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|
United States
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
|
| (X)
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
|
| For
the quarterly period ended March 31, 2004 |
| 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 33-35938 |
| PAINEWEBBER
R&D PARTNERS III, L.P. |
| (Exact
name of registrant as specified in its charter) |
| |
|
| |
|
| Delaware |
13-3588219 |
| (State
or other jurisdiction of |
(I.R.S.
Employer |
| Incorporation
or oganization) |
Identification
No.) |
| |
|
| |
|
| 1285
Avenue of the Americas, New York, New York |
10019 |
| (Address
of principal executive offices) |
(Zip code) |
| |
| Registrant’s
telephone number, including area code: (212) 713-2000 |
|
| 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 |
|
| |
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X
.
SPECIAL NOTE REGARDING
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Except for the historical information contained herein, the matters discussed herein are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of PaineWebber R&D Partners III, L.P. or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions; fluctuations in the value of securities for which only a limited, or no, public market exists; dependence on the development of new technologies; dependence on timely development and introduction of new and
competitively priced products; the need for regulatory approvals; the Sponsor Companies (hereinafter defined) having insufficient funds to commercialize products to their maximum potential; the restructuring of Sponsor Companies; the dependence of PaineWebber R&D Partners III, L.P. on the skills of certain scientific personnel; and the dependence of PaineWebber R&D Partners III, L.P. on the General Partner (hereinafter defined).
PAINEWEBBER
R&D PARTNERS III, L.P.
(a Delaware Limited Partnership)
Form 10-Q
March 31, 2004
| |
Table
of Contents |
|
| |
|
|
| PART
I. |
FINANCIAL
INFORMATION |
Page |
| |
|
|
| Item
1. |
Financial
Statements |
|
| |
|
|
| |
Statements
of Financial Condition (unaudited) at March 31, 2004 and December 31,
2003 |
2
|
| |
|
|
| |
Statements
of Operations
(unaudited) for the three months ended
March 31,
2004 and 2003
|
3
|
| |
|
|
| |
Statement
of Changes in Partners’ Capital (Deficit)
(unaudited) for the three months ended March 31,
2004 |
3 |
| |
|
|
| |
Statements
of Cash Flows
(unaudited) for the three months ended
March 31,
2004 and 2003
|
4
|
| |
|
|
| |
Notes
to Financial Statements
(unaudited)
|
5-8
|
| |
|
|
| Item
2. |
Management's
Discussion and Analysis of Financial
Condition and Results of Operations |
9 |
| |
|
|
| Item
3. |
Quantitative
and Qualitative Disclosures about
Market Risks |
10 |
| |
|
|
| Item
4. |
Controls
and Procedures |
10 |
| |
|
|
| PART
II. |
OTHER
INFORMATION |
|
| |
|
|
| Item
6. |
Exhibits
and Reports on Form 8-K |
11 |
| |
|
|
| |
Signatures |
12 |
| |
|
|
| |
Certifications |
13-16 |
| |
| All
schedules are omitted either because they are not applicable or the information
required to be submitted has been included in the financial statements
or notes thereto. |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PAINEWEBBER
R&D PARTNERS III, L.P.
(a Delaware Limited Partnership)
Statements of Financial Condition
(unaudited)
| |
|
|
March
31, |
|
December
31, |
|
| |
|
|
2004 |
|
2003 |
|
|
|
|
|
|
|
|
|
|
| Assets: |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
Marketable securities,
at market value |
|
$ |
2,085,004
|
|
$ |
2,533,265
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Liabilities
and partners' capital: |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
Accrued liabilities |
|
$ |
139,104
|
|
$ |
89,482
|
|
| |
|
|
|
|
|
|
|
|
| |
Due to bank |
|
|
4,290
|
|
|
4,230
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
143,394
|
|
|
93,712
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
Partners' capital |
|
|
1,941,610
|
|
|
2,439,553
|
|
| |
|
|
|
|
|
|
|
|
| Total
liabilities and partners' capital |
|
$ |
2,085,004
|
|
$ |
2,533,265
|
|
| |
|
|
|
|
|
|
|
|
See notes to financial statements.
2
PAINEWEBBER
R&D PARTNERS III, L.P.
(a Delaware Limited Partnership)
Statements of Operations
(unaudited)
| For
the three months ended March 31, |
|
|
|
2004 |
|
|
2003 |
|
|
|
| Revenues: |
|
|
|
|
|
|
|
|
|
|
| |
Interest
income |
|
|
|
$ |
— |
|
$ |
415
|
|
| |
Unrealized
(depreciation) appreciation of marketable securities |
|
|
(448,261 |
) |
|
331,975
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
(448,261 |
) |
|
332,390
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Expenses: |
|
|
|
|
|
|
|
|
|
|
| |
General
and administrative costs |
|
|
|
49,682
|
|
|
49,326
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Net
income (loss) |
|
|
|
$ |
(497,943 |
) |
$ |
283,064
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Net
income (loss) per partnership unit: |
|
|
|
|
|
|
|
|
| |
Limited
partners (based on 50,000 units) |
|
$ |
(9.86 |
) |
$ |
5.60
|
|
| |
General
partner |
|
|
|
$ |
(4,979.43 |
) |
$ |
2,830.64
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement
of Changes in Partners' Capital (Deficit)
(unaudited)
| |
|
Limited |
|
General |
|
|
|
|
| For the three months ended March 31, 2004 |
|
Partners |
|
Partner |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at January 1, 2004 |
|
$ |
3,969,722 |
|
$ |
(1,530,169 |
) |
$ |
2,439,553
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
|
(492,964 |
) |
|
(4,979 |
) |
|
(497,943 |
) |
| |
|
|
|
|
|
|
|
|
|
|
| Balance at March 31, 2004 |
|
$ |
3,476,758 |
|
$ |
(1,535,148 |
) |
$ |
1,941,610
|
|
| |
|
|
|
|
|
|
|
|
|
|
See notes to financial statements.
3
PAINEWEBBER
R&D PARTNERS III, L.P.
(a Delaware Limited Partnership)
Statements of Cash Flows
(unaudited)
| For the
three months March 31, |
|
|
2004 |
|
|
2003 |
|
|
|
|
|
|
|
|
|
| Cash flows from operating
activities: |
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
(497,943 |
) |
$ |
283,064
|
|
| Adjustments to reconcile
net income (loss) to |
|
|
|
|
|
|
|
| cash provided by
operating activities: |
|
|
|
|
|
|
|
| Unrealized depreciation
(appreciation) of marketable securities |
|
|
448,261
|
|
|
(331,975 |
) |
| |
|
|
|
|
|
|
|
| Decrease in operating
assets: |
|
|
|
|
|
|
|
| Marketable securities |
|
|
— |
|
|
63,866
|
|
| |
|
|
|
|
|
|
|
| Increase (decrease)
in operating liabilities: |
|
|
|
|
|
|
|
| Accrued liabilities |
|
|
49,622
|
|
|
(14,955 |
) |
| Due to bank |
|
|
60 |
|
|
— |
|
| |
|
|
|
|
|
|
|
| Cash provided by operating
activities |
|
|
— |
|
|
— |
|
| |
|
|
|
|
|
|
|
| Increase in cash |
|
|
— |
|
|
— |
|
| |
|
|
|
|
|
|
|
| Cash at beginning
of period |
|
|
— |
|
|
— |
|
| |
|
|
|
|
|
|
|
| Cash at end of period |
|
$ |
— |
|
$ |
— |
|
| |
|
|
|
|
|
|
|
Supplemental disclosure
of cash flow information:
The Partnership paid
no cash for interest or taxes during the three months ended March 31, 2004
and 2003.
See notes to financial statements.
4
PAINEWEBBER
R&D PARTNERS III, L.P.
(a Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Organization and Business
The
financial information as of March 31, 2004, and for the three months ended March
31, 2004 and 2003 is unaudited. However, in the opinion of management of PaineWebber
R&D Partners III, L.P. (the “Partnership”), such information includes
all adjustments, consisting only of normal recurring accruals, necessary for
a fair presentation. The results of operations reported for the interim period
ended March 31, 2004, are not necessarily indicative of results to be expected
for the year ended December 31, 2004. These financial statements should be read
in conjunction with the most recent annual report of the Partnership on Form
10-K for the year ended December 31, 2003.
The Partnership is a Delaware limited partnership that commenced operations on June 3, 1991. Paine Webber Development Corporation (“PWDC” or the “General Partner”), an indirect, wholly-owned subsidiary of UBS Americas Inc. is the general partner and manager of the Partnership. The Partnership will terminate on December 15, 2015, unless its term is extended or reduced by the General Partner.
The principal objective of the Partnership has been to provide long-term capital appreciation to investors through investing in the development and commercialization of new products with technology and biotechnology companies (“Sponsor Companies”), which have been expected to address significant market opportunities. The Partnership has been engaged in diverse product development projects (the “Projects”) including product development contracts, participation in other partnerships and investments in securities of Sponsor Companies. Once the product development phase has been completed, the Sponsor Companies have had the option to license and commercialize the products resulting from the product development project, and the Partnership has had the right to receive payments based upon the sale of such products.
5
PAINEWEBBER
R&D PARTNERS III, L.P.
(a Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(Note 1 Continued)
The following table sets forth the proportion of each distribution to be received by limited partners of the Partnership (the “Limited Partners”) and the General Partner (collectively, the “Partners”). All distributions to the individual Limited Partners have been made pro rata in accordance with their individual capital contributions.
| |
|
|
Limited
Partners |
|
General
Partner |
|
|
|
|
|
|
| I. |
|
Until
the value of the aggregate distributions for each limited partnership
unit (“Unit”) equals $1,000 plus simple interest on such amount
accrued at 5% per annum (“Contribution Payout”) Contribution
Payout as of March 31, 2004 is $1,638 per Unit |
99% |
|
1% |
| |
|
|
|
|
|
| II. |
|
After
Contribution Payout and until the value of the aggregate distributions
for each Unit equals $5,000 (“Final Payout”)
|
80%
|
|
20%
|
| |
|
|
|
|
|
| III. |
|
After
Final Payout |
75% |
|
25% |
Aggregate distributions per Unit reached Contribution Payout as of June 30, 2000. As a result, the General Partner will be allocated 20% of future cash distributions until Final Payout. For the three months ended March 31, 2004, the Partnership made no cash distributions. As of this date, the Partnership has made cash and security distributions, as valued on the dates of distribution, since inception of $1,483 and $98 per Unit, respectively.
Profits and losses of the Partnership are allocated as follows: (i) until cumulative profits and losses for each Unit equals Contribution Payout, 99% to Limited Partners and 1% to the General Partner, (ii) after Contribution Payout and until cumulative profits and losses for each unit equals Final Payout, 80% to Limited Partners and 20% to the General Partner, and (iii) after Final Payout, 75% to Limited Partners and 25% to the General Partner. As of March 31, 2004, the cumulative profits of the Partnership were $788 per Unit.
Pursuant to the terms of the Agreement of Limited Partnership, upon termination of the Partnership, the General Partner is required to pay to the Partnership an amount in cash equal to the debit balance in the General Partner’s capital account. Such amount then becomes part of the assets of the Partnership.
2. Summary of Significant Accounting Policies
The financial statements are prepared in conformity with accounting principles generally accepted in the United States which require management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Marketable securities consist of common stock which is recorded at market value. Marketable securities are not considered cash equivalents for the Statements of Cash Flows.
6
PAINEWEBBER R&D PARTNERS, L.P.
(a Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(Note 2 Continued)
Realized and unrealized gains or losses are generally determined on a specific identification method and are reflected in the Statements of Operations during the period in which the sale or change in value occurs.
3. Marketable Securities
The Partnership held the following marketable securities at:
|
|
March
31, 2004 |
|
December
31, 2003 |
|
| |
|
|
|
|
|
| |
|
Carrying
Value |
|
Cost |
|
Carrying
Value |
|
Cost |
|
| |
|
|
|
|
|
|
|
|
|
| Genzyme
General Division
(26,065 common shares) |
|
$ |
1,219,334
|
|
$ |
646,609 |
|
$ |
1,284,757
|
|
$ |
646,609 |
|
| Repligen
Corporation
(285,700 common shares) |
|
|
865,670 |
|
|
901,433 |
|
|
1,248,508 |
|
|
901,433 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
$ |
2,085,004 |
|
$ |
1,548,042 |
|
$ |
2,533,265 |
|
$ |
1,548,042 |
|
| |
|
|
|
|
|
|
|
|
|
As of March 31, 2004, the market value of the Partnership’s investment of 26,065 shares of Genzyme General Division (“GENZ”) was $46.78 per share as compared to the market value of its investment as of December 31, 2003 of $49.29 per share resulting in the recognition of unrealized depreciation of $65,423 for the three months ended March 31, 2004. In accordance with Genzyme Corporation’s decision to eliminate its tracking stock structure and pursuant to its Restated Articles of Organization, on June 30, 2003, each share of Genzyme Molecular Oncology (“GMO”) common stock was converted to 0.05653 shares of Genzyme General Division (“GENZ”) common stock. Prior to the conversion, the Partnership had an investment of 461,091 common shares of GMO. As of March 31, 2003, the market value GMO was $1.46 per share as compared to $1.75
per share as of December 31, 2002. The Partnership recognized unrealized depreciation on its investment of 461,091 shares for the three months ended March 31, 2003 of $133,716.
The market value of Repligen Corporation (“Repligen”) as of March 31, 2004, was $3.03 per share decreasing from $4.37 per share as of December 31, 2003. The Partnership recognized unrealized depreciation on its investment of 285,700 shares in the amount of $382,838 for the three months ended March 31, 2004. As of March 31, 2003, the market value of Repligen was $4.67 per share as compared to a carrying value as of December 31, 2002, of $3.04 per share. The Partnership recognized unrealized apppreciation for the three months ended March 31, 2003, of $465,691.
4. Related Party Transactions
PWDC and UBS Financial Services Inc., and their affiliates, have acted in an investment banking capacity for several of the Sponsor Companies. In addition, PWDC and its affiliates have direct limited partnership interests in some of the same product development limited partnerships as the Partnership.
7
PAINEWEBBER R&D PARTNERS, L.P.
(a Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
5. Product Development Projects
Of the Partnership’s seven original Projects, the Partnership continues to own an interest in one Project: a $6.0 million investment in Cephalon Clinical Partners, L.P. (“CCP”), a $45.0 million limited partnership formed to fund the development, clinical testing, manufacturing and marketing of Myotrophin™ for use in the treatment of amyotrophic lateral sclerosis and certain other peripheral neuropathies. If CCP produces a product for commercial sale, Cephalon, Inc. (as the Sponsor Company) has the option to license the Partnership’s technology to manufacture and market the product developed. In addition, Cephalon, Inc. has the option to purchase the Partnership’s interest in the technology. As of March 31, 2004, the Partnership is carrying this investment at zero.
6. Income Taxes
The Partnership is not subject to federal, state or local income taxes. Accordingly, individual Partners are required to report their distributive share of realized income or loss on their respective federal and state income tax returns.
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Liquidity and Capital Resources
Partners’ capital decreased from $2.4 million at December 31, 2003 to $1.9 million at March 31, 2004 resulting from the recognition of a net loss of $0.5 million for the three months ended March 31, 2004 (as discussed in the Results of Operations below).
The Partnership’s funds are invested in marketable securities until cash is needed for the payment of ongoing management and administrative expenses incurred or remittance of cash distributions to Partners. Liquid assets decreased from $2.5 million at December 31, 2003 to $2.1 million at March 31, 2004 resulting primarily from a decrease in the market values of marketable securities held as of these dates.
On March 1, 2004, the General Partner determined to sell at the end of each calendar quarter at the then prevailing market price, shares of Repligen and/or GENZ to the extent necessary to pay the Partnership’s operating expenses.
Results of Operations
Three months ended March 31, 2004 compared to the three months ended March 31, 2003:
Net income (loss) for the quarters ended March 31, 2004 and 2003 was $(497,943) and $283,064, respectively. The variance resulted primarily from the unfavorable change in unrealized appreciation (depreciation) of marketable securities.
The Partnership recognized unrealized appreciation (depreciation) of marketable securities of $(448,261) and $331,975 for the three months ended March 31, 2004 and 2003, respectively. The market value of Repligen decreased from $4.37 per share as of December 31, 2003, to $3.03 per share as of March 31, 2004. The Partnership recognized unrealized depreciation on its investment of 285,700 shares in the amount of $382,838. The market value of GENZ as of March 31. 2004 was $46.78 per share as compared to $49.29 per share as of December 31, 2003. Accordingly, the Partnership recognized unrealized depreciation of $65,423 on its investment of 26,065 shares. As of March 31, 2003, the Partnership had an investment of 461,091 shares of GMO. (As of June 30, 2003, the GMO shares were exchanged for 26,065 shares of GENZ.) The market value of the Partnership’s investment
in GMO as of March 31, 2003 was $1.46 per share as compared to a market value as of $1.75 as of December 31, 2002. The Partnership recognized unrealized depreciation for the quarter ended March 31, 2003, of $133,716. The market value of Repligen as of March 31, 2003 was $4.67 per share as compared to $3.04 per share as of December 31, 2002 resulting in the recognition of unrealized appreciation of $465,691.
There were no material variances in expenses for the three months ended March 31, 2004 as compared to the same period in 2003.
Critical Accounting Policies
The General Partner makes judgements in valuing its investments in product development projects. (See Note 5 of the “Notes to Financial Statements” included in this filing on Form 10-Q.) The General Partner’s judgement involves estimating the prospect of the Projects producing a commercially viable product. These estimates are based on the General Partner’s experience in evaluating similar investments, publicly available information from the Sponsor Companies and other sources the General Partner considers reliable. Based on these estimates, as of March 31, 2004, the Partnership is carrying its investment in CCP projects at zero.
9
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Substantially all of the Partnership’s non-cash assets consist of 26,065 shares of GENZ and 285,700 shares of Repligen. The Partnership acquired these shares in connection with its investments in Projects. The Partnership holds these shares until cash is needed for the payment of Partnership expenses or to make cash distributions to the Partners.
The carrying values of investments subject to equity price risks are based on quoted market prices as of the balance sheet dates. Market prices are subject to fluctuation and, consequently, the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuation in the market price of a security may result from perceived changes in the underlying economic characteristics of the issuer, the relative price of alternative investments and general market conditions. Furthermore, amounts realized in the sale of a particular security may be affected by the relative quantity of the security being sold.
The table below summarizes the Partnership’s equity price risks as of March 31, 2004 and 2003 and shows the effects of a hypothetical 30% increase and a 30% decrease in market prices as of those dates. The selected hypothetical change does not reflect what could be considered the best or worst case scenarios. Indeed, results could be far worse due to the nature of the equity markets.
| |
Market
Value
|
|
Hypothetical
Price Change
|
|
Estimated
Market Value After
Hypothetical
Change in Price
|
|
Estimated
Partners’ Capital
After Hypothetical
Change in Price
|
|
|
|
|
|
|
|
|
| As
of March 31, 2004 |
$2,085,004 |
|
30%
increase
30% decrease
|
|
$2,710,505
$1,459,503 |
|
$2,524,093
$1,359,127 |
| As
of March 31, 2003 |
$2,007,412 |
|
30%
increase
30% decrease
|
|
$2,609,636
$1,405,188 |
|
$2,739,992
$1,475,380 |
Item 4. Controls and Procedures
(a)
Evaluation of Disclosure Controls
and Procedures. The President and
Principal Financial Officer of the General Partner, after evaluating the effectiveness
of the Partnership’s disclosure controls and procedures (as defined in
the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) as of a
date within 90 days of the filing date of this Quarterly Report on Form 10-Q
(the “Evaluation Date”)), have concluded that as of the Evaluation
Date, the Partnership’s disclosure controls and procedures were adequate
and effective to ensure that material information relating to the Partnership
would be made known to them by others within the General Partner, or its affiliates
particularly during the period in which this Quarterly Report on Form 10-Q
was being prepared.
(b) Changes in Internal Controls. There were no significant changes in the Partnership’s internal controls or in other factors that could significantly affect the Partnership’s internal controls subsequent to the date of their evaluation, nor any significant deficiencies or material weaknesses in such internal controls requiring corrective actions. As a result, no corrective actions were taken.
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PART II – OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
a)
Exhibits:
31.1 Chief Executive Officer – Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Chief Financial Officer – Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Chief Executive Officer –
Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities
Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
32.2
Chief Financial Officer –
Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities
Exchange Act of 1934 and 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
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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, on this 17th day of May, 2004
| PAINEWEBBER
R&D PARTNERS III, L.P. |
| |
|
| By: |
PaineWebber
Development Corporation |
| |
(General
Partner) |
| |
|
| By: |
/s/ Stephen
R. Dyer |
|
|
| |
Stephen
R. Dyer |
| |
President |
| |
|
| By: |
/s/
Robert J. Chersi |
|
|
| |
Robert
J. Chersi |
| |
Principal
Financial and Accounting Officer |
12