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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2002
Commission File #0-9305
REEVES TELECOM LIMITED PARTNERSHIP
(name changed from Reeves Telecom Associates)
---------------------------------------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0700063
- ------------------------ -----------------------------
(State of Incorporation) (I.R.S. Employer I.D. Number)
c/o Grace Property Management Inc.
55 Brookville Road
Glen Head, New York 11545
- -------------------------------------------------------------------------------
(Address of General Partner) (Zip Code)
(516) 686-2201
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(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 ( )
On November 6, 2002, the registrant had outstanding 1,812,062 Partnership units.
PART 1. FINANCIAL INFORMATION
REEVES TELECOM LIMITED PARTNERSHIP
BALANCE SHEETS
September 30, December 31,
2002 2001
(UNAUDITED) (AUDITED)
------------- ------------
Assets
------
Cash and cash equivalents $ 337,922 $ 296,993
Prepaid and other current assets 18,476 15,492
Properties held for sale and property
and equipment:
Properties held for sale 354,078 346,011
Sales property and equipment, net 91,515 57,993
Country club property and
equipment, net 442,587 442,587
---------- ----------
Total properties held for sale and
property and equipment, net 888,180 846,591
---------- ----------
Total assets $1,244,578 $1,159,076
========== ==========
Liabilities and Partners' Capital
- ---------------------------------
Accounts payable and accrued expenses $ 37,238 $ 92,633
Accrued expenses, affiliates 30,418 30,418
Deposits on contract, net 260,321 200,548
Long-term debt 109,475 112,876
---------- ----------
Total liabilities 437,452 436,475
Partners' capital 807,126 722,601
---------- ----------
Total liabilities and
partners' capital $1,244,578 $1,159,076
========== ==========
The accompanying notes are an integral part of these financial statements.
REEVES TELECOM LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS AND PARTNERS' CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
2002 2001
----------- ----------
Operating revenues:
Property sales $ 307,010 $ 379,521
Interest income and finance charges 5,909 8,848
---------- ----------
312,919 388,369
---------- ----------
Operating costs and expenses:
Direct costs of property sold 8,574 26,722
Selling, general and administrative
expenses 210,597 254,182
Depreciation 1,894 1,868
Interest 7,329 7,313
---------- ----------
228,394 290,085
---------- ----------
Income from continuing operations 84,525 98,284
Loss from discontinued operations -- (67,325)
---------- ----------
Net income 84,525 30,959
Partners' capital at beginning of period 722,601 758,189
Repurchase of partnership units -- (8,043)
---------- ----------
Partners' capital at end of period $ 807,126 $ 781,105
========== ==========
Income per partnership unit $ 0.05 $ 0.02
========== ==========
Weighted average partnership units
issued and outstanding 1,812,062 1,814,747
---------- ----------
The accompanying notes are an integral part of these financial statements.
REEVES TELECOM LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
2002 2001
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 84,525 $ 30,959
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 1,894 11,833
Change in assets and liabilities:
Prepaid and other current assets (2,984) 3,409
Property held for sale (8,067) 22,067
Accounts payable and
accrued expenses (55,395) (84,335)
--------- ---------
Net cash provided by (used in)
operating activities 19,973 (16,067)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Transaction costs related to the sale
of the country club -- (9,225)
(Increase) in sales property & equipment,
net (35,416) --
Deposit on contract 59,773 189,849
--------- ---------
Net cash provided by investing activities 24,357 180,624
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt (3,401) (3,485)
(Decrease) in accrued expenses, affiliates -- (64,653)
Repurchase of partnership units -- (8,043)
--------- ---------
Net cash (used in)financing activities (3,401) (76,181)
--------- ---------
NET INCREASE IN CASH 40,929 88,376
CASH BALANCE - BEGINNING 296,993 223,983
--------- ---------
CASH BALANCE - ENDING $ 337,922 $ 312,359
========= =========
The accompanying notes are an integral part of these financial statements.
REEVES TELECOM LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS AND PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
2002 2001
---------- ----------
Operating revenues:
Property sales $ 53,706 $ 30,760
Interest income and finance charges 2,977 2,224
---------- ----------
56,683 32,984
---------- ----------
Operating costs and expenses:
Direct costs of property sold 1,558 1,576
Selling, general and administrative
expenses 76,175 70,898
Depreciation 649 623
Interest 2,435 2,533
---------- ----------
80,817 75,630
---------- ----------
Net (loss) (24,134) (42,646)
Partners' capital at beginning of period 831,260 823,751
---------- ----------
Partners' capital at end of period $ 807,126 $ 781,105
========== ==========
(Loss) per partnership unit $ (0.01) $ (0.02)
========== ==========
Weighted average partnership units
issued and outstanding 1,812,062 1,812,062
---------- ----------
The accompanying notes are an integral part of these financial statements.
REEVES TELECOM LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(Unaudited)
2002 2001
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net(Loss) $ (24,134) $ (42,646)
Adjustments to reconcile net (loss) to
net cash (used in)operating activities:
Depreciation 649 623
Change in assets and liabilities:
Prepaid and other current assets (256) (128)
Property held for sale 1,557 1,575
Accounts payable and accrued
expenses 9,167 12,071
---------- ----------
Net cash (used in)operating activities (13,017) (28,505)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Increase) in sales property and
equipment, net (33,498) --
Deposit on contract 19,925 19,925
---------- ----------
Net cash provided by (used in)
investing activities (13,573) 19,925
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt (1,141) (1,043)
Increase in accrued expenses, affiliates -- 24,750
---------- ----------
Net cash provided by (used in)
financing activities (1,141) 23,707
---------- ----------
NET INCREASE/(DECREASE) IN CASH (27,731) 15,127
CASH BALANCE - BEGINNING 365,653 297,232
---------- ----------
CASH BALANCE - ENDING $ 337,922 $ 312,359
========== ==========
The accompanying notes are an integral part of these financial statements.
REEVES TELECOM LIMITED PARTNERSHIP
SEPTEMBER 30, 2002
(Unaudited)
NOTE 1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and notes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of only normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for
the three month and nine month periods ended September 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 notes thereto included in
the Partnership's Annual Report on Form 10-K for the year ended
December 31, 2001 as filed with the Securities and Exchange
Commission on April 1, 2002.
NOTE 2. Liquidity and Going Concern Issues.
Cash generated from individual lot sales may not be sufficient to meet
future operating costs, debt service and other cash requirements. If
the Partnership's cash flow is less than management's expectations,
capital programs presently planned may be either postponed, scaled
back, or eliminated, and certain operating expenditures may be either
deferred or, in the case of payments to the General Partner and its
affiliates, accrued. Despite such contingency plans by management,
the above mentioned factors indicate that the Partnership may be
unable to continue in existence while attempting to complete the sale
and liquidation of the Partnership's remaining assets. The
Partnership intends to continue to sell lots in the normal course of
business as a plan of liquidation and, while no assurances can be
given, the Partnership believes the carrying value of the remaining
lots is less than their net realizable value. Should the Partnership
change its plans from the current long term liquidation approach to a
bulk sale and/or abandonment, the net amount realized could be less
than the carrying value which could result in liabilities exceeding
the Partnership's assets. The financial statements have been prepared
assuming the Partnership will continue as a going concern.
NOTE 3. Sale of Fox Squirrel Country Club/The Lakes Country Club and Disposal
of Business Segment
During the first quarter of 2001, the Partnership completed the sale
of the assets of Fox Squirrel Country Club, now known as The Lakes
Country Club ("Fox Squirrel/The Lakes") for consideration totaling
$862,500, comprised of $150,000 in cash and a note receivable. The
note receivable had an initial principal amount
REEVES TELECOM LIMITED PARTNERSHIP
SEPTEMBER 30,2002
(Unaudited)
of $712,500, bears interest at an annual rate of 9.5%, and matures
on March 9, 2004. The borrower is obligated to make payments of
principal and interest as follows: (i) monthly payments of $6,641
from April 9, 2001 up to and including February 9, 2004, and (ii) a
final payment of $677,642 on March 9, 2004. The note receivable is
collateralized by all of the assets sold to the buyer. Since the cash
down payment represents less than 25% of the total consideration paid
for the assets, the transaction is recorded on the Partnership's
financial statements using the deposit method as defined in Statement
of Financial Accounting Standard No. 66, "Accounting for Sales of
Real Estate". The deposit method requires, among other things, that
until the total cash received by the Partnership from the down
payment and subsequent principal payments on the note receivable is
at least 25% of the total consideration paid: (a) the sold assets
remain on the Partnership's balance sheet as assets held for sale or
disposal, (b) cash received from the buyer at closing be shown as a
deposit on contract, and (c) payments received from the buyer in
respect of the note receivable subsequent to closing be treated as an
increase in the deposit. At September 30, 2002, the assets held by
the Partnership covered by the agreement were held at a net book
value of approximately $442,587. The operations of Fox Squirrel/The
Lakes prior to the sale are recorded as discontinued operations. For
the nine months ended September 30, 2002 and Septebmer 30, 2001,
revenues and expenses for Fox Squirrel/The Lakes are as set forth
below.
For the Nine Months Ended
--------------------------------------
September 30, 2002 September 30, 2001
------------------ ------------------
Revenue $ -0- $ 32,511
--------- ---------
Expenses:
Direct costs of revenue -0- 5,911
Selling, general and
administrative expenses -0- 83,960
Depreciation -0- 9,965
--------- ---------
Total Expenses -0- 99,836
--------- ---------
Loss from discontinued
operations $ -0- $ (67,325)
========= =========
ITEM 2. Management Discussion and Analysis of Financial Condition and Results
of Operations.
Certain matters discussed herein are forward-looking statements about
the business, financial condition and prospects of the
REEVES TELECOM LIMITED PARTNERSHIP
SEPTEMBER 30,2002
(Unaudited)
Partnership. The actual results could differ materially from those
indicated by such forward-looking statements because of various risks
and uncertainties. Such risks and uncertainties may include, but are
not limited to, regional and national economic conditions, changes in
consumer demand for real estate, changes in interest rates and the
availability of credit to the Partnership and/or potential purchasers
of real estate, and changes in state and federal regulations relating
to environmental and health matters. The Partnership cannot control
these risks and uncertainties and, in many cases, cannot predict the
risks and uncertainties that could cause its actual results to differ
materially from those indicated by the forward-looking statements.
The Partnership undertakes no obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future events or otherwise.
On March 9, 2001, the Partnership completed the sale of the assets of
Fox Squirrel/The Lakes for consideration totaling $862,500,
comprised of $150,000 in cash and a note receivable. The note
receivable had an initial principal amount of $712,500, bears
interest at an annual rate of 9.5%, and matures on March 9, 2004.
The borrower is obligated to make payments of principal and interest
as follows: (i) monthly payments of $6,641 from April 9, 2001 up to
and including February 9, 2004, and (ii) a final payment of $677,642
on March 9, 2004. The note receivable is collateralized by all of the
assets sold to the buyer. The operations of Fox Squirrel/The Lakes
prior to the sale are recorded as discontinued operations. The
borrower may extend the maturity of the note if the Partnership has
not completed remediation of certain environmental contamination from
an underground storage tank formerly located on the golf club
grounds. If the maturity of the note receivable is extended, the
borrower will continue making monthly payments of $6,641 until the
extended maturity date, at which time the remaining unpaid principal
balance will be due and payable.
The Partnership completed work involving the remediation of certain
environmental contamination on the grounds of Fox Squirrel/The Lakes
in 2000. Initial tests of groundwater and soil samples submitted to
the North Carolina Department of Environment and Natural Resources
("NCDENR") showed levels of groundwater contamination just above the
standards, and the Partnership was directed to conduct additional
groundwater monitoring and sampling. Tests of groundwater samples
submitted to NCDENR in November 2001 showed levels of contamination
below standards. Nevertheless, NCDENR directed the Partnership to
conduct additional groundwater monitoring and sampling. Although
Management believes that subsequent tests of groundwater samples will
also show levels of contamination below standards, there is no
assurance that NCDENR will not direct the Partnership to continue
monitoring and sampling of groundwater.
REEVES TELECOM LIMITED PARTNERSHIP
SEPTEMBER 30,2002
(Unaudited)
REVENUE
Revenue from property sales, and the number and type of property sold
for the first nine months of 2002 and 2001 are set forth in the table
below.
Nine Months Ended
September 30,
-------------------------
2002 2001
-------- --------
PROPERTY SOLD
Individual Undeveloped Lots:
Boiling Spring Lakes, NC 17 57
Pimlico Plantation, SC 0 1
-------- --------
17 58
Tracts (acres):
Boiling Spring Lakes, NC 6 23
Pimlico Plantation, SC 0 0
-------- --------
6 23
REVENUE
Individual Undeveloped Lots:
Boiling Spring Lakes, NC $241,600 $286,506
Pimlico Plantation, SC 0 20,104
-------- --------
241,600 $306,610
Tracts (acres):
Boiling Spring Lakes, NC 65,410 72,911
Pimlico Plantation, SC 0 0
-------- --------
65,410 72,911
-------- --------
Total Revenue $307,010 $379,521
======== ========
Boiling Spring Lakes, NC
Individual Undeveloped Lots - Management attributes the decrease in
revenue to a decrease in the number of lots sold, which, in turn,
reflects a somewhat slower real estate market in Brunswick County,
North Carolina in 2002 than in 2001. The average sales price per lot
sold was higher for the first nine months of 2002 than for the same
period last year, however, which is due principally to the relative
mix of lots sold. Lots adjoining or close to the golf course for
example, generally sell for more than lots that are not close to the
golf course, and lots which are suitable for the installation of
individual on-site septic systems generally sell for more than lots
which are not suitable for on-site septic systems.
REEVES TELECOM LIMITED PARTNERSHIP
SEPTEMBER 30,2002
(Unaudited)
Tracts - Management attributes the decline in revenue to a lower
aggregate number of acres sold during the first nine months of 2002
than in the same period of 2001. The average sales price per acre,
however, was higher in 2002 than in 2001. The Partnership experiences
great volatility in sales from year to year as to revenue and
acreage, and often the Partnership records no sales in a fiscal year.
The price per acre that the Partnership realizes depends on numerous
factors, including, among others, the size of the tract, its
location, and the extent to which portions of the tract are suitable
for the installation of individual on-site septic systems.
Pimlico Plantation, SC
Management attributes the decline in revenue to a lower number of
lots sold during the first nine months of 2002 than in the same
period of 2001. As a result of sales in past years, the Partnership
owned only one individual undeveloped lot for sale as of January 1,
2002.
DIRECT COSTS OF PROPERTY SOLD
Direct costs of property sold for the first nine months of 2002 and
2001 were $8,574 and $26,722, respectively. Management attributes
the decrease in costs principally to the lower number of individual
undeveloped lots sold in 2002 than in 2001.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $210,597 for the
first nine months of 2002, compared to $254,182 for the same period
of 2001. Management attributes the decrease principally to lower
real estate taxes on the Partnership's land in Boiling Spring Lakes,
which is due primarily to property sales; lower fees charged by the
General Partner, which is due to a reduction in fees in 2001
following the sale of Fox Squirrel/The Lakes; and lower legal fees
and expenses, which are due, in part, to the need during 2001 to
make significant modifications to the Partnership's HUD disclosure
statement following the sale of Fox Squirrel/The Lakes, whereas no
such significant modifications have been required during 2002, and,
in part, to the settlement in 2001 of certain litigation incidental
to the Partnership's business.
The sale of Fox Squirrel/The Lakes was completed on March 9, 2001.
As a result, the operations of Fox Squirrel/The Lakes are recorded
as discontinued operations. Accordingly, there are no financial
results of operations at Fox Squirrel/The Lakes reported for the
first nine months of 2002 and the financial results reported for the
first nine months of 2001 are for less than a full nine months. For
the nine months ended September 30, 2002 and September 30, 2001,
revenues and expenses for Fox Squirrel/The Lakes are as set forth
below.
REEVES TELECOM LIMITED PARTNERSHIP
SEPTEMBER 30,2002
(Unaudited)
For the Nine Months Ended
----------------------------------------
September 30, 2002 September 30, 2001
------------------- ------------------
Revenue $ -0- $ 32,511
--------- --------
Expenses:
Direct costs of revenue -0- 5,911
Selling, general and
administrative expense -0- 83,960
Depreciation -0- 9,965
--------- --------
Total Expenses -0- 99,836
--------- --------
Loss from discontinued
operations $ -0- $(67,325)
========= ========
Item 4. Controls and Procedures.
As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), within the 90 days prior to the filing
date of this report, the General Partner, under the direction of John
S. Grace and Davis P. Stowell, President and Vice President,
respectively, of the General Partner (acting in the capacity and
carrying out the responsibilities of the chief executive officer and
chief financial officer, respectively, of the Partnership), carried out
an evaluation of the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures. Based upon that
evaluation, Messrs. Grace and Stowell concluded that the Partnership's
disclosure controls and procedures are effective. There have been no
significant changes in the Partnership's internal controls, or in other
factors, which could significantly affect internal controls
subsequent to the date the Partnership carried out its evaluation.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
99.1 Certification by chief executive officer of this
report on Form 10-Q, as required by Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
99.2 Certification by chief financial officer of this
report on Form 10-Q, as required by Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
(b) Reports on Form 8-K.
No reports were filed on Form 8-K for the quarter ended
September 30, 2002.
REEVES TELECOM LIMITED PARTNERSHIP
SEPTEMBER 30,2002
(Unaudited)
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, thereto duly authorized.
REEVES TELECOM LIMITED PARTNERSHIP
By: Grace Property Management Inc.
General Partner
By: /s/ JOHN S. GRACE
------------------------------
John S. Grace
President
Date: November 12, 2002
CERTIFICATION
I, John S. Grace, President of Grace Property Management, Inc., the
general partner of Reeves Telecom Limited Partnership (the "Partnership"),
acting in the capacity and carrying out the responsibilities of the chief
executive officer of the Partnership, certify that:
1. I have reviewed this quarterly report on Form 10-Q of the Partnership;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly presents in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including any
affiliates, is made known to us by others within those entities,
particularly during the period in which this quarterly report is
being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 12, 2002 By: /s/ JOHN S. GRACE
------------------------------
John S. Grace
President, acting in the
capacity and carrying out
the responsibilities of the
chief executive officer of
Reeves Telecom Limited
Partnership
REEVES TELECOM LIMITED PARTNERSHIP
SEPTEMBER 30,2002
(Unaudited)
CERTIFICATION
I, Davis P. Stowell, Vice President of Grace Property Management,
Inc., the general partner of Reeves Telecom Limited Partnership (the
"Partnership"), acting in the capacity and carrying out the responsibilities of
the chief financial officer of the Partnership, certify that:
1. I have reviewed this quarterly report on Form 10-Q of the Partnership;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly presents in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including any
affiliates, is made known to us by others within those entities,
particularly during the period in which this quarterly report is
being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 12, 2002 By: /s/ DAVIS P. STOWELL
------------------------------
Davis P. Stowell
Vice President, acting in the
capacity and carrying out
the responsibilities of the
chief financial officer of
Reeves Telecom Limited
Partnership