10-Q 1 0001.txt WORLD MONITOR TRUST-SERIES C 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 September 29, 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: 0-25789 WORLD MONITOR TRUST--SERIES C -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 13-3985042 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One New York Plaza, 13th Floor, New York, New York 10292 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 778-7866 N/A -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report Indicate by check CK 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 _CK_ No __ PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS WORLD MONITOR TRUST--SERIES C (a Delaware Business Trust) STATEMENTS OF FINANCIAL CONDITION (Unaudited)
September 29, December 31, 2000 1999 ---------------------------------------------------------------------------------------------------- ASSETS Cash $ 7,823,761 $17,735,229 Net unrealized gain on open futures contracts -- 926,878 Net unrealized gain on open forward contracts -- 21,916 Accrued interest receivable 1,283 -- ------------- ------------ Total assets $ 7,825,044 $18,684,023 ------------- ------------ ------------- ------------ LIABILITIES AND TRUST CAPITAL Liabilities Redemptions payable $ 133,729 $ 52,286 Commissions payable -- 127,800 Management fees payable -- 35,938 Incentive fees payable -- 100 ------------- ------------ Total liabilities 133,729 216,124 ------------- ------------ Commitments Trust capital Limited interests (111,338.333 and 189,911.407 interests outstanding) 7,589,072 18,227,946 General interests (1,500 and 2,500 interests outstanding) 102,243 239,953 ------------- ------------ Total trust capital 7,691,315 18,467,899 ------------- ------------ Total liabilities and trust capital $ 7,825,044 $18,684,023 ------------- ------------ ------------- ------------ Net asset value per limited and general interests ('Interests') $ 68.16 $ 95.98 ------------- ------------ ------------- ------------ ---------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements.
2 WORLD MONITOR TRUST--SERIES C (a Delaware Business Trust) STATEMENTS OF OPERATIONS (Unaudited)
For the For the For the For the period from period from period from period from January 1, January 1, July 1, June 26, 2000 to 1999 to 2000 to 1999 to September 29, 2000 September 24, 1999 September 29, 2000 September 24, 1999 --------------------------------------------------------------------------------------------------------------- REVENUES Net realized gain (loss) on commodity transactions $ (4,253,779) $ 820,059 $(12,928) $ (784,184) Change in net unrealized gain/loss on open commodity positions (948,794) 290,976 12,928 523,184 Interest income 585,510 554,089 148,431 223,020 ------------------ ------------------ ------------------ ------------------ (4,617,063) 1,665,124 148,431 (37,980) ------------------ ------------------ ------------------ ------------------ EXPENSES Commissions 497,555 889,358 -- 343,243 Management fees 128,198 230,071 -- 88,851 Incentive fees -- 143,659 -- 1,791 ------------------ ------------------ ------------------ ------------------ 625,753 1,263,088 -- 433,885 ------------------ ------------------ ------------------ ------------------ Net income (loss) $ (5,242,816) $ 402,036 $148,431 $ (471,865) ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ALLOCATION OF NET INCOME (LOSS) Limited interests $ (5,172,229) $ 399,852 $146,633 $ (463,878) ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ General interests $ (70,587) $ 2,184 $ 1,798 $ (7,987) ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL INTEREST Net income (loss) per weighted average limited and general interest $ (31.54) $ 2.80 $ 1.11 $ (2.92) ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ Weighted average number of limited and general interests outstanding 166,204 143,809 133,777 161,551 ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ---------------------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN TRUST CAPITAL (Unaudited)
LIMITED GENERAL INTERESTS INTERESTS INTERESTS TOTAL ----------------------------------------------------------------------------------------------------- Trust capital--December 31, 1999 192,411.407 $18,227,946 $239,953 $18,467,899 Contributions 9,814.185 823,882 -- 823,882 Net loss (5,172,229) (70,587 ) (5,242,816) Redemptions (89,387.259) (6,290,527) (67,123 ) (6,357,650) ----------- ----------- --------- ----------- Trust capital--September 29, 2000 112,838.333 $ 7,589,072 $102,243 $ 7,691,315 ----------- ----------- --------- ----------- ----------- ----------- --------- ----------- ----------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements.
3 WORLD MONITOR TRUST--SERIES C (a Delaware Business Trust) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 29, 2000 (Unaudited) A. General These financial statements have been prepared without audit. In the opinion of Prudential Securities Futures Management Inc. (the 'Managing Owner'), the financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of World Monitor Trust--Series C ('Series C') as of September 29, 2000 and the results of its operations for the periods from January 1, 2000 to September 29, 2000 ('Year-To-Date 2000'), January 1, 1999 to September 24, 1999 ('Year-To-Date 1999'), July 1, 2000 to September 29, 2000 ('Third Quarter 2000') and June 26, 1999 to September 24, 1999 ('Third Quarter 1999'). However, the operating results for the interim periods may not be indicative of the results expected for a full year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in Series C's annual report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1999. As of June 7, 2000, Hyman Beck & Company, Inc. ('Hyman Beck') ceased to serve as a trading advisor to Series C. The Advisory Agreement among Series C, the Managing Owner and Hyman Beck was automatically terminated when the assets allocated to Hyman Beck declined by greater than 33 1/3% from their initial allocation on June 10, 1998. At September 29, 2000, Series C's assets were not allocated to commodities trading and, as such, have not been subject to management fees or commissions since June 7, 2000. On November 13, 2000, the Managing Owner reallocated Series C's assets, which were previously traded by Hyman Beck, to Northfield Trading L.P. ('Northfield'), an independent commodities trading advisor. The monthly management fee to be paid to Northfield equals 0.0385% of Series C's allocated assets determined as of the close of business each Friday (an annual rate of 2%), the same fee previously paid to Hyman Beck. The quarterly incentive fee to be paid to Northfield equals 20% of the New High Net Trading Profits as defined in the Advisory Agreement among Series C, the Managing Owner and Northfield as compared to 23% paid to Hyman Beck. Additionally, Northfield must recoup the cumulative trading losses of Hyman Beck before it is paid an incentive fee. New Accounting Guidance In June 2000, the Financial Accounting Standards Board ('FASB') issued Statement No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities--an amendment of FASB Statement No. 133 ('SFAS 138'), which became effective for Series C on July 1, 2000. SFAS 138 amends the accounting and reporting standards of FASB Statement No. 133 for certain derivative instruments and certain hedging activities. SFAS 138 has not had a material effect on the carrying value of assets and liabilities within the financial statements. B. Related Parties The Managing Owner of Series C is a wholly owned subsidiary of Prudential Securities Incorporated ('PSI') which, in turn, is a wholly owned subsidiary of Prudential Securities Group Inc. The Managing Owner or its affiliates perform services for Series C which include but are not limited to: brokerage services; accounting and financial management; registrar, transfer and assignment functions; investor communications; printing and other administrative services. Except for costs related to brokerage services, PSI or its affiliates pay the costs of these services in addition to costs of offering Series C's Interests as well as its routine operational, administrative, legal and auditing costs. The costs charged to Series C for brokerage services for Year-To-Date 2000, Year-To-Date 1999, and Third Quarter 1999 were $497,555, $889,358 and $343,243, respectively. There were no costs charged to Series C for brokerage services for Third Quarter 2000. 4 All of the proceeds of the offering of Series C are received in the name of Series C and deposited in trading or cash accounts at PSI, Series C's commodity broker. Series C's assets are maintained either with PSI or, for margin purposes, with the various exchanges on which Series C is permitted to trade. PSI credits Series C monthly with 100% of the interest it earns on the average net assets in Series C's accounts. Series C, acting through its trading advisor, executes over-the-counter, spot, forward and/or option foreign exchange transactions with PSI. PSI then engages in back-to-back trading with an affiliate, Prudential-Bache Global Markets Inc. ('PBGM'). PBGM attempts to earn a profit on such transactions. PBGM keeps its prices on foreign currency competitive with other interbank currency trading desks. All over-the-counter currency transactions are conducted between PSI and Series C pursuant to a line of credit. PSI may require that collateral be posted against the marked-to-market positions of Series C. As of September 29, 2000, a non-U.S. affiliate of the Managing Owner owns 230.304 limited interests of Series C. Additionally, a director of the Managing Owner owns 108.189 limited interests of Series C. C. Derivative Instruments and Associated Risks Series C is exposed to various types of risks associated with the derivative instruments and related markets in which it invests. These risks include, but are not limited to, risk of loss from fluctuations in the value of derivative instruments held (market risk) and the inability of counterparties to perform under the terms of Series C's investment activities (credit risk). Market risk Trading in futures and forward (including foreign exchange transactions) contracts involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contracts, which is typically many times that of Series C's net assets being traded, significantly exceeds Series C's future cash requirements since Series C intends to close out its open positions prior to settlement. As a result, Series C is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, Series C considers the 'fair value' of its derivative instruments to be the net unrealized gain or loss on the contracts. The market risk associated with Series C's commitments to purchase commodities is limited to the gross or face amount of the contracts held. However, when Series C enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes Series C to unlimited risk. Market risk is influenced by a wide variety of factors including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effects among the derivative instruments Series C holds and the liquidity and inherent volatility of the markets in which Series C trades. Credit risk When entering into futures or forward contracts, Series C is exposed to credit risk that the counterparty to the contract will not meet its obligations. The counterparty for futures contracts traded in the United States and on most foreign futures exchanges is the clearinghouse associated with such exchanges. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of its members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. On the other hand, the sole counterparty to Series C's forward transactions is PSI, Series C's commodity broker. Series C has entered into a master netting agreement with PSI and, as a result, presents unrealized gains and losses on open forward positions as a net amount in the statements of financial condition. The amount at risk associated with counterparty non-performance of all of Series C's contracts is the net unrealized gain included in the statements of financial condition. There can be no assurance that any counterparty, clearing member or clearinghouse will meet its obligations to Series C. The Managing Owner attempts to minimize both credit and market risks by requiring Series C and its trading advisor to abide by various trading limitations and policies. The Managing Owner monitors compliance with these trading limitations and policies which include, but are not limited to, executing and clearing all trades with creditworthy counterparties (currently, PSI is the sole counterparty or broker); limiting the 5 amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. Additionally, the Advisory Agreements among Series C, the Managing Owner and each trading advisor provide that Series C shall automatically terminate a trading advisor if the net asset value allocated to that trading advisor declined by 33 1/3% from the value at the beginning of any year or since the commencement of trading activities. (See Note A for a discussion of the termination of Hyman Beck as a trading advisor to Series C.) Furthermore, the Second Amended and Restated Declaration of Trust and Trust Agreement provides that Series C will liquidate its positions, and eventually dissolve, if Series C experiences a decline in the net asset value of 50% from the value at the beginning of any year or since the commencement of trading activities. In each case, the decline in net asset value is after giving effect for distributions, contributions and redemptions. The Managing Owner may impose additional restrictions (through modifications of such trading limitations and policies) upon the trading activities of the trading advisor as it, in good faith, deems to be in the best interests of Series C. PSI, when acting as Series C's futures commission merchant in accepting orders for the purchase or sale of domestic futures contracts, is required by Commodity Futures Trading Commission ('CFTC') regulations to separately account for and segregate as belonging to Series C all assets of Series C relating to domestic futures trading and is not to commingle such assets with other assets of PSI. Part 30.7 of the CFTC regulations also requires PSI to secure assets of Series C related to foreign futures trading. There are no segregation requirements for assets related to forward trading. The following table presents the fair value of futures and forward contracts at December 31, 1999:
Assets Liabilities ---------- ----------- Futures Contracts: Domestic exchanges Interest rates $ 130,618 $ -- Stock indices 74,920 48,180 Currencies 442,034 124,200 Commodities 251,343 66,057 Foreign exchanges Interest rates 125,892 17,912 Stock indices 179,998 235,856 Commodities 359,687 145,409 Forward Contracts: Currencies 30,613 8,697 ---------- ----------- $1,595,105 $ 646,311 ---------- ----------- ---------- -----------
6 WORLD MONITOR TRUST--SERIES C (a Delaware Business Trust) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources Series C commenced operations on June 10, 1998 with gross proceeds of $5,706,177 allocated to commodities trading. Additional contributions raised through the continuous offering for the period from June 10, 1998 (commencement of operations) to September 29, 2000 resulted in additional gross proceeds to Series C of $17,700,989. Additional Interests of Series C will continue to be offered on a weekly basis at the net asset value per Interest until the subscription maximum of $33,000,000 is sold. Interests in Series C may be redeemed on a weekly basis, but are subject to a redemption fee if transacted within one year of the effective date of purchase. Redemptions of limited interests for Year-To-Date 2000 and Third Quarter 2000 were $6,290,527 and $3,234,998, respectively. Redemptions of limited interests for the period from June 10, 1998 (commencement of operations) to September 29, 2000 were $9,191,651. Redemptions of general interests for Year-To-Date 2000 and Third Quarter 2000 were $67,123 and $20,202, respectively. The first redemption of general interests took place during 2000. Additionally, Interests owned in one series may be exchanged, without any charge, for Interests of one or more other series on a weekly basis for as long as Interests in those series are being offered to the public. World Monitor Trust--Series A is no longer offered to the public as it achieved its subscription maximum during November 1999. Future contributions, redemptions and exchanges will impact the amount of funds available for investment in commodity contracts in subsequent periods. Throughout Year-To-Date 2000, a significant portion of Series C's net assets was held in cash which was used as margin for Series C's trading in commodities. Inasmuch as the sole business of Series C is to trade in commodities, Series C will continue to own such liquid assets to be used as margin. PSI credits Series C monthly with 100% of the interest it earns on the average net assets in Series C's accounts. The commodities contracts are subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, commodity exchanges limit fluctuations in certain commodity futures contract prices during a single day by regulations referred to as 'daily limits.' During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract for a particular commodity has increased or decreased by an amount equal to the daily limit, positions in the commodity can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Commodity futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent Series C from promptly liquidating its commodity futures positions. Since Series C's business is to trade futures, forward and options contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). Series C's exposure to market risk is influenced by a number of factors including the volatility of interest rates and foreign currency exchange rates, the liquidity of the markets in which the contracts are traded and the relationships among the contracts held. The inherent uncertainty of Series C's speculative trading as well as the development of drastic market occurrences could result in monthly losses considerably beyond Series C's experience to date and could ultimately lead to a loss of all or substantially all of investors' capital. The Managing Owner attempts to minimize these risks by requiring Series C and its trading advisor to abide by various trading limitations and policies, which include limiting margin amounts, trading only in liquid markets and utilizing stop loss provisions. See Note C to the financial statements for a further discussion on the credit and market risks associated with Series C's futures and forward contracts. Series C does not have, nor does it expect to have, any capital assets. Results of Operations The net asset value per Interest as of September 29, 2000 was $68.16, a decrease of 28.99% from the December 31, 1999 net asset value per Interest of $95.98 and an increase of 1.69% from the June 30, 2000 net asset value per Interest of $67.03. 7 Series C's gross trading gains/(losses) were ($5,203,000), $1,111,000 and ($261,000) during Year-To-Date 2000, Year-To-Date 1999 and Third Quarter 1999, respectively. As further discussed below, Series C's assets were not allocated to commodities trading during Third Quarter 2000 as a result of the termination of Hyman Beck. Therefore, there were no gross trading gains/(losses) for Third Quarter 2000. Due to the nature of Series C's trading activities, a period to period comparison of its trading results is not meaningful. As of June 7, 2000, Hyman Beck, ceased to serve as a trading advisor to Series C. The Advisory Agreement among Series C, the Managing Owner and Hyman Beck was automatically terminated when the assets allocated to Hyman Beck declined by greater than 33 1/3% from their initial allocation on June 10, 1998. At September 29, 2000, Series C's assets were not allocated to commodities trading and, as such, have not been subject to management fees or commissions since June 7, 2000. On November 13, 2000, the Managing Owner reallocated Series C's assets, which were previously traded by Hyman Beck, to Northfield, an independent commodities trading advisor. The monthly management fee to be paid to Northfield equal 0.0385% of Series C's allocated assets determined as of the close of business each Friday (an annual rate of 2%), the same fee previously paid to Hyman Beck. The quarterly incentive fee to be paid to Northfield equals 20% of the New High Net Trading Profits as defined in the Advisory Agreement among Series C, the Managing Owner and Northfield as compared to 23% paid to Hyman Beck. Additionally, Northfield must recoup the cumulative trading losses of Hyman Beck before it is paid an incentive fee. Series C's average net asset levels during Year-To-Date 2000 and Third Quarter 2000 have decreased from Year-To-Date 1999 and Third Quarter 1999 primarily due to redemptions during 1999 and 2000 and unfavorable trading performance during the second half of 1999 and the first half of 2000 offset, in part, by additional contributions during 1999 and Year-To-Date 2000. Interest income is earned on the average net assets held at PSI and, therefore, varies monthly according to interest rates, trading performance, contributions and redemptions. Interest income increased $31,000 during Year-To-Date 2000 as compared to Year-To-Date 1999 due to higher interest rates during 2000 offset, in part, by the overall decrease in net assets during 2000 versus 1999 as discussed above. Interest income decreased $75,000 during Third Quarter 2000 as compared to Third Quarter 1999 due to the overall decrease in net assets during 2000, particularly during Third Quarter 2000, versus 1999 as discussed above offset, in part, by higher interest rates during 2000. Commissions were calculated on Series C's net asset value at the end of each week and, therefore, vary according to weekly trading performance, contributions and redemptions. Commissions decreased $392,000 and $343,000 during Year-To-Date 2000 and Third Quarter 2000, respectively, as compared to Year-To-Date 1999 and Third Quarter 1999, due to the decrease in average net assets as well as the postponement of commissions charged to Series C by PSI on the net assets unallocated to commodities trading as discussed above. Until June 7, 2000 all trading decisions for Series C were made by Hyman Beck. Management fees were calculated on Series C's net asset value at the end of each week and, therefore, were affected by weekly trading performance, contributions and redemptions. Management fees decreased $102,000 and $89,000 during Year-To-Date 2000 and Third Quarter 2000, respectively, as compared to Year-To-Date 1999 and Third Quarter 1999, due to the decrease in average net assets as well as the termination of Hyman Beck as the trading advisor of Series C as discussed above. Incentive fees were based on the New High Net Trading Profits generated by Hyman Beck, as defined in the Advisory Agreement among Series C, the Managing Owner and Hyman Beck. Incentive fees were $144,000 and $2,000 for Year-To-Date 1999 and Third Quarter 1999, respectively. No incentive fees were generated during Year-To-Date 2000. New Accounting Guidance In June 2000, the Financial Accounting Standards Board ('FASB') issued Statement No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities--an amendment of FASB Statement No. 133 ('SFAS 138'), which became effective for Series C on July 1, 2000. SFAS 138 amends the accounting and reporting standards of FASB Statement No. 133 for certain derivative instruments and certain hedging activities. SFAS 138 has not had a material effect on the carrying value of assets and liabilities within the financial statements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information regarding quantitative and qualitative disclosures about market risk is not required pursuant to Item 305(e) of Regulation S-K. 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings--There are no material legal proceedings pending by or against the Registrant or the Managing Owner. Item 2. Changes in Securities--None Item 3. Defaults Upon Senior Securities--None Item 4. Submission of Matters to a Vote of Security Holders--None Item 5. Other Information--Effective September 2000, Eleanor L. Thomas was elected by the Board of Directors of Prudential Securities Futures Management Inc. as President replacing Joseph A. Filicetti. Item 6. (a) Exhibits-- 3.1 and 4.1--Second Amended and Restated Declaration of Trust and Trust Agreements of World Monitor Trust dated as of March 17, 1998 (incorporated by reference to Exhibits 3.1 and 4.1 to Series C's Registration Statement on Form S-1, File No. 333-43043) 4.2--Form of Request for Redemption (incorporated by reference to Exhibit 4.2 to Series C's Registration Statement on Form S-1, File No. 333-43043) 4.3--Form of Exchange Request (incorporated by reference to Exhibit 4.3 to Series C's Registration Statement on Form S-1, File No. 333-43043) 4.4--Form of Subscription Agreement (incorporated by reference to Exhibit 4.4 to Series C's Registration Statement on Form S-1, File No. 333-43043) 10.7--Advisory Agreement dated November 1, 2000 among the Registrant, Prudential Securities Futures Management Inc. and Northfield Trading L.P. (filed herewith) 27.1--Financial Data Schedule (filed herewith) (b) Reports on Form 8-K--None 9 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. WORLD MONITOR TRUST--SERIES C By: Prudential Securities Futures Management Inc. A Delaware corporation, Managing Owner By: /s/ Steven Carlino Date: November 13, 2000 ---------------------------------------- Steven Carlino Vice President and Treasurer 10