SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended July 31, 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 0-24856
------------------------------
UST PRIVATE EQUITY INVESTORS FUND, INC.
(Exact name of Registrant as specified in its charter)
MARYLAND 13-3786385
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
114 West 47th Street
New York, NY 10036-1532
(Address of principal executive offices, including zip code)
(212) 852-1000
(Telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes |X| No |_|
As of July 31, 2000, there were 40,463 shares of the Registrant's Common
Stock, $.001 par value per share, outstanding.
UST PRIVATE EQUITY INVESTORS FUND, INC.
This Quarterly Report on Form 10-Q contains historical information and
forward-looking statements. Statements looking forward in time are included
in this Form 10-Q pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. They involve known and unknown
risks and uncertainties that may cause the Company's actual results to
differ from future performance suggested herein.
INDEX PAGE NO.
----- --------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Portfolio of Investments as of July 31, 2000 (Unaudited)
and October 31, 1999.
Statement of Assets and Liabilities at July 31, 2000
(Unaudited) and October 31, 1999.
Statement of Operations (Unaudited) for the three month
period ended July 31, 2000, the fiscal year to date July
31, 2000, the three month period ended July 31, 1999 and
the six-month period ended July 31, 1999.
Statement of Changes in Net Assets (Unaudited) for the
three month period ended July 31, 2000, the fiscal year to
date July 31, 2000, the three month period ended July 31,
1999 and the six-month period ended July 31, 1999.
Statement of Cash Flows (Unaudited) for the six month
period ended July 31, 2000 and the six month period ended
July 31, 1999.
Notes to Financial Statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Securityholders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
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UST PRIVATE EQUITY INVESTORS FUND, INC. FISCAL YEAR END: OCTOBER 31, 2000
PORTFOLIO OF INVESTMENTS (UNAUDITED) QUARTER ENDED: JULY 31, 2000
--------------------------------------------------------------------------------------------------------------------
PORTFOLIO STRUCTURE JULY 31, 2000 OCTOBER 31, 1999
------------------- -------------------------------- -------------------------------
<S> <C> <C> <C> <C>
PORTFOLIO COMPANIES $ 5,180,721 15.42% $ 18,734,542 46.49%
PRIVATE FUNDS 17,378,098 51.75% 13,865,235 34.31%
PUBLICLY-TRADED COMPANIES 4,790,162 14.27% -- --
SHORT-TERM INVESTMENTS:
COMMERCIAL PAPER -- -- 4,971,281 12.34%
U.S. GOVERNMENT AND AGENCY OBLIGATIONS 1,791,068 5.33% 7,997,462 19.85%
INVESTMENT COMPANIES 1,374,498 4.09% 1,636,176 4.06%
--------- ----- ---------
TOTAL INVESTMENTS 30,514,547 90.87% 47,204,696 117.15%
OTHER ASSETS & LIABILITIES (NET) 3,065,127 9.13% (6,909,427) -17.15%
--------- ----- ------------ -------
NET ASSETS $ 33,579,674 100.00% $ 40,295,269 100.00%
============= ======= ============= =======
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<TABLE>
<CAPTION>
UST PRIVATE EQUITY INVESTORS FUND, INC. FISCAL YEAR END: OCTOBER 31, 2000
PORTFOLIO OF INVESTMENTS (UNAUDITED) QUARTER ENDED: JULY 31, 2000
------------------------------------------------------------------------------------------------------------------
PRINCIPAL
AMOUNT/SHARES COUPON VALUE
----------- ----------------
U.S. GOVERNMENT & AGENCY OBLIGATIONS - 5.33%
<S> <C> <C>
1,800,000 Federal Home Loan Bank, 8/25/00 6.38% $ 1,791,068
----------------
TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS 1,791,068
----------------
(Cost $1,791,068)
PUBLICLY TRADED COMPANIES - 14.27%
15,991 Cobalt Networks, Inc. 729,589
39,725 Global Crossing Ltd. 965,814
2,430 Inktomi Corp. 260,010
42,677 Accrue Software, Inc. 986,906
7,520 Accrue Software, Inc. Lockup Shares 139,120
85,170 QuickLogic Corporation 1,708,723
----------------
TOTAL PUBLICLY TRADED COMPANIES 4,790,162
----------------
(Cost $1,322,285)
PRIVATE INVESTMENT FUNDS - 51.75%
6,008 Allegra Capital Partners III, LP 2,191,574
955 Brentwood Associates Buyout Fund II, LP 1,820,581
1,397 Bruckmann, Rosser, Sherrill & Co., LP 2,186,766
2,014 Morgenthaler Venture Partners IV, LP 4,659,256
3,591 Sevin Rosen Fund V, LP 2,647,616
4,008 Vanguard V, LP 3,872,305
----------------
TOTAL PRIVATE INVESTMENT FUNDS 17,378,098
----------------
(Cost $10,447,083)
PRIVATE COMPANIES- 15.43%
COMMON AND PREFERRED STOCKS - 15.43%
MEDICAL DEVICES - 0.00%
1,136,364 AbTox, Inc., Series F (Preferred) -
515,464 Cardiopulmonary Corp., Series D -
35,294 Cardiopulmonary Corp., Series F -
-
SEMICONDUCTORS - 4.93%
294,000 LogicVision, Inc., Series F 1,355,722
70,588 LogicVision Inc. Series F (Preferred) 299,999
----------------
1,655,721
----------------
SPECIALTY RETAIL - 10.50%
2,608,696 Best Friends Pet Care, Inc., Series F (Preferred) 3,000,000
583,333 Best Friends Pet Care, Inc., Series G (Preferred) 350,000
583,333 Best Friends Pet Care, Inc., Series H (Preferred) 175,000
----------------
3,525,000
----------------
TOTAL PRIVATE COMPANIES 5,180,721
----------------
(Cost $10,024,499)
INVESTMENT COMPANIES - 4.09%
702,688 Dreyfus Treasury Cash Management Fund 702,688
671,810 Fidelity Cash Portfolio, U.S. Treasury II 671,810
----------------
TOTAL INVESTMENT COMPANIES 1,374,498
----------------
(Cost $1,374,498)
TOTAL INVESTMENTS (Cost $24,959,433) 90.87% 30,514,547
----------------
----------------
OTHER ASSETS & LIABILITIES (NET) 9.13% 3,065,127
----------- ----------------
NET ASSETS 100.00% $ 33,579,674
=========== ================
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<TABLE>
<CAPTION>
UST PRIVATE EQUITY INVESTORS FUND, INC. FISCAL YEAR END: OCTOBER 31, 2000
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED) QUARTER ENDED: JULY 31, 2000
---------------------------------------------------------------------------------------------------------------
ASSETS JULY 31, 2000 OCTOBER 31, 1999
----------------------------------------------- ------------- ----------------
<S> <C> <C>
Investment Securities, at Cost $ 24,959,433 $ 44,055,089
=========== ===========
Investment Securities, at Value 30,514,547 47,204,696
Cash 1,129,827 4,993
Receivables:
Interest 7,600 110,457
For Investments Sold 3,482,365 436,770
Prepaid Assets 6,586 8,522
----------- -----------
TOTAL ASSETS 35,140,925 47,765,438
----------- -----------
LIABILITIES
-----------------------------------------------
Managing Investment Advisory Fees Payable 861,461 128,136
Deferred Incentive Fee Payable 555,511 227,752
Administration & Shareholder Servicing Fees Payable 31,285 15,703
Directors Fees Payable 51,640 43,501
Capital Gains Distribution Payable -- --
Accrued Expenses and Other Payables 61,354 56,213
----------- -----------
TOTAL LIABILITIES 1,561,251 7,470,169
----------- -----------
NET ASSETS $ 33,579,674 40,295,269
============ ===========
NET ASSETS CONSIST OF
-----------------------------------------------
Accumulated Undistributed Net Investment Income $ 468,673 $ 565,764
Accumulated Net Realized Loss on Investments (10,541,385) (2,577,254)
Net Unrealized Appreciation of Investments 5,555,114 3,149,607
Par Value 405 405
Paid In Capital in Excess of Par Value 39,384,499 39,384,499
Allowance for Management Incentive (1,287,632) (227,752)
----------- ---------
TOTAL NET ASSETS 33,579,674 $40,295,269
============ ==========
Shares of Common Stock Outstanding 40,463 40,463
------------ -----------
NET ASSET VALUE PER SHARE $ 829.89 $ 995.85
=========== ============
</TABLE>
<TABLE>
<CAPTION>
UST PRIVATE EQUITY INVESTORS FUND, INC. FISCAL YEAR END: OCTOBER 31, 2000
STATEMENT OF OPERATIONS (UNAUDITED) QUARTER ENDED: JULY 31, 2000
-----------------------------------------------------------------------------------------------------------------------------------
QUARTER ENDED FISCAL YEAR TO DATE QUARTER ENDED FISCAL YEAR TO DATE
INVESTMENT INCOME JULY 31, 2000 JULY 31, 2000 JULY 31, 1999 JULY 31, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Interest Income $ 34,137 $ 339,835 $ 84,959 $ 266,941
-------------- ------------- ------------- -------------
TOTAL INCOME 34,137 339,835 84,959 266,941
-------------- ------------- ------------- -------------
EXPENSES
Management Investment Advisory Fees 117,857 349,275 97,568 324,173
Administrative Fees & Shareholder 15,458 46,040 15,429 45,573
Custodial Fees 2,392 7,732 10,193 13,756
Legal Fees 14,528 43,270 16,425 83,573
Audit and Other Professional Service Fees 11,336 24,265 6,553 19,446
Directors' Fees and Expenses 15,049 51,639 10,964 32,536
Shareholder Reports 1,508 4,491 1,512 4,488
Insurance Expense 1,942 8,169 3,134 9,601
Miscellaneous Expense 202 600 152 449
Interest Expense -- 1,935 4,207 10,926
-------------- ------------- ------------- -------------
TOTAL EXPENSES 180,272 537,416 166,137 544,521
Fees Waived and Reimbursed by Adviser (31,838) (100,490) (42,228) (129,523)
-------------- ------------- ------------- -------------
NET EXPENSES 148,434 436,926 123,909 414,998
-------------- ------------- ------------- -------------
NET INVESTMENT INCOME/(LOSS) (114,297) ( 97,091) (38,950) (148,057)
-------------- ------------- ------------- -------------
REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS
Net Realized Gain on Security Transactions 4,210,023 8,221,045 (218) (2,507,606)
Change in Unrealized Appreciation/(Depreciation)
on Investments (3,085,720) 2,405,531 1,418,453 740,061
-------------- ------------- ------------- -------------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS 1,124,303 10,626,576 1,418,235 (1,767,545)
Change in Management Incentive Fee (82,512) (1,059,880) 0 0
-------------- ------------- ------------- -------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 927,494 $9,469,605 $ 1,379,285 $ (1,915,602)
============== ============= ============= =============
Net Investment Income (Loss) (114,297) (97,091) (38,950) (148,057)
Net Realized Gain on Investments 4,210,023 8,221,045 (218) (2,507,606)
Change in Unrealized Appreciation (Depreciation)
on Investments (3,085,720) 2,405,531 1,418,453 740,061
Change in Allowance for Management Incentive Fee (82,512) (1,059,880) -- --
-------------- ------------- ------------- -------------
Net Increase in Net Assets
Resulting From Operations 927,494 9,469,605 1,379,285 (1,915,602)
DISTRIBUTION TO SHAREHOLDERS:
From Net Investment Income -- -- -- --
From Net Realized Gain on Investments -- (16,185,200) -- (367,437)
-------------- ------------- ------------- -------------
NET INCREASE (DECREASE) IN NET ASSETS 927,494 (6,715,595) 1,379,285 (2,283,039)
NET ASSETS:
Beginning of Period 32,652,180 40,295,269 34,244,868 37,907,192
-------------- ------------- ------------- -------------
End of Period $ 33,579,674 $ 33,579,674 $ 35,624,153 $ 35,624,153
============== ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
UST PRIVATE EQUITY INVESTORS FUND, INC. FISCAL YEAR END: OCTOBER 31, 2000
STATEMENT OF CASH FLOWS (UNAUDITED) QUARTER ENDED: JULY 31, 2000
-----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING FISCAL YEAR TO DATE FISCAL YEAR TO DATE
AND OPERATING ACTIVITIES: JULY 31, 2000 JULY 31, 1999
------------- -------------
<S> <C> <C>
Proceeds from Sales of Investments $173,988,084 $83,710,107
Purchases of Investments (161,008,569) (71,754,376)
Net Increase in Short Term Investments (11,439,353) (13,009,167)
Investment Income 295,154 107,446
Interest Paid (5,315) (10,705)
Operating Expenses Paid (398,583) (279,421)
--------------- ------------
Net Cash Provided for Investing and Operating
Activities 24,310,124 (1,236,116)
--------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions Paid (16,185,291) (367,345)
Cash Receipts from Borrowings (7,000,000) 1,000,000
--------------- ------------
Net Cash Used by Financing Activities (23,185,291) 632,655
--------------- ------------
Net Decrease in Cash 1,124,833 (603,461)
CASH AT BEGINNING OF YEAR 4,993 603,540
--------------- ------------
CASH AT END OF YEAR $ 1,129,826 $ 79
=============== ============
</TABLE>
1. Significant Accounting Policies
UST Private Equity Investors Fund, Inc. (the "Company") was
incorporated under the laws of the State of Maryland on September 16, 1994
and is registered under the Securities Exchange Act of 1934, as amended, as
a non-diversified, closed-end management investment company which has
elected to be treated as a business development company under the
Investment Company Act of 1940, as amended. The Company commenced
operations on August 1, 1995.
Certain information and footnote disclosures normally included in
the financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Reference is made to
the Company's annual report included in Form 10-K as filed with the
Securities and Exchange Commission for the Notes to the Financial
Statements that remain unchanged.
The following is a summary of the Company's significant accounting
policies.
(a) Portfolio valuation:
The Company values portfolio securities quarterly and at other
such times as, in the Board of Directors' view, circumstances warrant.
Investments in unrestricted securities that are traded on a recognized
stock exchange or on a national securities market are valued at the last
sale price for such securities on the valuation date. Short-term debt
instruments with remaining maturities of 60 days or less are valued at
amortized cost, which approximates market value. Securities and other
assets for which market quotations are not readily available or that are
restricted are valued, pursuant to guidelines adopted by the Investment
Adviser, under the supervision of the Board of Directors.
(b) Federal income taxes:
It is the policy of the Company to continue to qualify as a
"regulated investment company" solely for purposes of Subchapter M of the
Internal Revenue Code and distribute substantially all of its taxable
income to its shareholders. Therefore, no federal income or excise tax
provision is required.
2. Purchases and Sales of Securities
Purchase and sales of securities for the three month period ended
July 31, 2000, excluding short-term investments, for the Company aggregated
$0 and $4,457,143, respectively. At July 31, 2000, the Company had
outstanding investment commitments totaling $0.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
THREE-MONTH PERIOD ENDED JULY 31, 2000 AS COMPARED TO THE SIMILAR PERIOD IN 1999
--------------------------------------------------------------------------------
The Company's net asset value per common share was $829.89 at July 31,
2000, up $22.93 per share from the net asset value per common share of
$806.96 at April 30, 2000. This increase is the result of the appreciation
of Morgenthaler Venture Partners IV as well as distributions of Cobalt
Networks and Global Crossings. The Company's net asset value per common
share was $880.41 at July 31, 1999, up $34.08 per share from the net asset
value per common share of $846.33 at April 30, 1999.
REALIZED AND UNREALIZED GAINS AND LOSSES FROM PORTFOLIO INVESTMENTS
-------------------------------------------------------------------
For the three months ended July 31, 2000 and 1999, the Company had a net
realized gain/(loss) on security transactions of $4,210,023 and $(218),
respectively. For the three months ended July 31, 2000 and 1999, the
Company had a net change in unrealized appreciation/(depreciation) on
investments of $(3,085,720) and $1,418,453, respectively. The realized
gains were the result of the Company's sale of shares of Quicklogic
Corporation, Accrue Software, Checkfree Holdings, Cisco Systems, Cobalt
Networks and Global Crossings. The change in unrealized depreciation was
principally the result of a decline in the stock price of Accrue Software,
as well as the decline in value of Quicklogic Corporation, as well as
several distributions of stock made from private funds during the quarter.
INVESTMENT INCOME AND EXPENSES
------------------------------
For the three months ended July 31, 2000, the Company had interest income
of $34,137 and net operating expenses of $148,439 resulting in net
investment loss of $(114,297) as compared to interest income of $84,959 and
net operating expenses of $123,909 for the three months ended July 31, 1999
resulting in net investment loss of $(38,950). The primary reason for the
increase in interest income was a decline of assets invested in short-term
instruments.
United States Trust Company of New York and U.S. Trust Company of
Connecticut (together, the "Managing Investment Adviser") provide
investment management and administrative services required for the
operation of the Company. In consideration of the services rendered by the
Managing Investment Adviser, the Company pays a management fee based upon a
percentage of the net assets of the Company invested or committed to be
invested in certain types of investments and an incentive fee based in part
on a percentage of realized capital gains of the Company. Such fee is
determined and payable quarterly. For the quarters ended July 31, 2000 and
1999, the Managing Investment Adviser earned $117,857 and $97,568 in
management fees, respectively. In addition, for the quarters ended July 31,
2000 and 1999, the change in allowance for the Management Incentive Fee was
$82,512 and $0, respectively. For the same periods, the Managing Investment
Adviser reimbursed other operating expenses of the Company in the amount of
$31,838 and $62,228, respectively, as a result of expenses incurred in
excess of those permitted pursuant to the Company's Prospectus.
NET ASSETS
----------
At July 31, 2000, the Company's net assets were $33,579,674, an increase of
$927,494 from net assets of $32,652,180 at April 30, 2000. The Company's
net assets at July 31, 1999 were $35,624,153, up $1,379,285 from net assets
of $34,244,868 at April 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company focuses its investments in the private equity securities of
later-stage venture capital companies and middle-market companies which the
Company believes offer significant long-term capital appreciation. The
Company may offer managerial assistance to certain of these companies. The
Company invests its available cash in short-term investments of marketable
securities to provide the liquidity necessary to make portfolio investments
as investment opportunities arise.
Aside from private fund capital calls, the Company made no follow-up
investments in the recent quarter.
At July 31, 2000, the Company held $1,129,827 in cash and $30,514,547 in
investments as compared to $0 in cash and $50,147,479 in investments at
April 30, 2000. These changes from April 30, 2000 were primarily the result
of proceeds generated from the sale of publicly-held securities which
settled on July 31 as well as a distribution of $16,185,200 or $400 per
share made to shareholders during the quarter. In connection with the
Company's commitments to private funds in the amount of $12,000,000 since
inception, a total of $12,000,000 representing capital calls, has been paid
by the Company through July 31, 2000.
A dividend of $400 per share was declared by the directors on May 2, 2000
to shareholders of record on May 2, 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Equity Price Risk:
-----------------
The majority of the Company's investment portfolio consists of
equity securities in private companies and private investment funds which
are not publicly traded. These investments are recorded at fair value as
determined by the Managing Investment Adviser in accordance with valuation
guidelines adopted by the Board of Directors. This method of valuation does
not result in increases or decreases in the fair value of these equity
securities in response to changes in market prices. Thus, these equity
securities are not subject to equity price risk. Nevertheless, the Company
is exposed to equity price risk through its investment in the equity
securities of five public companies. At July 31, 2000, these publicly
traded equity securities were valued at $4,790,102. Thus, there is exposure
to equity price risk, which is estimated as the potential loss in fair
value due to a hypothetical 10% decrease in quoted market prices, and would
result in a decrease of approximately $479,016 in the value of these
securities. Actual results may differ.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not Applicable
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.
The Annual Meeting of Shareholders of the Company was
held at the offices of United States Trust Company 114 West
47th Street, New York, New York 10036 at 10:00 a.m. (New York
time) (the "Meeting"). Of the 40,463 shares outstanding as of
April 24, 2000, the record date for the Meeting, 22,961 were
present or represented by proxy at the Meeting. The
shareholders of the Company approved the following matters: (i)
to elect each of Mr. Bernstein, Mr. Hover, Mr. Murphy and Mr.
Imbimbo as directors of the Company, (ii) to approve or
disapprove a new investment advisory agreement among the
Company, United States Trust Company of New York and U.S. Trust
Company, (iii) to approve and ratify or disapprove and reject
the payments previously made to United States Trust Company of
New York and U.S. Trust Company pursuant to the investment
advisory agreement and the Board of Directors' determinations
with respect thereto, and (iv) to ratify or reject the
selection of Ernst & Young LLP as the Company's independent
public accountants for the fiscal year ending October 31, 2000.
The results of the voting for each of these proposals were as
follows:
1. Election of Directors:
For Withheld
------ --------
John C. Hover II 22,545 416
Gene M. Bernstein 22,545 416
Stephen V. Murphy 22,520 441
Victor F. Imbimbo, Jr. 22,545 416
2. To approve the new investment advisory agreement:
For: 22,667
Against: 267
Abstain: 27
3. To approve and ratify payments previously made to United
States Trust Company of New York and U.S. Trust Company,
etc.:
For: 21,985
Against: 348
Abstain: 628
4. To ratify Ernst & Young LLP as independent accountants for
the fiscal year ending October 31, 2000:
For: 22,747
Against: 187
Abstain: 27
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
(27) Financial Data Schedule (for EDGAR filing purposes only).
SIGNATURES
Pursuant to the requirements 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 thereunto duly authorized.
UST PRIVATE EQUITY INVESTORS FUND, INC.
Date: September 14, 2000
By: /s/ David I. Fann
________________________________________
David I. Fann, President
(Principal Executive Officer)
Date: September 14, 2000
By: /s/ Brian F. Schmidt
________________________________________
Brian F. Schmidt, Treasurer
(Principal Financial and Accounting Officer)
