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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 30, 2002.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________.
Commission file number 0-15571
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
(Exact name or registrant as specified in its charter)
North Carolina 56-1494619
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4000 Blue Ridge Road, Suite 100
Raleigh, North Carolina 27612
(Address of principal executive office)
(Zip Code)
(919) 781-1700
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
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
----------- ----------
The Exhibit Index is located on Page 12.
PART I - FINANCIAL INFORMATION
- ------------------------------------------------------------------------------------------------------
Item 1. Financial Information
a) Income Statement
STATEMENTS OF INCOME (Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
-------------------------- ------------------------------
2002 2001 2002 2001
----------- ------------- ------------- --------------
Interest and other income $ 604 $ 752 $ 1,570 $ 2,997
----------- ------------- ------------- --------------
Total Income 604 752 1,570 2,997
General and
Administrative expenses 6,840 8,073 21,669 29,937
----------- ------------- ------------- --------------
NET LOSS $ (6,236) $ (7,321) $ (20,099) $ (26,940)
=========== ============= ============= ==============
Allocation of net loss to:
General Partner:
From other operations $ -0- $ -0- $ -0- $ -0-
----------- ------------- ------------- --------------
Total to General Partner -0- -0- -0- -0-
----------- ------------- ------------- --------------
Limited Partners:
From other operations (6,236) (7,321) (20,099) (26,940)
----------- ------------- ------------- --------------
(6,236) (7,321) (20,099) (26,940)
----------- ------------- ------------- --------------
TOTAL ALLOCATION $ (6,236) $ (7,321) $ (20,099) $ (26,940)
=========== ============= ============= ==============
Net loss
limited partnership unit
(based on 5,900 weighted
average limited partnership
units outstanding):
From other operations $ (1.06) $ (1.24) $ (3.41) $ (4.57)
----------- ------------- ------------- --------------
TOTAL PER UNIT $ (1.06) $ (1.24) $ (3.41) $ (4.57)
=========== ============= ============= ==============
======================================================================================================
See notes to unaudited financial statements.
2
b) Balance Sheets
BALANCE SHEETS
September 30, 2002 December 31, 2001
(Unaudited) (Unaudited)
------------------ -----------------
ASSETS
Cash $ 72,445 $ 64,999
Short-term investments 124,713 148,843
------------------ -----------------
CASH AND CASH EQUIVALENTS 197,158 213,842
Land held for investment--Note B 3,594,592 3,594,592
Other assets 4,850 4,068
------------------ -----------------
TOTAL ASSETS $ 3,796,600 $ 3,812,502
================== =================
LIABILITIES AND PARTNERS' EQUITY
Trade accounts payable and other
accrued liabilities $ 11,610 $ 12,385
Distributions not claimed by limited 119,640 114,668
Partners
------------------ -----------------
TOTAL LIABILITIES $ 131,250 $ 127,053
------------------ -----------------
PARTNERS' EQUITY
General partner's equity $ -0- $ -0-
Limited partners' equity; 5,900 units
authorized, issued, and outstanding 3,665,350 3,685,449
------------------ -----------------
TOTAL PARTNERS' EQUITY $ 3,665,350 $ 3,685,449
------------------ -----------------
TOTAL LIABILITIES
AND PARTNERS' EQUITY $ 3,796,600 $ 3,812,502
================== =================
See notes to unaudited financial statements.
3
c) Statements of Changes in Partners' Capital
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (Unaudited)
Limited General Limited
Partnership Partner's Partners'
Units Equity Equity Total
--------- ---------- ----------- --------------
Balance at
January 1, 2002 5,900 $ -0- $3,685,449 $ 3,685,449
Net loss for the
Nine months ended
September 30, 2002 -0- (20,099) (20,099)
--------- ---------- ----------- --------------
BALANCE AT
SEPTEMBER 30, 2002 5,900 $ -0- $3,665,350 $ 3,665,350
========= ========== =========== ==============
Balance at
January 1, 2001 5,900 $ -0- $3,740,214 $ 3,740,214
Net loss for the
Nine months ended
September 30, 2001 -0- (26,940) (26,940)
--------- ---------- ----------- --------------
BALANCE AT
SEPTEMBER 30, 2001 5,900 $ -0- $3,713,274 $ 3,713,274
========= ========== =========== ==============
See notes to unaudited financial statements.
4
d) Statements of Changes in Financial Position
STATEMENTS OF CASH FLOW (Unaudited)
Nine Months Ended
September 30
-----------------------------
2002 2001
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (20,099) $ (26,940)
Changes in assets and liabilities:
(Increase) decrease in other assets (782) (878)
Increase (decrease) in trade accounts payable and
distributions not claimed by limited partners 4,197 (4,831)
-------------- -------------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (16,684) (32,649)
-------------- -------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (16,684) (32,649)
Cash and cash equivalents at beginning
of period 213,842 273,219
-------------- -------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 197,158 $ 240,570
============== =============
Supplemental disclosures of cash flow information
Cash paid for interest during the nine months ended
September 30 was $0 in 2002 and 2001.
See notes to unaudited financial statements.
5
e) Notes to Financial Statements
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2002
NOTE A - SIGNIFICANT ACCOUNTING POLICIES AND PARTNERSHIP MATTERS
Carolina Investment Partners, Limited Partnership (the "Registrant"), was
organized in 1985 to invest in real property which it will sell or lease
undeveloped or develop into office or commercial projects. Walsmith Associates
Two, a North Carolina general partnership, is the general partner (the "General
Partner").
Basis of Presentation:
The accompanying September 30, 2002 financial statements of the Registrant are
unaudited. In the opinion of the General Partner, all adjustments (consisting of
normal accruals) considered necessary for a fair presentation have been
included. Operating results for the period presented are not necessarily
indicative of the results that may be expected for the entire year.
NOTE B - LAND HELD FOR INVESTMENT AND RELATED COMMITMENTS AND TRANSACTIONS
In July 1986, the Registrant purchased for $1,223,175 an undeveloped 16.3-acre
parcel of land in Cary, North Carolina, known as the Wellington Parcel, from
Wellington Park Associates ("WPA"), an affiliate of the General Partner. The
land was carried at the lower of (i) contract cost plus capitalized purchase and
closing costs or (ii) net realizable value. The contract under which the
Registrant purchased the parcel provided that WPA would share with the
Registrant in any profits resulting from the sale of the Wellington Parcel.
In June 1986, the Registrant purchased for approximately $3,080,200 an
undeveloped 26.7-acre parcel of land in Cary, North Carolina, known as the
Martin Parcel, from an affiliate of the General Partner. The land is carried at
the lower of (i) contract cost plus capitalized purchase and closing costs or
(ii) net realizable value.
In 1996, 1997 and 1998 the Registrant sold the Wellington Parcel to a third
party under the terms of an Agreement for the Purchase and Sale of Real Estate,
as amended ("the Agreement"), between the Registrant, Wellington Center
Associates LLC (successor to Churchill & Banks, Ltd.) ("WCA"), and ADA
Corporation of North Carolina ("ADA"), an affiliate of the Registrant's General
Partner. The total sales price for the property sold, a portion of which was
owned by ADA, was $3,927,636. This sales price was allocated among the
Registrant and ADA based upon acreage sold by each, with $3,730,963 to the
Registrant and $196,673 to ADA. As of April 9, 1998, all of the Wellington
Parcel was sold.
6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations.
--------------
The Registrant's operations resulted in net loss of $6,236 during the quarter
ended September 30, 2002 compared to a net loss of $7,321 during the same period
of 2001, and a net loss of $20,099 during the nine months ended September 30,
2002 compared to a net loss of $26,940 during the same period of 2001. The
primary differences between 2001 and 2000 were:
Three months ended September 30:
--------------------------------
o Expenses attributed to outside services for the three months ended
September 30, 2002 were approximately $1,600 less than the three
months ended September 30, 2001.
Nine months ended September 30:
-------------------------------
o Interest and other income earned in the nine months ended
September 30, 2002 was approximately $1,400 less than the nine
months ended September 30, 2001 due to a lower average balance in
cash and investment accounts.
o Operating expenses in the nine months ended September 30, 2002
were approximately $8,200 less than the nine months ended
September 30, 2001 due to a decrease in general and administrative
expenses, specifically fees paid for outside services, property
taxes, and accounting and legal fees.
Changes in the Registrant's financial condition as of September 30, 2002, in
comparison to December 31, 2001, are primarily due to:
o Transfers made from short-term investments to cash accounts in
order to reduce accounts payable and accrued liabilities and to
pay current expenses.
As of November 13, 2002, the Registrant has $197,158 in cash and short-term
investments, which is sufficient to meet its needs during the next year.
The Registrant maintains its excess funds in a money market account at RBC
Centura Bank. The General Partner believes these accounts are an appropriate
investment of the Registrant's funds. Until its properties are sold, placed into
development and/or refinanced, the Registrant anticipates deficits from
operations and administrative expenses.
Cautionary Statement Identifying Important Factors That Could Cause the
Registrant's Actual Results to Differ From Those Projected in Forward Looking
Statements.
In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, readers of this document, and
any document incorporated by reference herein, are advised that this
document and documents incorporated by reference into this document
contain both statements of historical facts and forward looking
statements. Forward looking statements are subject to certain risks and
uncertainties, which could cause actual results to differ materially
from those
7
indicated by the forward looking statements. Examples of forward
looking statements include, but are not limited to (i) projections of
revenues, income or loss, earnings or loss per share, capital
expenditures, dividends, capital structure and other financial items,
(ii) statements of the plans and objectives of the Registrant or its
management, including the introduction of new products, or estimates or
predictions of actions by customers, suppliers, competitors or
regulatory authorities, (iii) statements of future economic
performance, and (iv) statements of assumptions underlying other
statements and statements about the Registrant or its business.
This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ
materially from those indicated by the forward looking statements.
These risks and uncertainties include uncertainties about the ability
of the Registrant to sell its other real estate assets, the price of
real estate sales, environmental and similar liabilities, future
operating expenses and the adequacy of capital resources to meet future
operating expenses, which are described herein and/or in documents
incorporated by reference herein.
The cautionary statements made pursuant to the Private Litigation
Securities Reform Act of 1995 above and elsewhere by the Registrant
should not be construed as exhaustive or as any admission regarding the
adequacy of disclosures made by the Registrant prior to the effective
date of such Act. Forward looking statements are beyond the ability of
the Registrant to control and in many cases the Registrant cannot
predict what factors would cause actual results to differ materially
from those indicated by the forward looking statements.
Item 3 Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Not Applicable.
Item 4. Controls and Procedures
-----------------------
An evaluation of the Registrant's disclosure controls and procedures
(as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act)
was carried out under the supervision and with the participation of the
Registrant's management, including the general partner of Walsmith Associates
Two, which is the general partner of the Registrant, within the 90 days
preceding the filing of this Quarterly Report on Form 10-Q. Based on that
evaluation, the general partner has concluded that the Registrant's disclosure
controls and procedures were effective as of the date of that evaluation.
There were no significant changes in the Registrant's internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation.
8
Part II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No. 3.1 Amended Agreement of Limited Partnership of the Registrant
(incorporated by reference to Exhibit 4.1 to the
Registrant's Annual Report filed on Form 10-K for the year
ended December 31, 1986).
Exhibit No. 10.1 Purchase Agreement between Registrant and Walsmith
Associates regarding the Martin Parcel (incorporated by
reference to Exhibit 10.1 to the Registrant's Annual Report
filed on Form 10-K for the year ended December 31, 1986).
Exhibit No. 10.2 Offer to Purchase and Contract for the Sale and Purchase of
Real Estate, dated as of January 24, 1986, between
Wellington Park Associates and the Registrant (incorporated
by reference to Exhibit 6A to the Registrant's Quarterly
Report filed on Form 10-Q for the period ended June 30,
1989).
Exhibit No. 10.3 Agreement between the North Carolina Department of
Transportation and Walsmith Associates (incorporated by
reference to Exhibit 10.3 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1986).
Exhibit No. 10.4 Assignment and Assumption Agreement between the Registrant
and Walsmith Associates (incorporated by reference to
Exhibit 10.4 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1986).
Exhibit No. 10.5 Amendment to Offer to Purchase and Contract for the Sale and
Purchase of Real Estate, dated as of February 1, 1990,
between Wellington Park Associates and the Registrant
(incorporated by reference to Exhibit 10.6 to the
Registrant's Annual Report filed on Form 10-K for the period
ended December 31, 1989).
Exhibit No. 10.6 Agreement for the Purchase and Sale of Real Estate, dated as
of April 20, 1995, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit C to the Registrant's
current report filed on Form 8-K, dated April 20, 1995).
9
Exhibit No. 10.7 First Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of August 9, 1995, between
Churchill & Banks, Ltd., ADA Corporation of North Carolina,
and the Registrant (incorporated by reference to Exhibit C
to the Registrant's Current Report filed on Form 8-K, dated
August 9, 1995).
Exhibit No. 10.8 Second Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of April 19, 1996, between
Churchill & Banks, Ltd., ADA Corporation of North Carolina,
and the Registrant (incorporated by reference to Exhibit
28.5 to the Registrant's Quarterly Report filed on Form 10-Q
for the period ended March 31, 1996).
Exhibit No. 10.9 Third Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of September 10, 1996, between
Churchill & Banks, Ltd., ADA Corporation of North Carolina,
and the Registrant (incorporated by reference to Exhibit
10.1 to the Registrant's Current Report filed on Form 8-K,
dated September 25, 1996).
Exhibit No. 10.10 Fourth Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of September, 1996, between
Churchill & Banks, Ltd., ADA Corporation of North Carolina,
and the Registrant (incorporated by reference to Exhibit
10.2 to the Registrant's Current Report filed on Form 8-K,
dated September 25, 1996).
Exhibit No. 10.11 Fifth Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of September 27, 1996, between
Wellington Center Associates, LLC, ADA Corporation of North
Carolina, and the Registrant (incorporated by reference to
Exhibit 10.3 to the Registrant's Current Report filed on
Form 8-K, dated September 25, 1996).
Exhibit No. 10.12 Sixth Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of September 12, 1997, between
Wellington Center Associates, LLC, ADA Corporation of North
Carolina, and the Registrant (incorporated by reference to
Exhibit 10.12 to the Registrant's Quarterly Report on Form
10-Q, dated September 30, 1997).
10
Exhibit No. 10.13 Letter Agreement to amend the Agreement for the Purchase and
Sale of Real Estate, dated December 12, 1997 between
Churchill & Banks, Ltd., ADA Corporation of North Carolina,
and the Registrant (incorporated by reference to Exhibit
10.13 to the Registrant's Quarterly Report filed on Form
10-Q for the period ended March 31, 1998).
Exhibit No. 10.14 Eighth Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated March 24, 1998 between Churchill &
Banks, Ltd., ADA Corporation of North Carolina, and the
Registrant (incorporated by reference to Exhibit 10.14 to
the Registrant's Quarterly Report filed on Form 10-Q for the
period ended March 31, 1998).
Exhibit No. 99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K. None
-------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
CAROLINA INVESTMENT PARTNERS
LIMITED PARTNERSHIP (Registrant)
BY: WALSMITH ASSOCIATES TWO,
General Partner
By:
-----------------------------------------
Alton L. Smith III, General Partner
Date: November 13, 2002
11
CERTIFICATION
I, Alton L. Smith III, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Carolina Investment
Partners Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a 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;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present 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 its
consolidated subsidiaries, 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
12
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 13, 2002
-------------------------------------------------
Alton L. Smith III, General Partner of Walsmith
Associates Two, General Partner of the Registrant
13
CERTIFICATION
I, Donald F. Walston, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Carolina Investment
Partners Limited Partnership;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a 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;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present 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 its
consolidated subsidiaries, 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
14
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 13, 2002
----------------------------------------------
Donald F. Walston, General Partner of Walsmith
Associates Two, General Partner of the Registrant
15
INDEX
TO EXHIBITS
Exhibit No. Description Page
----------- ----------- -----
3.1 Amended Agreement of Limited Partnership of the Registrant
(incorporated by reference to Exhibit 4.1 to the
Registrant's Annual Report filed on Form 10-K for the year
ended December 31, 1986).
10.1 Purchase Agreement between Registrant and Walsmith
Associates regarding the Martin Parcel (incorporated by
reference to Exhibit 10.1 to the Registrant's Annual Report
filed on Form 10-K for the year ended December 31, 1986).
10.2 Offer to Purchase and Contract for the Sale and Purchase of
Real Estate, dated as of January 24, 1986, between
Wellington Park Associates and the Registrant (incorporated
by reference to Exhibit 6A to the Registrant's Quarterly
Report filed on Form 10-Q for the period ended June 30,
1989).
10.3 Agreement between the North Carolina Department of
Transportation and Walsmith Associates (incorporated by
reference to Exhibit 10.3 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1986).
10.4 Assignment and Assumption Agreement between the Registrant
and Walsmith Associates (incorporated by reference to
Exhibit 10.4 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1986).
16
10.5 Amendment to Offer to Purchase and Contract for the Sale and
Purchase of Real Estate, dated as of February 1, 1990,
between Wellington Park Associates and the Registrant
(incorporated by reference to Exhibit 10.6 to the
Registrant's Annual Report filed on Form 10-K for the period
ended December 31, 1989).
10.6 Agreement for the Purchase and Sale of Real Estate, dated as
of April 20, 1995, between Churchill & Banks, Ltd., ADA
Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit C to the Registrant's
current report filed on Form 8-K, dated April 20, 1995).
10.7 First Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of August 9, 1995, between
Churchill & Banks, Ltd., ADA Corporation of North Carolina,
and the Registrant (incorporated by reference to Exhibit C
to the Registrant's Current Report filed on Form 8-K, dated
August 9, 1995).
10.8 Second Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of April 19, 1996, between
Churchill & Banks, Ltd., ADA Corporation of North Carolina,
and the Registrant (incorporated by reference to Exhibit
28.5 to the Registrant's Quarterly Report filed on Form 10-Q
for the period ended March 31, 1996).
10.9 Third Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of September 10, 1996, between
Churchill & Banks,
17
Ltd., ADA Corporation of North Carolina, and the Registrant
(incorporated by reference to Exhibit 10.1 to the
Registrant's Current Report filed on Form 8-K, dated
September 25, 1996).
10.10 Fourth Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of September 1996, between
Churchill & Banks, Ltd. ADA Corporation of North Carolina,
and the Registrant (incorporated by reference to Exhibit
10.2 to the Registrant's Current Report filed on Form 8-K,
dated September 25, 1996).
10.11 Fifth Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of September 27, 1996, between
Wellington Center Associates, LLC, ADA Corporation of North
Carolina, and the Registrant (incorporated by reference to
Exhibit 10.3 to the Registrant's Current Report filed on
Form 8-K, dated September 25, 1996).
10.12 Sixth Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of September 12, 1997, between
Wellington Center Associates, LLC, ADA Corporation of North
Carolina, and the Registrant (incorporated by reference to
Exhibit 10.12 to the Registrant's Quarterly Report filed on
Form 10-Q for the period ended September 30, 1997).
10.13 Letter Agreement to amend the Agreement for the Purchase and
Sale of Real Estate, dated as of December 12, 1997, between
Churchill & Banks, Ltd., ADA Corporation of North Carolina,
and
18
the Registrant (incorporated by reference to Exhibit
10.13 to the Registrant's Quarterly Report filed on Form
10-Q for the period ended March 31, 1998).
10.14 Eighth Amendment to the Agreement for the Purchase and Sale
of Real Estate, dated as of March 24, 1998 between
Wellington Center Associates, LLC, ADA Corporation of North
Carolina, and the Registrant. (incorporated by reference to
Exhibit 10.14 to the Registrant's Quarterly Report filed on
Form 10-Q for the period ended March 31, 1998).
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
19