UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(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, 2002
[ ] 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 0-14569
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
Maryland 04-2848939
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
June 30, 2002
June 30, December 31,
2002 2001
(unaudited) (Note)
Assets
Cash and cash equivalents $ 1,424 $ 2,277
Receivables and deposits 2,839 2,118
Restricted escrows 2,622 2,332
Other assets 480 1,256
Investment property:
Land 5,833 5,833
Buildings and related personal property 118,988 119,300
124,821 125,133
Less accumulated depreciation (68,965) (65,806)
55,856 59,327
$ 63,221 $ 67,310
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 1,208 $ 2,222
Due to affiliates -- 99
Tenant security deposit liabilities 813 775
Other liabilities 990 1,096
Advances from affiliate -- 1,853
Mortgage note payable 50,802 51,788
53,813 57,833
Minority interest 5,661 5,470
Partners' (Deficit) Capital
General partners (2,673) (2,660)
Limited partners (649 units issued and
outstanding) 6,420 6,667
3,747 4,007
$ 63,221 $ 67,310
Note: The balance sheet at December 31, 2001, has been derived from the audited
financial statements at that date but does not include all the information
and footnotes required by generally accepted accounting principles in the
United States for complete financial statements. Certain amounts have been
reclassified to conform to the presentation of the June 30, 2002 balance
sheet.
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
2002 2001 2002 2001
Revenues:
Rental income $ 7,562 $ 7,317 $15,014 $14,536
Other income 294 337 615 666
Casualty gain 466 -- 466 --
Total revenues 8,322 7,654 16,095 15,202
Expenses:
Operating 3,567 3,009 6,640 5,915
General and administrative 178 180 362 347
Depreciation 1,573 1,585 3,331 3,147
Interest 1,200 1,317 2,486 2,653
Property taxes 469 466 930 916
Total expenses 6,987 6,557 13,749 12,978
Income before minority interest 1,335 1,097 2,346 2,224
Minority interest in net income
of operating partnerships (243) (300) (489) (600)
Net income $ 1,092 $ 797 $ 1,857 $ 1,624
Net income allocated to general
partners (5%) $ 55 $ 40 $ 93 $ 81
Net income allocated to limited
partners (95%) 1,037 757 1,764 1,543
$ 1,092 $ 797 $ 1,857 $ 1,624
Net income per limited partnership
unit $ 1,598 $ 1,167 $ 2,718 $ 2,378
Distributions per limited partnership
unit $ 3,099 $ -- $ 3,099 $ --
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partners Partners Total
Original capital contributions 649 $ -- $40,563 $40,563
Partners' (deficit) capital at
December 31, 2000 649 $(2,779) $ 4,399 $ 1,620
Net income for the six months
ended June 30, 2001 -- 81 1,543 1,624
Partners' (deficit) capital at
June 30, 2001 649 $(2,698) $ 5,942 $ 3,244
Partners' (deficit) capital at
December 31, 2001 649 $(2,660) $ 6,667 $ 4,007
Distributions for the six months
ended June 30, 2002 -- (106) (2,011) (2,117)
Net income for the six months
ended June 30, 2002 -- 93 1,764 1,857
Partners' (deficit) capital at
June 30, 2002 649 $(2,673) $ 6,420 $ 3,747
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
2002 2001
Cash flows from operating activities:
Net income $ 1,857 $ 1,624
Adjustments to reconcile net income to net cash provided
by operating activities:
Minority interest in net income of operating
partnerships 489 600
Depreciation 3,331 3,147
Casualty gain (466) --
Amortization of loan costs 68 68
Bad debt expense, net 100 155
Change in accounts:
Receivables and deposits (821) (1,214)
Other assets 708 821
Accounts payable (384) 13
Tenant security deposit liabilities 38 99
Other liabilities 51 404
Due to affiliates (99) (168)
Net cash provided by operating activities 4,872 5,549
Cash flows from investing activities:
Insurance proceeds received 445 --
Property improvements and replacements (2,871) (5,242)
Net deposits to restricted escrows (290) (211)
Refund of construction service fees from affiliate 2,245 --
Net cash used in investing activities (471) (5,453)
Cash flows from financing activities:
Payments on mortgage note payable (986) (919)
Payments on advances from affiliate (1,853) (1,172)
Advance from affiliate -- 686
Distributions (2,117) --
Distributions to minority partner (298) --
Net cash used in financing activities (5,254) (1,405)
Net decrease in cash and cash equivalents (853) (1,309)
Cash and cash equivalents at beginning of period 2,277 2,447
Cash and cash equivalents at end of period $ 1,424 $ 1,138
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,427 $ 2,606
At December 31, 2001 and 2000 approximately $673,000 and $908,000, respectively,
of property improvements and replacements were included in accounts payable
which are included in property improvements and replacements during the six
months ended June 30, 2002 and 2001, respectively.
See Accompanying Notes to Consolidated Financial Statements
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements of Springhill Lake
Investors Limited Partnership (the "Partnership" or "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. 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 Three Winthrop Properties, Inc. (the
"Managing General Partner" or "Three Winthrop"), all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six month periods ended June
30, 2002, are not necessarily indicative of the results that may be expected for
the year ending December 31, 2002. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.
The Managing General Partner is ultimately controlled by Apartment Investment
and Management Company ("AIMCO"), a publicly traded real estate investment
trust.
Certain reclassifications have been made to the 2001 information to conform to
the 2002 presentation.
Note B - Transactions with Affiliated Parties
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
Partnership activities. The Limited Partnership Agreement provides for (i)
certain payments to affiliates for services, (ii) reimbursements of certain
expenses incurred by affiliates on behalf of the Partnership, (iii) an annual
asset management fee of $100,000 and (iv) an annual administration fee of
$10,000.
Affiliates of the Managing General Partner are entitled to receive 3% of tenant
rent collections and 5% of store commercial income from the Registrant's
property for providing property management services. The Registrant paid to such
affiliates approximately $449,000 and $457,000 for the six months ended June 30,
2002 and 2001, respectively, which is included in operating expenses.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $267,000 and
$261,000 for the six months ended June 30, 2002 and 2001, respectively, which
are included in general and administrative expenses.
During 2001, the Partnership was charged, by affiliates of the Managing General
Partner, approximately $2,245,000 for fees related to construction management
services for work performed during 1999, 2000 and 2001. These fees had been
capitalized and included in investment property. During the second quarter of
2002, it was determined by the Managing General Partner that these fees should
not have been charged and the Partnership was refunded the full amount.
Accordingly, such previously capitalized fees are no longer included in
investment property at June 30, 2002.
In accordance with the Partnership Agreement, the Managing General Partner
earned approximately $50,000 in asset management fees and approximately $5,000
in administrative fees for both the six months ended June 30, 2002 and 2001.
These fees are included in operating expenses.
At December 31, 2001, the Partnership owed advances of approximately $1,864,000
to an affiliate of the Managing General Partner including accrued interest
thereon of approximately $11,000 which was included in due to affiliates at
December 31, 2001. These advances bear interest at the prime rate plus 2%, and
the Partnership recognized approximately $30,000 and $117,000 in interest
expense during the six months ended June 30, 2002 and 2001, respectively. During
the six months ended June 30, 2002, the Partnership received no additional
advances from the Managing General Partner and made principal payments of
approximately $1,864,000. All advances including accrued interest owed to an
affiliate of the Managing General Partner have been repaid at June 30, 2002.
Beginning in 2001, the Partnership began insuring its property up to certain
limits through coverage provided by AIMCO which is generally self-insured for a
portion of losses and liabilities related to workers compensation, property
casualty and vehicle liability. The Partnership insures its property above the
AIMCO limits through insurance policies obtained by AIMCO from insurers
unaffiliated with the Managing General Partner. During the six months ended June
30, 2002 and 2001, the Partnership was charged by AIMCO and its affiliates
approximately $225,000 and $393,000, respectively, for insurance coverage and
fees associated with policy claims administration.
Note C - Casualty Gain
During April 2001 a fire occurred at Springhill Lake Apartments which resulted
in damage to two buildings at the property. The property initially received
$145,000 of insurance proceeds during August 2001 and received the remaining
balance of $445,000 in June 2002. All work has been completed with the total
costs to restore the buildings totaling approximately $595,000. A casualty gain
was recognized during the second quarter of 2002 of approximately $466,000 as a
result of the receipt of $590,000 in total insurance proceeds less the write-off
of approximately $124,000 in undepreciated assets.
Note D - Legal Proceedings
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.
Item 2. Management's Discussion and Analysis or Plan of Operations
The matters discussed in this Form 10-Q contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-Q and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operations. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Operating Partnerships' investment property is a complex which consists of
apartment and townhouse units and an eight store shopping center. The following
table sets forth the average occupancy of the property for the six months ended
June 30, 2002 and 2001:
Average
Occupancy
2002 2001
Springhill Lake Apartments
Greenbelt, Maryland 97% 97%
Results of Operations
The Registrant's net income for the six months ended June 30, 2002 was
approximately $1,857,000 as compared to approximately $1,624,000 for the
corresponding period in 2001. The Registrant's net income for the three months
ended June 30, 2002 was approximately $1,092,000 as compared to approximately
$797,000 for the corresponding period in 2001. Income before minority interest
for the six months ended June 30, 2002 was approximately $2,346,000 as compared
to approximately $2,224,000 for the corresponding period in 2001. Income before
minority interest for the three months ended June 30, 2002 was approximately
$1,335,000 as compared to approximately $1,097,000 for the corresponding period
in 2001. The increase in income before minority interest for the three and six
months ended June 30, 2002 is primarily the result of an increase in total
revenues partially offset by an increase in total expenses. The increase in
total revenues is attributable to the casualty gain resulting from a fire at the
Registrant's investment property in April 2001 and an increase in rental income
partially offset by a decrease in other income. The increase in rental income is
primarily attributable to an increase in average rental rates at Springhill Lake
Apartments. Other income decreased slightly due to a decrease in interest
income.
During April 2001 a fire occurred at Springhill Lake Apartments which resulted
in damage to two buildings at the property. The property initially received
$145,000 of insurance proceeds during August 2001 and received the remaining
balance of $445,000 in June 2002. All work has been completed with the total
costs to restore the buildings totaling approximately $595,000. A casualty gain
was recognized during the second quarter of 2002 of approximately $466,000 as a
result of the receipt of $590,000 in total insurance proceeds less the write-off
of approximately $124,000 in undepreciated assets.
Total expenses for the six month period ended June 30, 2002 increased primarily
due to an increase in operating and depreciation expenses partially offset by a
decrease in interest expense. Operating expenses increased due to increases in
maintenance and insurance expense partially offset by decreases in utilities,
primarily natural gas and fuel costs, and advertising expenses. Maintenance
expense increased due to increases in interior painting, building improvements
and yard and ground work at the Partnership's investment property. Insurance
expense increased due to increases in hazard insurance premiums. The decrease in
advertising expense is primarily a result of stable occupancy at Springhill Lake
Apartments. Depreciation expense increased due to assets placed into service at
the property during the last 12 months being depreciated. Interest expense
decreased due to advances from an affiliate of the Managing General Partner
being paid in full during the six months ended June 30, 2002 and the scheduled
monthly payment of principal on the mortgage encumbering the property.
Total expenses for the three month period ended June 30, 2002 increased
primarily due to an increase in operating expense offset by a decrease in
interest expense as discussed above.
Included in general and administrative expenses are reimbursements to the
Managing General Partner as allowed under the Partnership Agreement associated
with its management of the Partnership. Costs associated with the quarterly and
annual communications with investors and regulatory agencies and the annual
audit required by the Partnership Agreement are also included in general and
administrative expenses.
As part of the ongoing business plan of the Registrant, the Managing General
Partner monitors the rental market environment of its investment property to
assess the feasibility of increasing rents, maintaining or increasing occupancy
levels, and protecting the Registrant from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Registrant from
the burden of inflation-related increases in expenses by increasing rents and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At June 30, 2002, the Registrant had cash and cash equivalents of approximately
$1,424,000 as compared to approximately $1,138,000 at June 30, 2001. Cash and
cash equivalents decreased approximately $853,000 for the six months ended June
30, 2002 from December 31, 2001. The decrease in cash and cash equivalents is
the result of approximately $5,254,000 and $471,000 of cash used in financing
and investing activities, respectively, which was largely offset by
approximately $4,872,000 of cash provided by operating activities. Cash used in
financing activities consisted of principal payments made on the mortgage
encumbering the Registrant's property, payments on advances from affiliate and
distributions to the partners. Cash used in investing activities consisted of
property improvements and replacements and, to a lesser extent, net deposits to
escrow accounts maintained by the mortgage lender largely offset by a refund of
construction service fees from an affiliate of the Managing General Partner and
the receipt of insurance proceeds. During 2001, the Partnership was charged, by
affiliates of the Managing General Partner, approximately $2,245,000 for fees
related to construction management services for work performed during 1999, 2000
and 2001. These fees had been capitalized and included in investment property.
During the second quarter of 2002, it was determined by the Managing General
Partner that these fees should not have been charged and the Partnership was
refunded the full amount. Accordingly, such previously capitalized fees are no
longer included in investment property at June 30, 2002. The Registrant invests
its working capital reserves in interest bearing accounts.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Registrant and to comply with Federal, state,
and local legal and regulatory requirements.
For 2002, the Partnership budgeted approximately $1,233,000 for capital
improvements at Springhill Lake Apartments consisting primarily of floor
covering and appliance replacements and structural improvements. During the six
months ended June 30, 2002, the property completed approximately $2,198,000 of
budgeted and unbudgeted capital expenditures, consisting primarily of structural
and building improvements, floor covering and appliance replacements, plumbing
fixtures and air conditioning upgrades. These improvements were funded from
operating cash flow, insurance proceeds and replacement reserves. Additional
improvements may be considered and will depend on the physical condition of the
property as well as replacement reserves and anticipated cash flow generated by
the property.
The Registrant's current assets are thought to be sufficient for any near term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $50,802,000 is being amortized over 120 months
with a balloon payment of approximately $49,017,000 due May 2003. The Managing
General Partner will attempt to refinance such indebtedness and/or sell the
property prior to such maturity date. If the property cannot be refinanced or
sold for a sufficient amount, the Registrant will risk losing the property
through foreclosure.
The Partnership distributed the following amounts during the six months ended
June 30, 2002 and 2001 (in thousands, except per unit data):
Six Months Per Limited Six Months Per Limited
Ended Partnership Ended Partnership
June 30, 2002 Unit June 30, 2001 Unit
Operations $2,117 $3,099 $ -- $ --
Future cash distributions will depend on the levels of net cash generated from
operations, the availability of cash reserves, and the timing of the debt
maturity, refinancings, and/or property sales. The Registrant's cash available
for distribution is reviewed on a monthly basis. There can be no assurance that
the Registrant will generate sufficient funds from operations after required
capital improvements expenditures to permit any further distributions to its
partners during the remainder of 2002 or subsequent periods.
Other
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates owned 520.90 limited partnership units
(the "Units") in the Partnership representing 80.26% of the outstanding Units at
June 30, 2002. A number of these Units were acquired pursuant to tender offers
made by AIMCO or its affiliates or Three Winthrop's affiliates. It is possible
that AIMCO or its affiliates will acquire additional units of limited
partnership interest in the Partnership in exchange for cash or a combination of
cash and units in the operating partnership of AIMCO either through private
purchases or tender offers. Under the Partnership Agreement, unitholders holding
a majority of the Units are entitled to take action with respect to a variety of
matters. As a result of its ownership of 80.26% of the outstanding Units, AIMCO
is in a position to influence all voting decisions with respect to the
Registrant. Although the Managing General Partner owes fiduciary duties to the
limited partners of the Partnership, the Managing General Partner also owes
fiduciary duties to AIMCO as its sole Stockholder. As a result, the duties of
the Managing General Partner, as managing general partner, to the Partnership
and its limited partners may come into conflict with the duties of the Managing
General Partner to AIMCO, as its sole stockholder.
Critical Accounting Policies and Estimates
The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to make estimates and assumptions. The Partnership believes that of its
significant accounting policies, the following may involve a higher degree of
judgment and complexity.
Impairment of Long-Lived Assets
The Partnership's investment property is recorded at cost, less accumulated
depreciation, unless considered impaired. If events or circumstances indicate
that the carrying amount of the property may be impaired, the Partnership will
make an assessment of its recoverability by estimating the undiscounted future
cash flows, excluding interest charges, of the property. If the carrying amount
exceeds the aggregate future cash flows, the Partnership would recognize an
impairment loss to the extent the carrying amount exceeds the fair value of the
property.
Real property investments are subject to varying degrees of risk. Several
factors may adversely affect the economic performance and value of the
Partnership's investment property. These factors include changes in the
national, regional and local economic climate; local conditions, such as an
oversupply of multifamily properties; competition from other available
multifamily property owners and changes in market rental rates. Any adverse
changes in these factors could cause an impairment in the Partnership's assets.
Revenue Recognition
The Partnership generally leases apartment units for twelve-month terms or less.
Commercial building lease terms are generally for terms of 3 to 10 years or
month to month. Rental income attributable to leases is recognized monthly as it
is earned. The Partnership will offer rental concessions during particularly
slow months or in response to heavy competition from other similar complexes in
the area. Concessions are charged to income as incurred.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership is exposed to market risks from adverse changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the Partnership's cash and cash equivalents as well as interest paid on its
indebtedness. As a policy, the Partnership does not engage in speculative or
leveraged transactions, nor does it hold or issue financial instruments for
trading purposes. The Partnership is exposed to changes in interest rates
primarily as a result of its borrowing activities used to maintain liquidity and
fund business operations. To mitigate the impact of fluctuations in U.S.
interest rates, the Partnership maintains its debt as fixed rate in nature by
borrowing on a long-term basis. However, the advances made from its affiliate to
the Partnership bear interest at a variable rate. Based on interest rates at
June 30, 2002, a 100 basis point increase or decrease in market interest rates
would not have a material impact on the Partnership.
The following table summarizes the Partnership's debt obligations at June 30,
2002. The interest rates represent the weighted-average rates. The fair value of
the Partnership's debt is approximately $51,650,000 as of June 30, 2002.
Principal amount by expected maturity:
Long Term Debt
Fixed Rate Debt Average Interest Rate
(in thousands)
2002 $ 1,055 9.30%
2003 49,747 9.30%
Total $50,802
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 3.4, Amended and Restated Limited Partnership
Agreement and Certificate of Amendment of Springhill Lake
Investors Limited Partnership (incorporated herein by
reference to the Registrant's Registration Statement on Form
10, dated April 30, 1986).
Exhibit 3.4(a), Amendment to Amended and Restated Limited
Partnership Agreement and Certificate of Amendment of
Springhill Lake Investors Limited Partnership (incorporated
herein by reference to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993).
Exhibit 99, Certification of Chief Executive Officer and
Chief Financial Officer.
b) Reports on Form 8-K:
None filed for the quarter ended June 30, 2002.
SIGNATURES
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.
SPRINGHILL LAKE INVESTORS LIMITED
PARTNERSHIP
By: THREE WINTHROP PROPERTIES, INC.
Managing General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Vice President - Residential
By: /s/Thomas C. Novosel
Thomas C. Novosel
Senior Vice President
and Chief Accounting Officer
Date: August 14, 2002
Exhibit 99
Certification of CEO and CFO
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Springhill Lake
Investors Ltd. Partnership (the "Partnership"), for the quarterly period ended
June 30, 2002 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), Patrick J. Foye, as the equivalent of the Chief Executive
Officer of the Partnership, and Paul J. McAuliffe, as the equivalent of the
Chief Financial Officer of the Partnership, each hereby certifies, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Partnership.
/s/ Patrick J. Foye
Name: Patrick J. Foye
Date: August 14, 2002
/s/ Paul J. McAuliffe
Name: Paul J. McAuliffe
Date: August 14, 2002
This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.