Securities Exchange Act of 1934 -- Form 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
October 31, 2001
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CBL & ASSOCIATES PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12494 62-1545718
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421
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(Address of principal executive offices)
Registrant's telephone number, including area code:
(423) 855-0001
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-1-
CBL & ASSOCIATES PROPERTIES, INC.
Conference Call Outline
Third Quarter 2001
October 31, 2001
11:00 a.m.
Good morning. We appreciate your participation in today's call to discuss our
results for the third quarter of 2001. With me today is Stephen Lebovitz, our
President and Kelly Sargent, our Director of Investor Relations, who will first
read our Safe Harbor disclosure.
This conference call contains "forward-looking" statements within the meaning of
the federal securities laws. Such statements are inherently subject to risks and
uncertainties, many of which cannot be predicted with accuracy and some of which
might not even be anticipated. Future events and actual results, financial and
otherwise, may differ materially from the events and results discussed in the
forward-looking statements. During our discussion today, references made to per
share is based upon a fully diluted converted share. We direct you to the
Company's various filings with the Securities and Exchange Commission, including
without limitation the Company's Annual Report on Form 10-K and the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" incorporated by reference therein, for a discussion of such risks
and uncertainties.
I would like to note that a transcript of today's comments including the balance
sheet and comprehensive debt schedule, will be filed as a form 8-K later today,
and will be available upon request. This call is also available for replay on
the Internet through a link on our website at cblproperties.com. This conference
call is the property of CBL & Associates Properties, Inc. Any redistribution,
retransmission or rebroadcast of this call without the express written consent
of CBL is strictly prohibited.
Thank you, Kelly.
The slowing economy has presented many challenges this year. During 2001 we have
had a record number of bankruptcies and tenant fallouts, which when combined
with declining retail sales have resulted in slower NOI growth. Notwithstanding
these challenges we still achieved double-digit FFO growth in the third quarter.
CBL's senior management team has been through many difficult economic cycles and
we are prepared to deal with these challenges and take advantage of
opportunities that arise.
Some of the highlights of our third quarter included:
1. The successful grand opening of The Lakes Mall, our 600,000 square foot
three department store mall in Muskegon, Michigan.
2. We completed phase one of the redevelopment of the Parkway Place Mall
in Huntsville, Alabama, which includes the new 167,000 square-foot
Parisian department store.
3. The completion of phase two of the Springdale Mall in Mobile, Alabama,
which included the opening of Best Buy.
4. We refinanced three mall loans resulting in significant interest
savings.
5. Occupancy levels in our portfolio increased in the third quarter over
second in spite of tenant bankruptcies and fallouts.
2
Income Statement Review
-----------------------
The 10.2% increase in FFO per share for the third quarter of 2001 resulted from
external growth. The opening of 2.3 million square feet in new developments over
the last eighteen months accounted for 12.0% of this quarter's FFO increase; and
the acquisition of 21 new malls and two associated centers in January, as well
as the additional 50% interest acquired in Madison Square Mall in Huntsville, AL
accounted for 88% of the quarter's increase in FFO.
Other financial highlights included:
1. Income from operations increased 44% to $26.8 million in the third
quarter from $18.6 million in the same period a year ago.
2. Bankruptcies, tenant fallouts and retenanting limited same-center NOI
growth for the combined portfolio to 0.6% in the quarter over the
prior-year period.
3. Store closings primarily resulting from bankruptcies adversely impacted
the third quarter cost recoveries. The ratio was 96% for the quarter
compared with 103% for the same period one year ago. For the nine
months, the cost recovery ratio was 98% compared with 99.8% a year ago.
The year to date cost recovery of 98% is more indicative of a run rate
going forward.
Our FFO calculation excludes outparcel sales. Including outparcel sales in the
third quarter, FFO would have increased by an additional $0.02 per share to
$0.99 from the $0.97 reported. Before consideration of outparcel sales, our
dividend payout ratio for the quarter was 54.9%. Including outparcel sales, the
payout ratio was 53.8%. Also not included in the Company's FFO calculation are
gains on the sale of depreciable assets, which were $205,000 during the third
quarter.
Capital Structure
-----------------
Though the full details of our capital structure are listed in our earnings
release, I will highlight a couple of areas.
On September 6, 2001, we refinanced loans on three of our newly acquired malls:
Fashion Square, Jefferson and Northwoods. These loans generated $121 million in
proceeds and an additional $35 million available for future funding. Proceeds
from refinancings were used to retire fixed rate debt in the approximate amount
of $115 million and to cover prepayment fees and closing costs of $6 million.
The weighted average interest rate for the retired loans was 9.63%, and they
were replaced with variable rate loans at an average spread of 150 basis points
over LIBOR.
Since acquiring the mall portfolio in January we have raised $397 million in
financing proceeds at a weighted average interest rate of 5.3%. These proceeds
were used in part to retire $335 million of existing debt and to pay down $62
million of the $106 million loan used for the acquisition of the 21 new malls.
All of these refinancings will result in significant interest savings.
A good indication of the strength of our balance sheet is the fact that,
excluding normal principal amortization, we have only $197.1 million of
long-term debt maturities through 2003. Consistent with our philosophy we have
spread our maturities out so as to reduce our exposure in any one year.
3
We have intentionally increased our floating rate exposure, due to the very
favorable interest rate environment. At the end of the third quarter 21% of our
total debt was unhedged floating rate debt. At the same time we are focused on
placing long-term fixed rate non-recourse loans on stabilized malls and we will
cap or swap the variable rate debt on those malls that are being retenanted and
renovated. We will not lose sight of the fact that taking interest rate risk is
not our business and we will do what is necessary to manage interest rate
exposure while benefiting from the favorable rate environment today.
Capital Expenditures
--------------------
During the third quarter, we spent $6.4 million on revenue generating capital
expenditures, $4.7 million on revenue neutral expenditures and $16.9 million on
revenue enhancing capital expenditures. The revenue neutral and revenue
enhancing capital expenditures are primarily remodeling and renovation costs
with the majority being recovered from tenants. For the full year, we expect to
spend $23 million on revenue generating, $15 million on revenue neutral and $24
million on revenue enhancing capital expenditures.
Our proactive strategy of renovating and updating our properties continues. The
mall renovation is complete at Meridian Mall in Lansing, MI where Schuler's
Books will open in November and where Gaylan's has broken ground for a fall 2002
opening. We remain on schedule with the original capital improvement plans for
the recently acquired malls and will complete the renovations of Cary Towne
Center in Cary, NC and Fashion Square in Saginaw, MI by Thanksgiving. In our
core portfolio, Burnsville Center in Burnsville, MN is also undergoing a
renovation, which will also be completed by Thanksgiving. These renovations are
representative of our commitment to investing in our properties, which has
proven over the years to enhance shareholder value. At this time we are planning
to renovate seven malls next year, four of which are from the recently acquired
portfolio.
Improved Operations - Internal Growth
-------------------------------------
During the third quarter, community centers again reported the highest occupancy
at 96.7%. Occupancy in the total mall portfolio was 92.2% at the end of the
third quarter. Leasing activity in the acquired portfolio resulted in a 200
basis point increase over the second quarter to 88.5%. In our core portfolio,
occupancy was 93.3% compared to 94.5% one year ago, reflecting the tenant
fallout during this year. In the core portfolio, associated center occupancy
decreased to 90.8%, the result of one anchor tenant vacancy due to bankruptcy.
We have already signed a lease for this space with a replacement tenant, which
will begin paying rent November 1.
Bankruptcies, tenant fallout and leasing downtime have slowed our same-center
NOI growth. The same-center NOI growth for the total portfolio was 0.6% for the
quarter. The core portfolio same-center NOI growth was down 1.7%, while the
acquired properties same center NOI increased 4.7% based upon information
provided by the previous owner. Based upon this quarter's results, we expect
same center NOI growth for the year to be around 1%.
Security and Insurance
----------------------
Since the attacks in September we have received many questions regarding our
property insurance coverage. We have in place today coverage that includes acts
of terrorism. Our policies are up for renewal December 31, and our providers
have stated that we should know in early December what the new effective rates
will be.
4
Security has always been a focus at our properties, but since the September
tragedies we have taken several steps to provide further assurance to our
customers and retailers including heightened visibility and attention to the new
security concerns. In addition, we have strengthened our relationships with the
local authorities, as well as reviewed and updated all emergency procedures at
each of our malls.
And now I will call on Stephen to discuss leasing, retail sales, developments
and acquisitions.
Leasing
-------
Thank you, John. Good morning. In the third quarter we leased a total of 436,000
square feet. Average renewal rents for the quarter increased 15.3% over the
prior rent and percentage rent in the new malls, 8.2% in the core malls and 6%
in the community centers. In our associated centers we replaced one 12,800
square-foot tenant at a reduced rental rate that resulted in a 3.7% decline for
that category.
Presently we have leased 92% of our pushcarts for the holiday season, or 680 of
739 carts, and are continuing to sign leases. While the slowing economy has
affected our business, we have been aggressively leasing for the holiday season
as well as backfilling vacant spaces for 2002. Some retailers have reacted to
the current economic conditions by slowing their expansion plans. However, in
our entire portfolio, we have only lost two committed deals, one of which
involved an expansion of an existing tenant. Furthermore, we are continuing to
see leasing activity for 2002. The continued strength in renewal leasing is an
important component of our growth and is indicative of the long-term stability
of the mall sector.
Subsequent to the end of the quarter, Regal Cinemas filed their long anticipated
bankruptcy petition. We have six Regal Cinemas in our portfolio and expect only
the lease for the theater in Knoxville, TN to be rejected. The total annual rent
for this location is $350,000.
The only other notable bankruptcy during the third quarter was Ames. We have
only one Ames in our portfolio, located at Sutton Plaza in Mt. Olive, NJ. We are
currently under contract to sell this center and expect it to close shortly.
Retail Sales & Outlook
----------------------
Retail sales this quarter were greatly impacted by the terrorist attacks. On
September 11, we closed all of our regional malls, and upon reopening the
following day we experienced a considerable decline in traffic and sales and
during the two weeks following. Since the end of September traffic has resumed
to more normalized levels, but sales are lagging. Sales in July and August were
slightly up, but with September results sales for the quarter were down 2.6% and
for the first nine months down 1.1% on a comparable per square foot basis over
the prior-year period. Total mall sales volume increased marginally (+0.08%).
In the third quarter, occupancy cost as a percentage of sales for the combined
portfolio was 12.8%. Occupancy cost in our core portfolio was 13.7% for the
first nine months compared to 13.8% for the year ago period. Occupancy cost as a
percentage of sales is generally higher in the first three quarters of the year
as compared to the fourth quarter as a result of seasonality.
While we cannot predict what the Christmas holiday season will bring, our
marketing efforts are focused on maximizing customer traffic and sales. During
the third quarter, our sales results across the portfolio were mixed. Over the
last two quarters the Midwestern markets have produced stronger sales results
while the Southeastern markets have lagged. As evidence of sales trending lower,
5
percentage rents through the end of the third quarter have decreased 11% over
the first nine months of last year. We expect that this trend will continue
through the rest of the year. However on an annual basis, percentage rents last
year contributed 2.5% of revenues. Also, the majority of our percentage rents
sales are reported in the first quarter of the year.
Developments
------------
During the quarter we celebrated the successful grand opening of The Lakes Mall
in Muskegon, MI. The mall opened on August 15 and is currently 89% leased and
committed. The yield at opening was 9.5% and is expected to grow to 11.5% upon
stabilization. During the opening we experienced tremendous traffic with several
inline stores and a department store breaking previously set grand opening sales
records. We are very proud of this great opening and look forward to the mall's
future success.
We currently have almost one million square feet under construction, which
includes Parkway Place in Huntsville, AL, a joint venture with Colonial
Properties; Chesterfield Crossing expansion in Richmond, VA; Meridian Mall
expansion in Lansing, MI; and the Coastal Way expansion in Spring Hill, FL. In
addition, our new corporate headquarters in Chattanooga is under construction
and will be completed in January 2002. These projects represent a total
investment of approximately $92.7 million, of which $61.6 million has been
invested through September 30, 2001. Construction loans are closed and/or
committed for these projects. Initial unleveraged yields on these projects are
expected to range from 9% to 11% after management and development fees.
Excluding these fees, the yields would increase by approximately 140 basis
points.
Our mall development pipeline includes the Mall of South Carolina in Myrtle
Beach, which is a joint venture with the landowner, Burroughs & Chapin. Last
month, the Supreme Court of South Carolina ruled in our favor allowing us to
proceed with government financing for offsite improvements. We are now working
to commence construction in early 2002 and to open the 1.3 million square-foot
regional mall in the fall of 2003. In addition, we are continuing to pursue
other new developments, both regional malls and community centers. We are also
working on expansion and redevelopments at several of the newly acquired malls.
Acquisitions/Dispositions
-------------------------
During the quarter we sold one community center, Park Village in Lakeland, FL,
for a gain of $205,000. We continue to pursue additional dispositions of
selected community centers in "one-off' transactions and will report those as
they occur.
Although there was no acquisition activity to report during the quarter, we
continue to review acquisition candidates that fit with our strategy, and we
will continue to be opportunistic in this area. Our creativity and capital
structure affords us the ability to make acquisitions that are accretive both in
the short term and long term.
Outlook
Thank you Stephen.
Our outlook and focus is:
|X| That our middle market focus should benefit CBL in the current economy
as people seek to shop closer to home in an atmosphere where they feel
secure, familiar and comfortable.
6
|X| Our objectives will be to capitalize on the lower interest rate
environment while at the same time managing our interest rate exposure
and pursuing our strategy of using long-term fixed rate non-recourse
project specific debt.
|X| Continue redevelopments, expansions and other opportunities that will
create additional value in our existing portfolio of 159 shopping
centers.
|X| Development will continue to be an integral part of our growth. We
consider development to include redevelopments, expansions and
renovations as part of our strategy. Our 30 years of development
experience will continue to benefit our shareholders.
|X| The economy as well as retailing is cyclical; we have and will continue
to identify and implement new strategies to grow our company and
shareholder value.
That concludes our conference call. We will be glad to answer questions.
7
Renewal Leasing Year to Date - September 30, 2001
Prior PSF
Rent & Percentage New PSF New PSF % Change %Change
Rent Rent-Initial Rent-Avg. Initial Average
Core Malls $22.44 $24.26 $24.97 8.1 11.3
Acquired Malls $25.02 $26.63 $27.29 6.4 9.0
Associated Centers $13.99 12.90 13.49 (7.8) (3.7)
Community Centers $10.71 11.37 11.49 6.2 7.2
Total Leasing Compared to Tenants Vacating Year To Date - September 30, 2001
Sq. Ft. Sq. Ft.
Leased Avg. Rate Vacated Avg. Rate
------ --------- ------- ---------
Combined Malls 1,010,000 $27.05 485,000 $22.50
Associated Centers 61,000 13.08 29,000 13.01
Community Centers 263,000 11.74 64,000 10.09
8
CBL & ASSOCIATES PROPERTIES, INC.
MORTGAGE LOANS OUTSTANDING & INTEREST RATE AS OF 09/30/2001
(In Thousands)
MORTGAGE INTEREST ANNUAL
CENTER NOTE PAYABLE RATE TEREST
CONVENTIONAL FIXED RATE
CONSOLIDATED:
34TH ST CROSSING $1,376 10.625% $146
ASHEVILLE MALL 71,250 6.980% 4,973
BJ'S PLAZA 2,993 10.400% 311
BONITA CROSSING 8,939 6.820% 610
BONITA LAKES MALL 28,529 6.820% 1,946
BRIARCLIFF SQUARE 1,507 10.375% 156
BROOKFIELD SQUARE 75,552 7.498% 5,665
BURNSVILLE CENTER 73,440 8.000% 5,875
CARY TOWNE CENTER 62,159 8.640% 5,371
CEDAR BLUFF CROSSING 1,044 10.625% 111
CHERRYVALE MALL 48,365 7.375% 3,567
CITADEL MALL 33,449 7.390% 2,472
COLLEGE SQUARE 14,165 6.750% 956
COLLETON SQUARE 864 9.375% 81
COLLINS PARK COMMONS 690 10.250% 71
COOLSPRINGS GALLERIA 63,673 8.290% 5,278
CORTLAND TOWNE CENTER 51,216 6.900% 3,534
COSBY STATION 3,842 8.500% 327
Courtyard At Hickory Hollow 4,320 6.770% 292
EASTGATE MALL 42,083 7.500% 3,156
FAYETTE MALL 97,839 7.000% 6,849
GREENPORT TOWNE CENTER 4,046 9.000% 364
HAMILTON CORNER 2,938 10.125% 297
HAMILTON PLACE 69,143 7.000% 4,840
HANES MALL 116,841 7.310% 8,541
HENDERSON SQUARE 6,100 7.500% 458
Hickory Hollow Mall 92,792 6.770% 6,282
JANESVILLE MALL 15,566 8.375% 1,304
LONGVIEW CROSSING 386 10.250% 40
MADISON PLAZA 1,222 10.125% 124
MADISON SQUARE 47,231 10.125% 4,782
NORTH HAVEN CROSSING 6,341 9.550% 606
NORTHWOODS PLAZA 1,135 9.750% 111
OAK HOLLOW MALL 48,754 7.310% 3,564
OLD HICKORY MALL 21,854 8.250% 1,803
PARK PLACE 669 10.000% 67
PERIMETER PLACE 1,276 10.625% 136
Rivergate Mall 74,994 6.770% 5,077
SEACOAST SHOPPING CENTER 5,305 9.750% 517
SHENANDOAH CROSSING 485 10.250% 50
SPRINGHURST TOWNE CENTER 22,010 6.650% 1,464
ST CLAIR SQUARE 72,084 7.000% 5,046
STROUD MALL 32,346 8.420% 2,724
SUBURBAN PLAZA 8,394 7.875% 661
THE TERRACE 9,920 7.300% 724
9
TURTLE CREEK MALL 32,458 7.400% 2,402
UVALDE PLAZA 612 10.625% 65
VALLEY COMMONS 838 10.250% 86
Village at Rivergate 3,542 6.770% 240
WALNUT SQUARE 389 9.000% 35
WALNUT SQUARE 675 10.125% 68
WAUSAU CENTER 14,299 6.700% 958
WESTGATE CROSSING 9,828 8.4200% 828
WESTGATE MALL 45,517 6.950% 3,163
WILLOW SPRINGS PLAZA 4,188 9.750% 408
YORK GALLERIA 51,748 8.340% 4,316
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$1,513,221 $113,895
UNCONSOLIDATED:
GOVERNORS SQUARE 16,175 8.230% 1,331
PLAZA DEL SOL 2,419 9.150% 221
East Towne Mall 14,046 8.010% 1,125
West Towne Mall 21,716 8.010% 1,739
Kentucky Oaks Mall 16,239 9.000% 1,462
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$70,595 $5,879
MINORITY INVESTOR INTEREST:
HAMILTON CORNER (294) 10.250% (30)
HAMILTON PLACE (6,914) 10.125% (700)
THE TERRACE (794) 7.300% (58)
OAK HOLLOW MALL (12,188) 10.625% (1,295)
PARK PLACE (33) 10.000% (3)
ERMC (32) 9.500% (3)
UVALDE PLAZA (153) 10.250% (16)
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($20,408) ($2,105)
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TOTAL CONVENTIONAL FIXED RATE $1,563,408 $117,669
Weighted Average Interest Rate 7.526%
CONVENTIONAL FLOATING RATE
PARKWAY PLACE 50% 11,307 4.9624% 561
Columbia Mall 18,909 4.5600% 862
ERMC 127 6.0000% 8
ARBOR PLACE 99,300 4.1800% 4,151
COASTAL WAY SPRING HILL FL 8,890 4.8338% 430
CHESTERFIELD CROSSING 7,093 3.8800% 275
10
FASHION SQUARE 39,000 5.0700% 1,977
GUNBARRELL POINTE 12,570 4.9400% 621
JEFFERSON MALL 40,000 5.0200% 2,008
MERIDIAN MALL 80,000 6.4590% 5,167
MIDLAND MALL 35,000 4.5600% 1,596
NORTHWOODS MALL 42,000 5.0700% 2,129
PARKDALE MALL 45,000 3.9800% 1,791
SPRINGDALE MALL 21,470 4.6513% 999
SUTTON PLAZA 12,039 4.0400% 486
THE LANDING AT ARBOR PLACE 11,162 4.7500% 530
THE LAKES MALL 25,303 4.3100% 1,091
CITADEL MALL 8,500 5.5700% 473
WILLOWBROOK PLAZA 33,298 5.5013% 1,832
CREEKWOOD CROSSING 10,000 6.8340% 683
CREEKWOOD CROSSING 8,638 4.1700% 360
CREDIT LINE 130,000 6.3340% 8,234
CREDIT LINE 133,176 4.6720% 6,222
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TOTAL CONVENTIONAL FLOATING RATE $832,782 $42,487
Weighted Average Interest Rate 5.102%
CONSTRUCTION LOANS
CBL Center - Chattanooga, TN 10,406 5.1313% 534
MERIDIAN MALL EXPANSION 20,916 4.6193% 966
---------- --------
TOTAL CONSTRUCTION LOANS 31,322 1,500
Weighted Average Interest Rate 4.789%
TOTAL VARIABLE DEBT $864,104 $43,987
Weighted Average Interest Rate 5.091%
TOTAL CONSOLIDATED & UNCONSOLIDATED $2,427,512 $161,656
Weighted Average Interest Rate 6.659%
TOTAL BALANCE SHEET DEBT $2,347,109 $156,459
Weighted Average Interest Rate 6.666%
TOTAL FIXED RATE UNCONSOLIDATED DEBT $70,595 $5,879
Weighted Average Interest Rate 8.327%
TOTAL VARABLE RATE UNCONSOLIDATED DEBT $30,216 $1,423
Weighted Average Interest Rate 4.711%
11
CBL & Associates Properties, Inc.
Consolidated Balance Sheets
(Preliminary subject to change )
(Unaudited, in thousands)
Year Ended December 31,
2001 2000
ASSETS
REAL ESTATE ASSETS:
Land $ 525,293 $ 290,366
Buildings and improvements 2,940,245 1,919,619
---------- ----------
3,465,538 2,209,985
Less: Accumulated depreciation (327,805) (271,046)
---------- ----------
3,137,733 1,938,939
Developments in progress 88,646 101,675
---------- ----------
Net investment in real estate 3,226,379 2,040,614
CASH AND CASH EQUIVALENTS 13,549 5,184
CASH IN ESCROW 2,188 -
RECEIVABLES:
Tenant, net of allowance for doubtful accounts of $2,854 in 2001
and $1,854 in 2000 40,515 29,641
Other 4,234 3,472
MORTGAGE NOTES RECEIVABLE 10,773 8,756
INVESTMENT IN UNCONSOLIDATED AFFILIATES 68,694 -
OTHER ASSETS 35,746 27,898
$ 3,402,078 $ 2,115,565
============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
MORTGAGE AND OTHER NOTES PAYABLE 2,347,106 1,424,337
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 82,148 78,228
---------- ----------
Total liabilities 2,429,254 1,502,565
COMMITMENTS AND CONTINGENCIES
DISTRIBUTION AND LOSSES IN EXCESS OF INVESTMENT IN UNCONSOLIDATED
AFFILIATES - 3,510
MINORITY INTERESTS 444,217 174,665
SHAREHOLDERS' EQUITY:
Preferred Stock, $.01 per value, 5,000,000 shares authorized,
2,875,000 shares issued and outstanding in 2001 and 2000 29 29
Common Stock, $.01 per value, 95,000,000 shares authorized,
25,564,662 and 25,067,287 shares issued and outstanding in 2001 256 251
and 2000, respectively
Additional paid-in capital 554,923 462,480
Other comprehensive loss (7,160) -
Accumulated deficit (19,441) (27,935)
---------- ----------
Total Shareholders' equity 528,607 434,825
---------- ----------
$ 3,402,078 $ 2,115,565
============ =============
12
SIGNATURE
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.
CBL & ASSOCIATES PROPERTIES, INC.
/c/ John N. Foy
------------------------------------
John N. Foy
Vice Chairman,
Chief Financial Officer and
Treasurer
(Authorized Officer of the
Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: October 31, 2001