1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2002
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Commission file number 1-11060
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AMERICAN INSURED MORTGAGE INVESTORS
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(Exact name of registrant as specified in charter)
California 13-3180848
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11200 Rockville Pike, Rockville, Maryland 20852
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(Address of principal executive offices) (Zip Code)
(301) 816-2300
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(Registrant's 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, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of March 31, 2002, 10,000,125 depository units of limited partnership
interest were outstanding.
2
AMERICAN INSURED MORTGAGE INVESTORS
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2002
PAGE
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PART I. Financial Information (Unaudited)
Item 1. Financial Statements
Balance Sheets - March 31, 2002 (unaudited) and December 31, 2001 3
Statements of Income and Comprehensive Income - for the three
months ended March 31, 2002 and 2001 (unaudited) 4
Statement of Changes in Partners' Equity - for the three months ended
March 31, 2002 (unaudited) 5
Statements of Cash Flows - for the three months ended March 31, 2002
and 2001 (unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 11
Item 3. Qualitative and Quantitative Disclosures About Market Risk 13
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN INSURED MORTGAGE INVESTORS
BALANCE SHEETS
March 31, December 31,
2002 2001
------------ ------------
(Unaudited)
ASSETS
Investment in FHA-Insured Loans, at amortized cost,
net of unamortized discount:
Originated insured mortgages $ 4,789,003 $ 4,806,675
Acquired insured mortgages 7,593,892 7,621,126
------------ ------------
12,382,895 12,427,801
Investment in FHA-Insured Certificates,
at fair value 9,819,646 9,727,346
Cash and cash equivalents 1,747,897 534,890
Receivables and other assets 207,818 212,451
Due from affiliate - 1,235,104
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Total assets $ 24,158,256 $ 24,137,592
============ ============
LIABILITIES AND PARTNERS' EQUITY
Distributions payable $ 1,647,806 $ 514,940
Accounts payable and accrued expenses 108,350 92,319
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Total liabilities 1,756,156 607,259
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Partners' equity:
Limited partners' equity, 10,000,125 Units authorized,
issued and outstanding 26,300,652 27,515,891
General partners' deficit (5,333,332) (5,297,038)
Accumulated other comprehensive income 1,434,780 1,311,480
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Total partners' equity 22,402,100 23,530,333
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Total liabilities and partners' equity $ 24,158,256 $ 24,137,592
============ ============
The accompanying notes are an integral part
of these financial statements.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN INSURED MORTGAGE INVESTORS
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
For the three months ended
March 31,
2002 2001
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Income:
Mortgage investment income $ 506,462 $ 538,418
Interest and other income 4,134 26,818
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510,596 565,236
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Expenses:
Asset management fee to related parties 54,084 56,706
General and administrative 60,239 57,288
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114,323 113,994
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Net earnings $ 396,273 $ 451,242
========== ==========
Other comprehensive income - adjustment to unrealized
gains on investments in insured mortgages 123,300 24,218
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Comprehensive income $ 519,573 $ 475,460
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Net earnings allocated to:
Limited partners - 97.1% $ 384,781 $ 438,156
General Partner - 2.9% 11,492 13,086
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$ 396,273 $ 451,242
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Net earnings per Unit of limited
partnership interest - basic $ 0.04 $ 0.04
========== ==========
The accompanying notes are an integral part
of these financial statements.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN INSURED MORTGAGE INVESTORS
STATEMENT OF CHANGES IN PARTNERS' EQUITY
For the three months ended March 31, 2002
(Unaudited)
Accumulated
Other
General Limited Comprehensive
Partner Partner Income Total
------------- ------------- ------------- -------------
Balance, December 31, 2001 $ (5,297,038) $ 27,515,891 $ 1,311,480 $ 23,530,333
Net Earnings 11,492 384,781 - 396,273
Adjustment to unrealized gains on
investments in insured mortgages - - 123,300 123,300
Distributions paid or accrued of $0.16 per Unit,
including return of capital of $0.12 per Unit (47,786) (1,600,020) - (1,647,806)
------------- ------------- ------------- -------------
Balance, March 31, 2002 $ (5,333,332) $ 26,300,652 $ 1,434,780 $ 22,402,100
============= ============= ============= =============
Limited Partnership Units outstanding - basic, as
of March 31, 2002 10,000,125
=============
The accompanying notes are an integral part
of these financial statements.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN INSURED MORTGAGE INVESTORS
STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended
March 31,
2002 2001
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Cash flows from operating activities:
Net earnings $ 396,273 $ 451,242
Adjustments to reconcile net earnings to net cash provided by operating activities:
Changes in assets and liabilities:
Decrease in due from affiliate, receivables and other assets 47,120 23,517
Increase (decrease) in accounts payable and accrued expenses 16,031 (6,780)
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Net cash provided by operating activities 459,424 467,979
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Cash flows provided by investing activities:
Debenture proceeds received from affiliate 1,192,617 -
Receipt of mortgage principal from scheduled payments 75,906 72,925
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Net cash provided by investing activities 1,268,523 72,925
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Cash flows used in financing activities:
Distributions paid to partners (514,940) (514,940)
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Net increase in cash and cash equivalents 1,213,007 25,964
Cash and cash equivalents, beginning of period 534,890 567,491
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Cash and cash equivalents, end of period $ 1,747,897 $ 593,455
=========== ===========
The accompanying notes are an integral part
of these financial statements.
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AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION
American Insured Mortgage Investors (the "Partnership") was formed under
the Uniform Limited Partnership Act in the state of California on July 12, 1983.
The Partnership Agreement ("Partnership Agreement") states that the Partnership
will terminate on December 31, 2008, unless terminated earlier under the
provisions of the Partnership Agreement.
CRIIMI, Inc. (the "General Partner"), a wholly owned subsidiary of CRIIMI
MAE Inc. ("CRIIMI MAE"), holds a partnership interest of 2.9%. AIM Acquisition
Partners L.P. (the "Advisor") serves as the advisor to the Partnership pursuant
to an Advisory Agreement between the Advisor and the Partnership. The general
partner of the Advisor is AIM Acquisition Corporation ("AIM Acquisition") and
the limited partners include, but are not limited to, AIM Acquisition, The
Goldman Sachs Group, L.P., Sun America Investments, Inc. (successor to Broad,
Inc.) and CRI/AIM Investment, L.P., an affiliate of CRIIMI MAE. AIM Acquisition
is a Delaware corporation that is primarily owned by Sun America Investments,
Inc. and The Goldman Sachs Group, L.P.
Under the Advisory Agreement, the Advisor renders services to the
Partnership, including but not limited to, the management and disposition of the
Partnership's portfolio of mortgages. Such services are subject to the review
and ultimate authority of the General Partner. However, the General Partner is
required to receive the consent of the Advisor prior to taking certain
significant actions, including but not limited to the disposition of mortgages,
any transaction or agreement with the General Partner or its affiliates, or any
material change as to policies regarding distributions or reserves of the
Partnership. The Advisor is permitted to delegate the performance of services
pursuant to a sub-advisory agreement (the "Sub-Advisory Agreement"). The
delegation of such services does not relieve the Advisor of its obligation to
perform such services. CRIIMI MAE Services Limited Partnership ("CMSLP"), an
affiliate of CRIIMI MAE, manages the Partnership's portfolio, pursuant to the
Sub-Advisory Agreement. The general partner of CMSLP is CMSLP Management
Company, Inc., a wholly owned subsidiary of CRIIMI MAE.
The Partnership's investment in mortgages consists of participation
certificates evidencing a 100% undivided beneficial interest in government
insured multifamily mortgages issued or sold pursuant to Federal Housing
Administration ("FHA") programs ("FHA-Insured Certificates") and FHA-insured
mortgage loans ("FHA-Insured Loans", and together with FHA-Insured Certificates
referred to herein as "Insured Mortgages"). The mortgages underlying the
FHA-Insured Certificates and FHA-Insured Loans are non-recourse first liens on
multifamily residential developments.
2. BASIS OF PRESENTATION
In the opinion of the General Partner, the accompanying unaudited financial
statements contain all adjustments of a normal recurring nature necessary to
present fairly the financial position of the Partnership as of March 31, 2002
and December 31, 2001 and the results of its operations and its cash flows for
the three months ended March 31, 2002 and 2001.
These unaudited financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
("GAAP") have been condensed or omitted. While the General Partner believes that
the disclosures presented are adequate to make the information not misleading,
these financial statements should be read in conjunction with the financial
statements and the notes to the financial statements included in the
Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.
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3. INVESTMENT IN FHA-INSURED LOANS
Listed below is the Partnership's aggregate investment in FHA-Insured Loans
as of March 31, 2002 and December 31, 2001:
March 31, December 31,
2002 2001
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Number of
Acquired Insured Mortgages 3 3
Originated Insured Mortgages 1 1
Amortized Cost $12,382,895 $12,427,801
Face Value 14,358,344 14,428,107
Fair Value 14,048,759 13,846,281
As of May 1, 2002, all of the FHA-Insured Loans are current with respect to
payment of principal and interest.
4. INVESTMENT IN FHA-INSURED CERTIFICATES
Listed below is the Partnership's aggregate investment in FHA-Insured
Certificates as of March 31, 2002 and December 31, 2001:
March 31, December 31,
2002 2001
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Number of mortgages 6 6
Amortized Cost $ 8,384,866 $ 8,415,866
Face Value 9,985,425 10,037,064
Fair Value 9,819,646 9,727,346
All of the FHA-Insured Certificates are current with respect to the payment
of principal and interest as of May 1, 2002, except for the mortgage on
Westbrook Apartments, which is delinquent with respect to the April 2002 payment
of principal and interest.
Most of the Insured Mortgages held by the Partnership were issued under the
Section 221 program of the National Housing Act of 1937, as amended (the
"Section 221 program"). Under the Section 221 program, a mortgagee has the right
to assign a mortgage ("put") to FHA at the expiration of 20 years from the date
of final endorsement if the mortgage is not in default at such time. Any
mortgagee electing to assign an FHA-insured mortgage to FHA receives, in
exchange therefor, debentures issued by the United Sates Department of Housing
and Urban Development ("HUD") having a total face value equal to the then
outstanding principal balance of the FHA-insured mortgage plus accrued interest
to the date of assignment. These HUD debentures generally mature 10 years from
the date of assignment and bear interest at a rate announced semi-annually by
HUD in the Federal Register ("going Federal rate") at such date. This assignment
procedure is applicable to an Insured Mortgage which had a firm or conditional
FHA commitment for insurance on or before November 30, 1983. The Partnership
anticipates that each eligible Insured Mortgage, for which a prepayment has not
occurred and which has not been sold, will be assigned to FHA at the expiration
of 20 years from the date of final endorsement. The Partnership, therefore, does
not anticipate holding any eligible Insured Mortgage beyond the expiration of 20
years from final endorsement of that Insured Mortgage. The Partnership has
directed the servicer of each Insured Mortgage to put these mortgages to FHA as
they become due. Once the servicer of a mortgage has filed an application for
insurance benefits under the Section 221 program, the Partnership will no longer
receive the monthly principal and interest on the applicable mortgage.
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5. DUE FROM AFFILIATE
The mortgage on Fox Run Apartments was beneficially owned 50% by the
Partnership and 50% by an affiliate of the Partnership, American Insured
Mortgage Investors - Series 85, L.P. ("AIM 85"). A debenture, with a face value
of $2,385,233, was issued to AIM 85 in December 2000 with interest payable
semi-annually on January 1 and July 1. In January 2002, the debenture was
liquidated at par value. The Partnership received approximately $1.2 million for
its share of the debenture proceeds, including interest of approximately
$42,000. A distribution of approximately $0.11 per Unit related to the receipt
of these proceeds was declared in March 2002 and paid to Unitholders in May
2002.
6. DISTRIBUTIONS TO UNITHOLDERS
The distributions paid or accrued to Unitholders on a per Unit basis for
the three months ended March 31, 2002 and 2001 are as follows:
Quarter Ended 2002 2001
------------- -------- --------
March 31 $ 0.16(1) $ 0.05
======== ========
(1) This amount includes approximately $0.11 per Unit due to the redemption of
a debenture received from the assignment of the Fox Run Apartments
mortgage. This amount was received from AIM 85. The debenture was issued to
AIM 85 since it was the record owner of the Fox Run Apartments mortgage.
The Partnership was a 50% beneficial owner.
The basis for paying distributions to Unitholders is net proceeds from
mortgage dispositions, if any, and cash flow from operations, which includes
regular interest income and principal from Insured Mortgages. Although Insured
Mortgages pay a fixed monthly mortgage payment, the cash distributions paid to
the Unitholders will vary during each quarter due to (1) the fluctuating yields
in the short-term money market where the monthly mortgage payment receipts are
temporarily invested prior to the payment of quarterly distributions, (2) the
reduction in the asset base resulting from monthly mortgage payments received or
mortgage dispositions, (3) variations in the cash flow attributable to the
delinquency or default of Insured Mortgages and (4) changes in the Partnership's
operating expenses. As the Partnership continues to liquidate its mortgage
investments and Unitholders receive distributions of return of capital and
taxable gains, Unitholders should expect a reduction in earnings and
distributions due to the decreasing mortgage base.
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7. TRANSACTIONS WITH RELATED PARTIES
The General Partner and certain affiliated entities have earned or received
compensation or payments for services from the Partnership during the three
months ended March 31, 2002 and 2001 as follows:
COMPENSATION PAID OR ACCRUED TO RELATED PARTIES
For the three months
Capacity in Which ended March 31,
Name of Recipient Served/Item 2002 2001
----------------- ---------------------------- -------- --------
CRIIMI, Inc. (1) General Partner/Distribution $ 47,786 $ 14,934
AIM Acquisition
Partners, L.P. (2) Advisor/Asset Management Fee 54,084 56,706
CRIIMI MAE Management, Inc. Affiliate of General Partner/ 10,879 10,578
Expense Reimbursement
(1) The General Partner, pursuant to the Partnership Agreement, is entitled to
receive 2.9% of the Partnership's income, loss, capital and distributions,
including, without limitation, the Partnership's adjusted cash from
operations and proceeds of mortgage prepayments, sales or insurance (as
defined in the Partnership Agreement).
(2) The Advisor, pursuant to the Partnership Agreement, is entitled to an Asset
Management Fee equal to 0.95% of Total Invested Assets (as defined in the
Partnership Agreement). CMSLP is entitled to a fee equal to 0.28% of Total
Invested Assets from the Advisor's Asset Management Fee. Of the amounts
paid to the Advisor, CMSLP earned a fee equal to $15,939 and $16,713 for
the three months ended March 31, 2002 and 2001, respectively. The general
partner and limited partner of CMSLP are wholly owned subsidiaries of
CRIIMI MAE.
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS. When used in this Quarterly Report on Form 10-Q, the
words "believes," "anticipates," "expects," "contemplates," and similar
expressions are intended to identify forward-looking statements. Statements
looking forward in time are included in this Quarterly Report on Form 10-Q
pursuant to the "safe harbor" provision of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially.
Accordingly, the following information contains or may contain forward-looking
statements: (1) information included or incorporated by reference in this
Quarterly Report on Form 10-Q, including, without limitation, statements made
under Item 2, Management's Discussion and Analysis of Financial Condition and
Results of Operations, (2) information included or incorporated by reference in
prior and future filings by the Partnership with the Securities and Exchange
Commission including, without limitation, statements with respect to growth,
projected revenues, earnings, returns and yields on its portfolio of mortgage
assets, the impact of interest rates, costs and business strategies and plans
and (3) information contained in written material, releases and oral statements
issued by or on behalf of, the Partnership, including, without limitation,
statements with respect to growth, projected revenues, earnings, returns and
yields on its portfolio of mortgage assets, the impact of interest rates, costs
and business strategies and plans. Factors which may cause actual results to
differ materially from those contained in the forward-looking statements
identified above include, but are not limited to (i) regulatory and litigation
matters, (ii) interest rates, (iii) trends in the economy, (iv) prepayment of
mortgages and (v) defaulted mortgages. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only of the date
hereof. The Partnership undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances occurring after
the date hereof or to reflect the occurrence of unanticipated events.
General
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As of March 31, 2002, the Partnership had invested in 10 Insured Mortgages,
with an aggregate amortized cost of approximately $20.8 million, face value of
approximately $24.3 million and fair value of approximately $23.9 million.
As of May 1, 2002, all of the FHA-Insured Loans and FHA-Insured
Certificates are current with respect to payment of principal and interest,
except for the mortgage on Westbrook Apartments, which is delinquent with
respect to the April 2002 payment of principal and interest.
Most of the Insured Mortgages held by the Partnership were issued under the
Section 221 program. Under the Section 221 program, a mortgagee has the right to
assign a mortgage ("put") to FHA at the expiration of 20 years from the date of
final endorsement if the mortgage is not in default at such time. Any mortgagee
electing to assign an FHA-insured mortgage to FHA receives, in exchange
therefor, debentures issued by the United Sates Department of Housing and Urban
Development ("HUD") having a total face value equal to the then outstanding
principal balance of the FHA-insured mortgage plus accrued interest to the date
of assignment. These HUD debentures generally mature 10 years from the date of
assignment and bear interest at a rate announced semi-annually by HUD in the
Federal Register ("going Federal rate") at such date. This assignment procedure
is applicable to an Insured Mortgage which had a firm or conditional FHA
commitment for insurance on or before November 30, 1983. The Partnership
anticipates that each eligible Insured Mortgage, for which a prepayment has not
occurred and which has not been sold, will be assigned to FHA at the expiration
of 20 years from the date of final endorsement. The Partnership, therefore, does
not anticipate holding any eligible Insured Mortgage beyond the expiration of 20
years from final endorsement of that Insured Mortgage. The Partnership has
directed the servicer of each Insured Mortgage to put these mortgages to FHA as
they become due. Once the servicer of a mortgage has filed an application for
insurance benefits under the Section 221 program, the Partnership will no longer
receive the monthly principal and interest on the applicable mortgage.
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Results of Operations
---------------------
Net earnings decreased by approximately $55,000 for the three months ended
March 31, 2002, as compared to the corresponding period in 2001, primarily due
to a reduction in mortgage investment income and interest and other income, as
discussed below.
Mortgage investment income decreased by approximately $32,000 for the three
months ended March 31, 2002, as compared to the corresponding period in 2001,
primarily due a reduction in the mortgage base. The mortgage base decreased due
to one mortgage disposition, in September 2001, with a principal balance of
approximately $1.2 million, representing an approximate 5% decrease in the
aggregate principal balance of the total mortgage portfolio since September
2001, as compared to March 2002.
Interest and other income decreased by approximately $23,000 for the three
months ended March 31, 2002, as compared to the corresponding period in 2001.
This decrease is primarily due to a decrease in interest earned on the debenture
due from an affiliate, as discussed below.
Asset management fee to related parties decreased by approximately $2,600,
or 5%, for the three months ended March 31, 2002, as compared to the
corresponding period in 2001, primarily due to the 5% reduction in the mortgage
base, as previously discussed.
General and administrative expenses increased by approximately $3,000 for
the three months ended March 31, 2002, as compared to the corresponding period
in 2001. This increase is primarily due to an increase in the costs associated
with partner level tax reporting as a result of the new Internal Revenue Service
electronic filing requirements for large partnerships.
Liquidity and Capital Resources
-------------------------------
The Partnership's operating cash receipts, derived from payments of
principal and interest on Insured Mortgages, plus cash receipts from interest on
short-term investments, were sufficient for the three months ended March 31,
2002 to meet operating requirements. The basis for paying distributions to
Unitholders is net proceeds from Insured Mortgage dispositions, if any, and cash
flow from operations, which includes regular interest income and principal
received from Insured Mortgages. Although Insured Mortgages pay a fixed monthly
mortgage payment, the cash distributions paid to the Unitholders will vary
during each period due to (1) the fluctuating yields in the short-term money
market where the monthly mortgage payment receipts are temporarily invested
prior to the payment of quarterly distributions, (2) the reduction in the asset
base resulting from monthly mortgage payments received or mortgage dispositions,
(3) variations in the cash flow attributable to the delinquency or default of
Insured Mortgages and (4) changes in the Partnership's operating expenses. As
the Partnership continues to liquidate its mortgage investments and Unitholders
receive distributions of return of capital and taxable gains, Unitholders should
expect a reduction in earnings and distributions due to the decreasing mortgage
base.
Net cash provided by operating activities did not change significantly for
the three months ended March 31, 2002, as compared to the corresponding period
in 2001.
Net cash provided by investing activities increased by approximately $1.2
million for the three months ended March 31, 2002, as compared to the
corresponding period in 2001, primarily due to the debenture proceeds received
from AIM 85 in January 2002. The mortgage on Fox Run Apartments was beneficially
owned 50% by the Partnership and 50% by an affiliate of the Partnership,
American Insured Mortgage Investors - Series 85, L.P. ("AIM 85"). A debenture,
with a face value of approximately $2.4 million was issued to AIM 85 in December
2000 with interest payable semi-annually on January 1 and July 1. In January
2002, the debenture was
13
liquidated at par value. The Partnership received approximately $1.2 million for
its share of the debenture proceeds, including interest of approximately
$42,000. A distribution of approximately $0.11 per Unit related to the receipt
of these proceeds was declared in March 2002 and paid to Unitholders in May
2002.
Net cash used in financing activities did not change for the three months
ended March 31, 2002, as compared to the corresponding period in 2001.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership's principal market risk is exposure to changes in interest
rates in the U.S. Treasury market. The Partnership will experience fluctuations
in the market value of its assets related to changes in the interest rates of
U.S. Treasury bonds as well as increases in the spread between U.S. Treasury
bonds and the Partnership's Insured Mortgages. As of March 31, 2002, the average
U.S. Treasury rate used to price the Partnership's Insured Mortgages had
increased by approximately 35 to 54 basis points compared to December 31, 2001.
Management has determined that there has not been a material change as of
March 31, 2002, in market risk from December 31, 2001 as reported in the
Partnership's Annual Report on Form 10-K as of December 31, 2001.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
15
PART II. OTHER INFORMATION
SIGNATURE
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.
AMERICAN INSURED
MORTGAGE INVESTORS
(Registrant)
By: CRIIMI, Inc.
General Partner
May 9, 2002 /s/ Cynthia O. Azzara
----------- ---------------------------
Date Cynthia O. Azzara
Senior Vice President,
Chief Financial Officer and
Treasurer