P. SERIES 1
(A California Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 2000 March 31, 2000
---------------------- ---------------------
(unaudited)
ASSETS
<S> <C> <C>
Cash and cash equivalents $ 335,633 $ 310,214
Investments in limited
partnerships, net (Note 2) 3,344,048 3,538,899
Other assets (28) 18,407
---------------------- ---------------------
$ 3,679,653 $ 3,867,520
====================== =====================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Liabilities:
Payable to limited partnerships (Note 4) $ 2,303 $ 2,303
Accrued fees and expenses due to
General Partner and affiliates (Note 3) 114,167 104,593
---------------------- ---------------------
Total liabilities 116,470 106,896
---------------------- ---------------------
Partners' equity (deficit):
General Partner (64,269) (62,295)
Limited Partners (10,000 units authorized,
10,000 units issued and outstanding) 3,627,452 3,822,919
---------------------- ---------------------
Total partners' equity 3,563,183 3,760,624
---------------------- ---------------------
$ 3,679,653 $ 3,867,520
====================== =====================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P. SERIES 1
(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 $ 4,569 $ 3,701
----------------- ------------------
Operating expenses:
Amortization (Note 2) 7,124 7,124
Asset management fees (Note 3) 10,500 10,500
Other 4,285 5,721
----------------- ------------------
Total operating expenses 21,909 23,345
----------------- ------------------
Loss from operations (17,340) (19,644)
Equity in losses of limited partnerships (Note 2) (180,101) (195,660)
----------------- ------------------
Net loss $ (197,441) $ (215,304)
================= ==================
Net loss allocated to:
General Partner $ (1,974) $ (2,153)
================= ==================
Limited Partners $ (195,467) $ (213,151)
================= ==================
Net loss per limited partnership unit
(10,000 units issued and outstanding) $ (20) $ (21)
================= ==================
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P. SERIES 1
(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 $ (62,295) $ 3,822,919 $ 3,760,624
Net loss for the three months ended
June 30, 2000 (1,974) (195,467) (197,441)
----------------- ------------------- -----------------
Equity (deficit), June 30, 2000 $ (64,269) $ 3,627,452 $ 3,563,183
================= =================== =================
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P. SERIES 1
(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 $ (197,441) $ (215,304)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Amortization 7,124 7,124
Equity in losses of limited partnerships 180,101 195,660
Change in other assets 18,435 -
Change in accrued fees and expense due
to General Partner and affiliates 9,574 15,421
----------------- ------------------
Net cash provided by operating activities 17,793 2,901
----------------- ------------------
Cash flows from investing activities:
Distribution from limited partnerships 7,626 4,100
----------------- ------------------
Net increase in cash and cash equivalents 25,419 7,001
Cash and cash equivalents, beginning of period 310,214 341,350
----------------- ------------------
Cash and cash equivalents, end of period $ 335,633 $ 348,351
================= ==================
</TABLE>
See accompanying notes to financial statements
6
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(unaudited)
NOTE 1 - ORGANIZATION AND 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 IV, L.P., Series 1, a California Limited Partnership
(the "Partnership"), was formed on May 4, 1993 under the laws of the state of
California, and commenced operations on October 20, 1993. 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, IV, L.P. (the "General
Partner"), a California limited partnership. WNC & Associates, Inc. ("WNC") is
the general partner 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, Jr. was the original limited partner of the Partnership and owns,
through the Lester Family Trust, 28.6% of the outstanding stock of WNC. Wilfred
N. Cooper, Jr., President of Associates, owns 2.1% of the outstanding stock of
Associates. The business of the Partnership is conducted primarily through
Associates as neither TCP IV nor the Partnership have employees of their own.
The Partnership Agreement authorized the sale of up to 10,000 units at $1,000
per Unit ("Units"). The offering of Units concluded in July 1994 at which time
10,000 Units in the amount of $10,000,000 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 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 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.
7
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
June 30, 2000
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
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 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 Local Limited 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
Partnerships 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 (see 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 limited partners' capital and amounted to $1,356,705 at the end
of all periods presented.
8
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
NOTES TO FINANCIALS 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. The
Partnership had no cash equivalents as of June 30, 2000 and March 31, 2000.
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.
Concentration of Credit Risk
At June 30, 2000, the Partnership maintained a cash balance at a certain
financial institution in excess of the maximum federally insured amounts.
NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS
As of the periods presented, the Partnership had acquired limited partnership
interests in twenty-one Local Limited Partnerships, each of which owns one
housing complex, consisting of an aggregate of 812 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 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 IV, L.P., SERIES 1
(A California Limited Partnership)
NOTES TO FINANCIALS 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>
Three Months Ended Year Ended
June 30, 2000 March 31, 2000
-------------------- -------------------
<S> <C> <C>
Investments per balance sheet,
beginning of period $ 3,538,899 $ 4,298,485
Capital contributions paid, net - (5,864)
Distributions received (7,626) (31,390)
Equity in losses of limited partnerships (180,101) (693,836)
Amortization of paid acquisition fees and costs (7,124) (28,496)
-------------------- -------------------
Investments per balance sheet,
end of period $ 3,344,048 $ 3,538,899
==================== ===================
Selected financial information for the three months ended June 30 from the
unaudited combined financial statements of the limited partnership in which the
Partnership has invested as follows:
2000 1999
-------------------- -------------------
Total revenue $ 835,000 $ 823,000
-------------------- -------------------
Interest expense 226,000 245,000
Depreciation and amortization 264,000 270,000
Operating expenses 549,000 525,000
-------------------- -------------------
Total expenses 1,039,000 1,040,000
-------------------- -------------------
Net loss $ (204,000) $ (217,000)
==================== ===================
Net loss allocable to the Partnership $ (202,000) $ (214,000)
==================== ===================
Net loss recorded by the Partnership $ (180,000) $ (196,000)
==================== ===================
</TABLE>
10
<PAGE>
WNC HOUSING TAX CREDIT FUND IV, L.P., SERIES 1
(A California Limited Partnership)
NOTES TO FINANCIALS STATEMENTS - CONTINUED
For the Quarter Ended 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 during the current or future years for the following
fees:
(a) Annual Asset Management Fee. An annual asset management fee equal to
the greater amount of (i) $2,000 for each apartment complex, or (ii)
0.275% of Gross Proceeds. The base fee amount will be adjusted annually
based on changes to the Consumer Price Index. However, in no event will
the annual asset management fee exceed 0.2% of the invested assets of
the Local Limited Partnerships, including the Partnership's allocable
share of the mortgages. Asset management fees of $10,500 were incurred
for each of the three months ended June 30, 2000 and 1999. As of June
30, 2000, $114,167 of those fees remained unpaid.
(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, 2003 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.
The accrued fees and advances due to General Partner and affiliates presented on
the balance sheets consists of the following:
<TABLE>
<CAPTION>
June 30, 2000 March 31, 2000
---------------------- --------------------
<S> <C> <C>
Reimbursement for expenses paid by the General
Partner or an affiliate $ - $ 926
Asset management fee payable 114,167 103,667
---------------------- --------------------
$ 114,167 $ 104,593
====================== ====================
</TABLE>
NOTE 4 - PAYABLE TO LIMITED PARTNERSHIPS
Payable to limited partnerships represents 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 partnerships achieving certain operating benchmarks and are
generally expected to be paid within two years of the Partnership's initial
investment.
NOTE 5 - INCOME TAXES
The Partnership will not make a provision for income taxes since all items of
taxable income and loss will be allocated to the partners for inclusion in their
respective income tax returns.
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 June 29, 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 $336,000 in
cash and aggregate investments in the twenty-one Local Limited Partnerships of
$3,344,000. Liabilities at June 30, 2000 were $116,000 consisting primarily of
$114,000 in accrued annual management fees.
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
$(197,000), reflecting a decrease of $18,000 from the net loss experienced for
the three months ended June 30, 1999 of $(215,000). The decline in net loss is
primarily due to equity in losses from limited partnerships which decreased by
$16,000 to $(180,000) for the three months ended June 30, 2000 from $(196,000)
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 had 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.
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 was $25,000
compared to a net increase in cash for the three months ended June 30, 1999 of
$7,000. The change was due primarily to an increase in cash received from
affiliates of $18,000, an increase in distributions received of $4,000, offset
by an increase in cash paid to General Partner and affiliates for operating
expenses of $5,000.
The Partnership expects its future cash flows, together with its net available
assets at June 30, 2000, to be sufficient to meet all currently foreseeable
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 about Market Risk
NOT APPLICABLE
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 IV, L.P., Series 1
By: WNC Tax Credit Partners IV, L.P.
General Partner of the Registrant
By: WNC & ASSOCIATES, INC.
General Partner of WNC Tax Credit Partners IV, L.P.
By: /s/ Will N Cooper Jr.
Will N Cooper, Jr.,
President - Chief Operating Officer of WNC & Associates, Inc.
Date: October 5, 2000
By: /s/ Michael L. Dickenson
Michael L. Dickenson,
Vice President - Chief Financial Officer of WNC & Associates, Inc.
Date: October 5, 2000
15
