Item 1. Business
Nashville Land Fund, Ltd. ("Registrant"), is a Tennessee limited partnership organized on March 26, 1986, pursuant to the provisions of the Tennessee Uniform Limited Partnership Act, Chapter 2, title 61, Tennessee Code Annotated, as amended. The General Partner of Registrant is 222 Partners, Inc.
Registrant's primary business is to own and hold for investment undeveloped real properties located in Goodlettsville, Sumner County and Nashville, Davidson County, Tennessee (the "Property"). Registrant's investment objectives are preservation of investment capital and appreciation of the value of the Property due to development of the immediately surrounding areas and the growth of the communities.
Financial Information about Industry Segments
The Registrant's activity, investment in land, is within one industry segment and geographical area. Therefore, financial data relating to the industry segment and geographical area is included in Item 6 - Selected Financial Data.
Narrative Description of Business
The Registrant is holding for investment approximately 23 sellable acres of land in various stages of development in Goodlettsville, Sumner County and Nashville, Davidson County, Tennessee. These properties will be referred to respectively as North Creek Business Park Property and Larchwood Property in the remainder of this report.
The North Creek Business Park Property is approximately 12 acres of land. It is cleared, graded and improved with roads and utilities. The North Creek Business Park Property is located in the incorporated City of Goodlettsville, approximately 12 miles north of downtown Nashville, and is zoned Commercial PUD. It is intended for office users.
An affiliate of the General Partner, North Creek Associates, Ltd., owns land in the immediate vicinity of North Creek Business Park. North Creek Associates, Ltd.'s land is intended primarily for retail and apartment use. The retail site, called North Creek Commons, does not directly compete with the Registrant due to their different uses.
The Larchwood Property is approximately 11 acres located in Nashville, Davidson County. It is subdivided into 4 tracts, which are cleared and graded. One of the four tracts is zoned for residential use, and all remaining acreage is zoned Commercial PUD.
Competition:
The competition surrounding the Registrant's Property has had very little change in the recent years. The competitive sites have also seen little activity in the past year and are asking similar prices to the Registrant.
The Registrant has no employees. Partnership management services are being provided under a contractual agreement with Landmark Realty Services Corporation, an affiliate of the General Partner.
Item 2.
Item 2. Properties
As of December 31, 2000, Registrant owned approximately 23 sellable acres of land in Goodlettsville, Sumner County, and Nashville, Davidson County, Tennessee. These properties consist of 12 acres in the North Creek Business Park and 11 acres of the Larchwood Property. For further information, see Item 1 above.
Item 3.
Item 3. Legal Proceedings
Registrant is not a party to, nor is any of Registrant's property the subject of, any material legal proceedings.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
The security holders of Registrant did not vote on any matter during the fiscal year covered by this report.
PART II
Item 5.
Item 5. Market for Registrant's Units of Limited Partnership Interest and Related Security Holder Matters
There is no established market for the Units, and it is not anticipated that any will exist in the future. The Registrant commenced an offering to the public on June 26, 1986 of 7,500 units of limited partnership interests at $1,000 per Unit. The offering of $7,500,000 was fully subscribed and closed on July 31, 1986. As of February 28, 2001, there were 465 holders of record of the 7,500 Units of limited partnership interests.
There are no material restrictions upon Registrant's present or future ability to make distributions in accordance with the provisions of Registrant's Limited Partnership Agreement.
Item 6.
Item 6. Selected Financial Data
For the Year Ended December 31,
Total Revenue
$(333)
$339,656
$473,706
$106,214
$48,475
Net Income(loss)
(365,961)
88,966
363,144
3,346
(935,415)
Net Income(loss) per limited partner unit
(48.79)
11.86
48.42
0.45
(124.72)
Total Assets
1,308,391
2,304,829
3,088,632
4,204,625
4,220,840
Cash Distributions per limited partner unit
-
-
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Sales
	The Registrant sold approximately 9 acres , 13 acres and 10 acres at the North Creek Business Park Property in 2000, 1999, and 1998, respectively. Gross proceeds were $666,170, $1.2 million and $1.3 million, respectively. In 1998, the Registrant sold 2.5 acres from the Larchwood Property for $260,670. From these proceeds, $600,000, $900,000 and $1.5 million, respectively, was distributed to the limited partners. The remaining proceeds were used to meet operational expenses of the partnership.
Analysis of Operations
Operations of the Registrant are consistent through the years.	The General Partner re-evaluated the fair value of the property as compared to the book value. Based on current sales projections, management determined that the property held for sale was impaired and, in accordance with SFAS No. 121, increased the allowance by $280,314 and $140,000, in 2000 and 1999 respectively, to $1,297,488 and $1,017,154, respectively.
Financial Condition and Liquidity
At February 29, 2001 $56,725 was held in cash and cash equivalents to cover partnership administrative expenses. The General Partner believes that this cash will be sufficient to meet operating needs for 2001.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
The Registrant has no market risk exposure as defined by Item 305 of Regulation S-K of the Securities Exchange Act of 1934.
Item 8.
Item 8. Financial Statements and Supplementary Data
The Financial Statements required by Item 8 are filed at the end of this Report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Registrant does not have any directors or officers. 222 Partners, Inc. is the General Partner of the Registrant and as such has general responsibility and ultimate authority in matters affecting Registrant's business.
222 Partners Inc.
222 Partners, Inc. was formed in September 1986 and serves as general partner for several other real estate investment limited partnerships. The executive officers and directors of 222 Partners, Inc. are W. Gerald Ezell, Steven D. Ezell, and Michael A. Hartley.
Officers and Directors of 222 Partners, Inc. are as follows:
W. Gerald Ezell, age 70, serves on the board of directors of 222 Partners, Inc. Until November 1985, Mr. Ezell had been for over 20 years an agency manager for Fidelity Mutual Life Insurance Company and a registered securities principal of Capital Analysts Incorporated, a wholly owned subsidiary of Fidelity Mutual Life Insurance Company.
Steven D. Ezell, age 47, is the President and sole shareholder of 222 Partners, Inc. He has been an officer of 222 Partners, Inc. from September 17, 1986 through the current period. Mr. Ezell is President and 50% owner of Landmark Realty Services Corporation. For the prior four years, Mr. Ezell was involved in property acquisitions for Dean Witter Realty Inc. in New York City, most recently as Senior Vice President. Steven D. Ezell is the son of W. Gerald Ezell.
Michael A. Hartley, age 42, is Secretary/Treasurer and a Vice President of 222 Partners, Inc. He has been an officer of 222 Partners, Inc. from September 17, 1986 through the current period. He is Vice President and 50% owner of Landmark Realty Services Corporation. Prior to joining Landmark in 1986, Mr. Hartley was Vice President of Dean Witter Realty Inc., a New York-based real estate investment firm.
Item 11.
Item 11. Executive Compensation
During 2000, Registrant was not required to and did not pay remuneration to any executives, partners of the General Partner or any affiliates, except as set forth in Item 13 of this report, "Certain Relationships and Related Transactions."
The General Partner does participate in the profits, losses and distributions of the Registrant as set forth in the Partnership Agreement.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of February 28, 2001 no person or "group" (as that term is used in Section 13(d) (3) of the Securities Exchange Act of 1934) was known by the Registrant to beneficially own more than five percent of the Units of Registrant.
As of the above date, the Registrant was of unaware of any officers or directors of 222 Partners, Inc. which beneficially owned any of the units of the Registrant.
There are no arrangements known by the Registrant, the operation of which may, at a subsequent date, result in a change in control of the Registrant.
Item 13.
Item 13. Certain Relationships and Related Transactions
No affiliated entities have, for the year ending December 31, 2000, earned or received compensation or payments for services from the Registrant in excess of $60,000. For a listing of miscellaneous transactions with affiliates which were less than $60,000 refer to Note 4 of the Financial Statements included herein.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) Financial Statements
Independent Auditors' Report
Financial Statements
Balance Sheets
Statements of Operations
Statements of Partners' Equity
Statements of Cash Flows
Notes to Financial Statements
(2) Financial Statement Schedule
Independent Auditors' Report
S-1
Schedule III - Real Estate and Accumulated Depreciation
S-2
All other Schedules have been omitted because they are inapplicable, not required or the information is included in the financial statements or notes thereto.
(b) No reports on Form 8-K have been filed during the last quarter of 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NASHVILLE LAND FUND, LTD.
By: 222 Partners, Inc.
General Partner
DATE: March 30, 2001
By:/s/ Steven D. Ezell
President and Director
DATE: March 30, 2001
By:/s/ Michael A. Hartley
Secretary Treasurer
Pursuant to the requirements of the Securities Exchange Act of 934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
NASHVILLE LAND FUND, LTD.
By: 222 Partners, Inc.
General Partner
DATE: March 30, 2001
By:/s/ Steven D. Ezell
President and Director
DATE: March 30, 2001
By:/s/ Michael A. Hartley
Secretary Treasurer
Supplement Information to be Furnished with Reports filed Pursuant to Section 15(d) of the Act by Registrant Which Have Not Registered Securities Pursuant to Section 12 of the Act:
No annual report or proxy material has been sent to security holders.
Independent Auditors' Report
The Partners
Nashville Land Fund, Ltd.:
We have audited the accompanying balance sheets of Nashville Land Fund, Ltd. (a limited partnership) as of December 31, 2000 and 1999, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 2000. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nashville Land Fund, Ltd. at December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Nashville, Tennessee
February 20, 2001
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Balance Sheets
December 31, 2000 and 1999
Assets
Cash
$22,829
$128,827
Restricted Cash
38,877
36,982
Land and improvements held for Investment,
less valuation allowance of $1,297,468 and $1,017,154 in 2000 and 1999
1,246,510
2,116,945
Due From affiliates
--
21,900
Other assets
Total assets
$1,308,391
$ 2,304,829
Liabilities and Partners' Equity
Accounts payable
$1,511
$17,528
Due to affiliates
5,999
--
Property tax payable
23,082
43,541
Partners' equity:
Limited partners, 7,500 units outstanding
1,277,713
2,243,674
Special limited partner
General partner
Total partners' equity
1,277,799
2,243,760
Commitments
Total liabilities and partners' equity
$1,308,391
$2,304,829
See accompanying notes to financial statements.
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Operations
For the Years Ended December 31, 2000, 1999 and 1998
Revenue:
Sale of land and improvements
$666,170
1,185,919
1,585,746
Cost of land and improvements sold
(590,121)
(751,019)
(965,501)
Selling costs
(80,875)
(100,709)
(153,824)
(Loss) Gain on sale of land
(4,826)
334,191
466,421
Interest
4,493
5,365
7,285
Miscellaneous
--
--
Total revenues
(333)
339,656
473,706
Expenses:
Partnership and property management fees
14,000
14,000
14,000
Association fees
24,697
24,528
25,463
Legal and accounting fees
23,472
26,917
19,352
Architect and engineering fees
7,731
9,173
10,822
General and administration
4,342
1,429
3,313
Property taxes
5,028
34,643
37,612
State income tax
6,044
--
--
Increase in valuation allowance for land held for investment
280,314
140,000
-
Total expenses
365,628
250,690
110,562
Net (loss) income
$(365,961)
88,966
363,144
Net (loss) income allocated to:
General partner
$--
--
--
Special limited partner
$--
--
--
Limited partners
$(365,961)
88,966
363,144
Net (loss) income per limited partnership unit:
$(48.79)
11.86
48.42
Weighted average units outstanding
7,500
7,500
7,500
See accompanying notes to financial statements.
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Partners' Equity
Years ended December 31, 2000, 1999 and 1998
Limited Partners
Special limited partner
General partner
Total
Units
amount
Balance at December 31, 1997
7,500
$4,191,564
4,191,650
Distributions
(1,500,000)
(1,500,000)
Net Income
363,144
363,144
Balance at December 31, 1998
7,500
3,054,708
3,054,794
Net Income
88,966
88,966
Distributions
(900,000)
(900,000)
Balance at December 31, 1999
7,500
2,243,674
2,243,760
Net Loss
(365,961)
(365,961)
Distributions
(600,000)
(600,000)
Balance at December 31, 2000
7,500
$1,277,713
1,277,799
See accompanying notes to financial statements.
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Statements of Cash Flows
Years ended December 31, 1999, 1998, and 1997
See accompanying notes to financial statements.
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 2000 and 1999
(1) Summary of Significant Accounting Policies
(a) Organization
Nashville Land Fund, Ltd. (the Partnership) is a Tennessee Limited Partnership organized in March, 1986 to acquire, own, and hold for investment certain parcels of undeveloped real property located in Metropolitan Nashville, Davidson County, and Sumner County, Tennessee. 222 Partners, Inc. is the General Partner of the Partnership. The Partnership prepares financial statements and income tax returns on the accrual basis of accounting. In the event that the Partnership has short-term cash deficiencies, the General Partner can defer the collection of certain related party expenses or grant interest free advances until cash becomes available.
(b) Estimates
Management of the partnership has made certain estimates and assumptions to prepare these financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates include the determination of the estimated fair value of the land held for investment. Actual results could differ from those estimates.
(c) Cash
Cash belonging to the Partnership is combined in an account with funds from other partnerships related to the general partner.
(d) Land and Improvements Held for Investment
Land and improvements held for investment are recorded at cost and include two tracts of undeveloped land representing approximately 23 and 32 acres in 2000 and 1999, respectively. Land costs include amounts incurred to acquire and develop the land, including interest and property taxes, during the development period. Costs to hold land, including interest and property taxes, are charged to expense. Land improvement costs incurred include development costs expended subsequent to the acquisition of a tract.
Long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value less estimated costs to sell. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value less estimated costs to sell of the assets. If impaired, management establishes an allowance for impairment with a corresponding charge to earnings. Losses upon the sale of the assets are recognized against the allowance to the extent available. At December 31, 2000 and 1999 the fair value was determined by recovering the future discounted net cash flows using a discount rate commensurate with the risk associated with the property
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
December 31, 2000 and 1999
(1) Summary of Significant Accounting Policies
(e) Income Recognition
Income from sales of land and improvements held for investment is generally recorded on the accrual basis when the buyer's financial commitment is sufficient to provide economic substance to the transaction, and when other criteria of SFAS No. 66 " Accounting for Sales of Real Estate" are satisfied. For sales of real estate where both cost recovery is reasonably certain and the collectibility of the contract price is reasonably assured, but the transaction does not meet the remaining requirements to be recorded on the accrual basis, profit is deferred and recognized under the installment method, which recognizes profit as collections of principal are received. If developments subsequent to the adoption of the installment method occur which cause the transaction to meet the requirements of the full accrual method, the remaining deferred profit is recognized at that time. Any losses on sales of real estate are recognized at the time of the sale.
(f) Income Taxes
No provision has or will be made for Federal income taxes since such taxes are the personal responsibility of the partners. Beginning in 2000, the Partnership pays state income taxes on earnings from Tennessee operations. Annually, the partners receive, from the Partnership, IRS Form K-1's which provide them with their respective share of taxable income or losses, deductions, and other tax related information.
The company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(1) Summary of Significant Accounting Policies (continued)
(g) Partnership Allocations
Net profits, losses and distributions of cash flow of the Partnership are allocated to the partners in accordance with the Partnership agreement as follows:
Partnership net profits are allocated first to any partner with a negative balance in their capital account, determined at the end of the taxable year as if the Partnership had distributed cash flow, in proportion to the negative capital balance account of all partners until no partner's capital account is negative. Net profit allocations are then made to the limited partners up to the difference between their capital account balances and the sum of their adjusted capital contributions (capital balance, net of cumulative cash distributions in excess of preferred returns - 10% annual cumulative return on capital contributed) and unpaid preferred returns. Any remaining net profits are allocated to the limited partners until the taxable year in which cumulative distributions to the limited partners equal their adjusted capital contribution plus an unpaid preferred return. Net profits are then allocated to the general partner until the ratio of the general partner's capital account balance to the capital account balances in excess of adjusted capital contributions and unpaid preferred return of all limited partners is 28% to 72%. Thereafter, profits are generally allocated 28% to the general partner and 72% to the limited partners.
Net losses are allocated to the partners in proportion to their positive capital accounts. Partnership distributions are allocated to the limited partners in an amount equal to their preferred return (10% annual cumulative return on capital contributed) to the extent unpaid to date. Any remaining distributions are allocated 99% to the limited partners and 1% to the general partner until the limited partners have received an amount equal to their adjusted capital contributions, and thereafter, 72% to the limited partners and 28% to the general partner.
Cumulative unpaid preferred returns are $4,266,558 and $4,116,558 at December 31, 2000 and 1999
(h) Comprehensive Income
Comprehensive income is defined as the change in equity of a business enterprise, during a period, associated with transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. During the years ended December 31, 2000, 1999,and 1998 the Partnership had no components of other comprehensive loss) income. Accordingly, comprehensive (loss) income for each of the years was the same as net (loss) income.
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
Income Taxes
The Company's income tax expense relates to state income taxes for income from continuing operations in Tennessee.
The only difference between the tax basis and reported amounts of the Partnership's assets and liabilities relates to the valuation of land and improvements held for investment. For income tax purposes certain costs that were capitalized as additional land improvement costs for book purposes were currently deducted, and the valuation allowance was not recognized. The tax effect of these temporary differences represents a deferred tax asset of approximately $39,000. At December 31, 2000, a full valuation allowance has been established for the deferred asset related to the partnership land and improvements basis difference.
(3) Restricted Cash
At December 31, 2000 and 1999, the Partnership has restricted cash balances of $38,877 and $36,982, respectively, to be used to fund property improvements, consisting of utility work. This restricted cash secures a letter of credit in the same amount to ensure that the required developments are made.
(4) Land and Improvements Held for Investment
The components of land and improvements held for investment at December 31, are as follows:
Land and improvements
$2,543,978
3,134,099
Valuation Allowance
(1,297,468)
(1,017,154)
$1,246,510
2,116,945
The aggregate cost for federal income tax purposes was $3,195,586 and $3,972,199 at December 31, 2000 and 1999, respectively. Based on recent sales projections, management determined that the property held for sale was impaired and, in accordance with SFAS No. 121, increased the valuation allowance by $280,314 and $140,000, respectively to $1,297,468 and $1,017,154, respectively.
(5) Related Party Transactions
The General Partner and its affiliates have been actively involved in managing the Partnership. Affiliates of the General Partner receive fees for performing certain services. Expenses incurred for these services for the years ended December 31, 2000, 1999, and 1998 are as follows:
Partnership and property management fees
$14,000
14,000
14,000
Selling Costs
$53,294
--
10,020
Accounting fees
$10,659
3,100
3,101
Office Administration Fees
--
2,311
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Notes to Financial Statements
(6) Association Fees
During 1989, an owners' association was formed to manage a portion of the land and improvements held for investment. the Partnership incurred association fees totaling $24,697 in 2000, $24,528 in 1999, and $25,463 in 1998 which relate to the Partnership's pro rata share of the owners' association expenses, consisting primarily of electricity costs, irrigation, and landscape maintenance.
(7) Distributions
For the year ended December 31, 2000, 1999, and 1998, the Partnership made distributions to the limited partners of $600,000, $900,000, and $1,500,000, respectively ($80, $120, and $200 per unit, respectively).
(8)	Subsequent Event
In January 2001, Nashville Land Fund completed the sale of 12 acres for $ 896,805. The land sold was from the North Creek Business Park. Furthermore, the General Partner has approved a distribution of $750,000 ($100 per limited partner unit) to be distributed in February 2001. The remaining proceeds from this sale will be used for 2001 operating costs.
Independent Auditors' Report
The Partners
Nashville Land Fund, Ltd.:
Under date of February 20, 2001, we reported on the balance sheets of Nashville Land Fund, Ltd. as of December 31, 2000 and 1999, and the related statements of operations, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 2000. These financial statements and our report thereon are included elsewhere herein. In connection with our audits of the aforementioned financial statements, we have also audited the related financial statement Schedule III, Real Estate and Accumulated Depreciation. This financial statement schedule is the responsibility of the Partnership's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
KPMG LLP
Nashville, Tennessee
February 20, 2001
S-1
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Schedule III
Real Estate and Accumulated Depreciation
(December 31, 2000)
*Assets scheduled above represent land and non-depreciable land improvements, therefore accumulated depreciation and depreciable lives are non applicable. Amounts are net of a valuation allowance of $1,297,488.
S-2
Schedule III
NASHVILLE LAND FUND, LTD.
(A Limited Partnership)
Real Estate and Accumulated Depreciation(continued)
December 31, 2000
(1) Balance at beginning of period
$2,116,945
3,004,747
3,925,143
Additions during period:
Improvements
--
3,217
45,105
Deductions during period:
Cost of real estate sold
(590,121)
(751,019)
(965,501)
Increase in valuation allowance for land held for investment
(280,314)
(140,000)
--
Balance at end of period
$1,246,510
2,116,945
3,004,747
(2) Aggregate cost for federal income tax purposes
$3,195,586
3,972,199
3,972,199
See accompanying independent auditors' report.
S-3
Exhibits Filed Pursuant to Item 14 (a) (3):
NASHVILLE LAND FUND, LTD.
(A Tennessee Limited Partnership)
Exhibit Index
Exhibit
3 Amended and Restated Certificate and Agreement of limited Partnership, incorporated by reference to Exhibit A to the Prospectus of Registrant dated June 26, 1986 filed pursuant to Rule 424 (b) of the Securities and Exchange Commission.
22 Subsidiaries - Registrant has no subsidiaries.