FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ___________

Commission file number 0-2666

250 WEST 57th ST. ASSOCIATES

(Exact name of registrant as specified in its charter)

A New York Partnership 13-6083380

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

60 East 42nd Street, New York, New York 10165

(Address of principal executive offices)

(Zip Code)

(212) 687-8700

(Registrant's telephone number, including area code)

N/A

(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 tofile such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ].  No [   ] .

An Exhibit Index is located on Page 14 of this Report.  Number of pages (including exhibits) in this filing:  14

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

250 West 57th St. Associates

Condensed Statement of Income

(Unaudited)

For the Three Months

Ended March 31,

  2001	  2000

Income:

  Basic rent, from a related 

    party (Note B)	$  138,443	$  101,518

  Advance of primary overage rent,

    from a related party (Note B)	   188,000	   188,000

  Dividend Income	     1,915	    17,959

  Interest Income                          19,949             -0-

				----------	----------

		Total income	   348,307	   307,477

				----------	----------

Expenses:

  Interest on mortgage	   131,443	    87,673

  Supervisory services, to a

    related party (Note C) 	    15,000	    15,000

  Professional fees                            68             -0-

  Depreciation of improvements              5,917             -0-

  Amortization of mortgage

    refinancing costs	    25,630	    34,114

				----------	----------

		Total expenses	   178,058	   136,787

				----------	----------

Net Income		$  170,249	$  170,690

				==========	==========

Earnings per $5,000 participation 

  unit, based on 720 participation 

  units outstanding during the period	$   236.46	$   237.07

				==========	==========

Distributions per $5,000 participation:

Distributions per $5,000 

  participation consisted of 

  the following:

   Income			$   236.46	$   237.07

   Return of Capital	     13.54	     12.93

				----------	----------

		Total distributions	$   250.00	$   250.00

				==========	==========

	At March 31, 2001 and 2000, there were $3,600,000 of participations outstanding.

	See notes to the condensed financial statements.

250 West 57th St. Associates

Condensed Balance Sheet

(Unaudited)

Assets:					March 31, 2001	December 31, 2000

Current assets:

  Cash				                    $ 1,647,561	$ 1,799,790 

  Fidelity U.S. Treasury

    Income Portfolio		   125,423	    139,008

  Additional Rent due from 

    Fisk Building Associates	       -0-	        -0-

					----------	-----------

  Total current assets		 1,772,984	  1,938,798

					----------	-----------

Real estate, at cost:

  Property situated at 250-264 West 

   57th Street, New York, New York:

   Land 				 2,117,435	  2,117,435

                                            ----------       -----------

   Building and Building Improvements   	 6,551,682         5,628,682	                                                                                  Less: Accumulated depreciation	 5,634,599	  5,628,682

					----------	-----------

					   917,083	        -0-

                                    ----------       ----------- Tenants' installations and

    improvements			   249,791	    249,791

    Less: Accumulated amortization	   249,791	    249,791

					----------	-----------

					       -0-	        -0-

                                            ----------       -----------

Building Improvements, construction 

   in progress			 1,331,903	   2,198,805

                                            ----------       -----------  

Other assets:

   Mortgage refinancing costs	   516,617	    516,549

    Less: Accumulated amortization	    38,187	     12,557

					----------	-----------

					   478,430           503,992

					----------	-----------

	Total assets		$6,617,835	$ 6,759,030

					==========	===========

 

 

 

 

 

 

250 West 57th St. Associates

Condensed Balance Sheet

(Unaudited)

(CONTINUED)

Liabilities and Capital (Deficit):       March 31, 2001   December 31, 2000

Current liabilities:

   Due to Fisk Building Associates,         

    a related party	                    $   329,435	$   417,065

   Accrued expenses		       -0-	     43,814

   					----------	-----------

	Total current liabilities	   329,435	    460,879

Long-term Liabilities :

   First mortgage payable (Note B)           7,000,000         7,000,000

                                            ----------       -----------   

        Total liabilities                  $ 7,329,435       $ 7,460,879

Capital (deficit):

   March 31, 2001			  (711,600)	        -0-

   December 31, 2000		       -0-	   (701,849)

					----------	-----------

  Total liabilities and 

     capital (deficit):

   March 31, 2001			$6,617,835

   December 31, 2000		==========	$ 6,759,030

						===========

 

 

 

 

 

 

 

 

 

See notes to the condensed financial statements.

250 West 57th St. Associates

Statement of Partners' Capital (Deficit)

(Unaudited)

 

 

 

                                   For the Three       For the Year

                                    Months Ended          Ended

						March 31, 2001		December 31, 2000

Capital (deficit):

  January 1, 2001			$ (701,849)	

  January 1, 2000					 $ (661,244)

    Add, Net income:

	January 1, 2001 through

	  March 31, 2001		   170,249		        -0-

	January 1, 2000 through

	  December 31, 2000		       -0-	  2,952,546

						----------	-----------

						  (531,600)	  2,291,302

                                    ----------        -----------

Less Distributions:

  Distribution, November 30, 2000

   of Secondary Overage Rent for 

   the lease year ended 

   September 30, 2000		       -0-	  2,273,151

  Distributions January 1, 2001

   through March 31, 2001	   180,000	        -0-

  Distributions January 1, 2000

   through December 31, 2000	       -0-	    720,000

						----------	-----------

						   180,000	  2,993,151

						----------	-----------

Capital (deficit):

  March 31, 2001			$ (711,600)	

  December 31, 2000			==========	$  (701,849)

							===========

 

 

 

 

 

 

 

See notes to the condensed financial statements.

250 West 57th St. Associates

Condensed Statement of Cash Flows

 

  For the Three Months

                                              Ended March 31,

                                              2001	     2000

Cash flows from operating activities:

   Net income			$  170,249	$  170,690

   Adjustments to reconcile net income 

     to net cash provided by operating 

     activities:

   Depreciation of improvements               5,917               -0-

   Amortization of mortgage refinancing 

     costs				    25,630	    34,114

   Change in accrued interest payable 	       -0-	      (782)

   Decrease in rent receivable 	       -0-	    11,835

   Increase in mortgage refinancing

     costs				       (68)		  (100)

   Due to Fisk Building Associates	   (87,630)	   (58,366) 

   Change in accrued expenses               (43,814)              -0- 

   				 	 ----------	 ----------

	Net cash provided by operating

	  activities		    70,284	   157,391

					----------	 ----------

Cash flows from investing activities:

   Improvements in progress	   (56,098) 	   (89,108)

					----------	 ----------

	Net cash used in investing

	  activities		   (56,098) 	   (89,108)

					----------	 ----------

Cash flows from financing activities:

   Cash distributions		  (180,000)	  (180,000)

   Principal payments on long-term debt	       -0-	    (6,797)

					----------	 ----------

	Net cash used in financing 

	  activities 		  (180,000)	  (186,797)

					----------	 ----------

	Net decrease in cash	  (165,814)	  (118,514)

Cash and Cash Equivalents, 

   beginning of period		 1,938,798	 1,474,005

					                  ----------	 ----------       

Cash and Cash Equivalents,                                                                             end of period	                  	$1,772,984	$1,355,491

			  		==========	===========

Cash paid for:

  Interest				$  175,257	$   88,455
	                                                                                      =========                  =========
See notes to the condensed financial statements.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Note A Organization and Basis of Presentation

		In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of Registrant as of March 31, 2001,its results of operations and cash flows for the three months ended March 31, 2001 and 2000 and its changes in Partners' capital for the three months ended March 31, 2001.  Information included in the condensed balance sheet as of December 31, 2000 hasbeen derived from the audited balance sheet included in Registrant's Form 10-K for the year ended December 31, 2000 (the "10-K") previously filed with the Securities and Exchange Commission (the "SEC").  Pursuant to rules and regulations of the SEC,certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from these financial statements unlesssignificant changes have taken place since the end of the most recent fiscal year.  Accordingly, these unaudited condensed financial statements should be read in conjunction with the financial statements, notes to financial statements and the otherinformation in the 10-K.  The results of operations for the three months ended March 31, 2001 are not necessarily indicative of the results to be expected for the full year.

 

Note B Interim Period Reporting

		

		Registrant is a New York joint venture which was organized on May 25, 1953.  On September 30, 1953, Registrant acquired fee title to the "Fisk Building" (the "Building") and the land thereunder located at 250-264 West 57th Street, New York,New York (collectively, the "Property").  Registrant's joint venturers are Peter L. Malkin and Anthony E. Malkin (the "Joint Venturers"), each of whom also acts as an agent for holders of participations in their undivided joint venture interests inRegistrant (the "Participants").

		Registrant leases the Property to Fisk Building Associates (the "Net Lessee"), under a long-term net operating lease (the "Net Lease"), the current term of which expires on September 30, 2003.  Net Lessee is a New York partnership in whichTrusts created by Peter L. Malkin for family members are beneficial owners of an interest in the Net Lessee.  In addition, one of the Joint Venturers is also a member of Wien & Malkin LLP, 60 East 42nd Street, New York, New York, which providessupervisory and other services to Registrant and Net Lessee ("Supervisor").  See Note C of this Item 1 ("Note C").  

		Under the net lease, effective May 1, 1975, between 250 West 57th St. Associates, as lessor, and Fisk Building Associates, as lessee, basic rent was equal to mortgage principal and interest payments plus $28,000 payable to Wien & MalkinLLP for supervisory services.  The lease modification dated November 17, 2000 between 250 West 57th St. Associates, as lessor, and Fisk Building Associates, as lessee, provides that the basic rent will be equal to the sum of $28,000 plus the installment payments for interest and amortization 

( not including any balloon payment due at maturity ) required annually under the new $15,500,000 first mortgage loan ( the "First Mortgage" ) from Emigrant Savings Bank. Basic rent is payable in monthly installments on the first day of eachcalendar month in an amount equal to $2,333.33 plus the projected debt service due on the First Mortgage on the first day of the ensuing calendar month ( with a reconciliation to be made as soon as practicable thereafter ): provided, however, that basicrent due on December 1, 2000 shall include interest prepaid at the closing of the First Mortgage or accrued thereafter. Basic rent shall be adjusted on a dollar-for-dollar basis by changes in the annual debt service on the First Mortgage.

		Net Lessee is required to make a monthly payment to Registrant, as an advance against Primary Overage Rent, of an amount equal to its operating profit for its previous lease year in the maximum amount of $752,000 per annum.  Net Lesseecurrently advances $752,000 each year, which permits Registrant to make regular monthly distributions at 20% per annum on the Participants' remaining original cash investment.

		For the lease year ended September 30, 2000, Net Lessee reported net operating profit of $5,903,444 after deduction of Basic Rent.  Net Lessee paid Primary Overage Rent of $752,000, together with Secondary Overage Rent of $2,525,723 for thefiscal year ended September 30, 2000.  The Secondary Overage Rent of $2,525,723 represents 50% of the excess of the net operating profit of $5,903,444 over $752,000, less $49,999 representing interest earned and retained by Registrant on funds borrowedfor the improvement program. After deducting $252,572 to Supervisor as an additional payment for supervisory services, the balance of $2,273,151 was distributed to the Participants on November 30, 2000.

		Secondary Overage Rent income is recognized when earned from Net Lessee, at the close of the lease year ending September 30.  Such income is not determinable until Net Lessee, pursuant to the Net Lease, renders to Registrant a report on theNet Lessee's operation of the Property.  The Net Lease does not provide for the Net Lessee to render interim reports to Registrant, so no income is reflected for the period between the end of the lease year and the end of Registrant's fiscal year.  

		The Net Lease provides for one renewal option of 25 years.  The Participants in Registrant have consented to the granting of options to the Net Lessee to extend the Net Lease for three additional 25-year renewal terms on or before theexpiration of the then applicable renewal term.  

		Effective November 17, 2000, a new first mortgage was placed on the property with Emigrant Savings Bank in the amount of $15,500,000. The Mortgage matures on December 1, 2005. At the closing, the amount of $7,000,000 was advanced to pay offthe existing first and second mortgages held by Apple Bank for Savings and to pay for closing and related costs and the costs of improvements made to the property. The balance of the first mortgage loan will be advanced in stages through May 31, 2003 topay for additional improvements to the property.

Monthly payments under the mortgage are interest only. Amounts advanced at the closing bear interest at the rate of 7.511% throughout the term of the mortgage. Amounts advanced after the closing will bear interest at a floating rate equal to 1.65percentage points above 30, 60, 90, 180 or 360 day LIBOR or the yield on 30-day U.S. Treasury Securities, as selected by Associates.

On June 1, 2003 the interest rate on all amounts advanced following the closing will be converted to a fixed rate equal to 1.65 percentage points above the then-current yield on U.S. Treasury Securities having the closest maturity to December 1, 2005.

The mortgage may be prepaid at any time, in whole only, upon payment of a prepayment penalty based on a yield maintenance formula. There will be no prepayment penalty if the mortgage is paid in full during the last 90 days of the term thereof.

Note C - Supervisory Services

		Registrant pays Supervisor for special services at hourly rates and supervisory services and disbursements.  The supervisory fees are $40,000 per annum (the "Basic Payment"); plus an additional payment of 10% of all distributions toParticipants in any year in excess of the amount representing a return to them at the rate of 15% per annum on their remaining cash investment (the "Additional Payment").  At March 31, 2001, the Participants' remaining cash investment was $3,600,000.  Ofthe Basic Payment, $28,000 is payable from Basic Rent and $12,000 is payable from Primary Overage Rent received by Registrant.

 		No remuneration was paid during the three month period ended March 31, 2001 by Registrant to either of the Joint Venturers as such.  Pursuant to the fee arrangements described herein, Registrant also paid Supervisor $10,000 of the BasicPayment and $5,000 on account of the Additional Payment for the three month period ended March 31, 2001.

		The supervisory services provided to Registrant by Supervisor include real estate supervisory, legal, administrative and financial services.  The services include, but are not limited to, providing or coordinating with counsel to Registrant,maintaining all of its partnership and Participant records, performing physical inspections of the Building, reviewing insurance coverage and conducting annual partnership meetings.  Financial services include monthly receipt of rent from Net Lessee,payment of monthly and additional distributions to the Participants, payment of all other disbursements, confirmation of the payment of real estate taxes, and active review of financial statements submitted to Registrant by Net Lessee and financialstatements audited by and tax information prepared by Registrant's independent certified public accountant, and distribution of such materials to the Participants.  Supervisor also prepares quarterly, annual and other periodic filings with the Securitiesand Exchange Commission and applicable state authorities.  

		Reference is made to Note B of Item 1 ("Note B") for a description of the terms of the Net Lease between Registrant and Net Lessee.  The respective interests, if any, of each Joint Venturer in Registrant and in Net Lessee arise solely fromsuch person's ownership of participations in Registrant and partnership interests or participations in Net Lessee.  The Joint Venturers receive no extra or special benefit not shared on a pro rata basis with all other Participants in Registrant orpartners in Net Lessee. However, one of the Joint Venturers, by reason of his respective partnership interest in Supervisor, is entitled to receive his share of any legal fees or other remuneration paid to Supervisor for legal services rendered toRegistrant and Net Lessee.

		As of March 31, 2001, certain of the Joint Venturers in Registrant held additional Participations as follows:

Anthony E. Malkin owned of record as trustee, but not beneficially, $8,333 of Participations. Anthony E. Malkin disclaims any beneficial ownership of such Participations.

Trusts for the benefit of members of Peter L. Malkin's family owned of record and beneficially $88,333 of Participations. Mr. Malkin disclaims any beneficial ownership of such Participations, except that such Trusts are required to complete scheduledpayments to Mr. Malkin.

Item 2. Management's Discussion and Analysis of

Financial Condition and Results of Operations.

		Registrant was organized solely for the purpose of owning the Property subject to a net operating lease of the Property held by Net Lessee.  Registrant is required to pay, from Basic Rent, the charges on the Mortgage Loan and amounts forsupervisory services, and then to distribute the balance of such Basic Rent to holders of Participations.  See Note C.  Pursuant to the Net Lease, Net Lessee has assumed sole responsibility for the condition, operation, repair, maintenance and managementof the Property.  Accordingly, Registrant need not maintain substantial reserves or otherwise maintain liquid assets to defray any operating expenses of the Property.

		Registrant's results of operations are affected primarily by the amount of rent payable to it under the Net Lease.  The amounts of Primary Overage Rent and Secondary Overage Rent are affected by the New York City economy and its real estatemarket.  It is difficult to forecast the New York City economy and real estate market over the next few years.  

		Registrant does not pay dividends.  During the three month period ended March 31, 2001, Registrant made regular monthly distributions of $83.33 for each $5,000 participation ($1,000 per annum for each $5,000 participation).  On November 30,2000, Registrant made an additional distribution of $3,157 for each $5,000 participation.  Such distribution represented the balance of Secondary Overage Rent paid by Net Lessee in accordance with the terms of the Net Lease after deducting the AdditionalPayment to Supervisor.  See Notes B and C.  There are no restrictions on Registrant's present or future ability to make distributions; however, the amount of such distributions depends solely on the ability of Net Lessee to make monthly payments of BasicRent, Primary Overage Rent and Secondary Overage Rent to Registrant in accordance with the terms of the Net Lease.  Registrant expects to make distributions so long as it receives the payments provided for under the Net Lease.  See Note B.

		The following summarizes with respect to the current period and corresponding period of the previous year, the material factors affecting Registrant's results of operations for such periods:

Total income increased for the three month period ended March 31, 2001, as compared with the three month period ended March 31, 2000.  Such increase was the result of an increase in basic rent received from the Net Lessee and interest and dividendincome earned on funds temporarily invested for the three month period ended March 31, 2001  as compared with the three month period ended March 31, 2000.

Total expenses increased for the three month period ended March 31, 2001, as compared to the three month period ended March 31, 2000.  Such increase was the net result of an increase in interest on the mortgage and depreciation of improvements and adecrease in amortization of the mortgage refinancing costs for the three month period ended March 31, 2001.

 

Liquidity and Capital Resources

		Registrant's liquidity has changed significantly for the three month period ended March 31, 2001, as compared with the three month period ended March 31, 2000, as a result of a new mortgage placed on the property in November, 2000.  

		No amortization payments are due under the Mortgage to fully satisfy the outstanding principal balance at maturity, and furthermore, Registrant does not maintain any reserve to cover the payment of such Mortgage indebtedness at maturity.Therefore, repayment of the Mortgage will depend on Registrant's ability to arrange a refinancing.  Assuming that the Property continues to generate an annual net profit in future years comparable to that in past years, and assuming further that currentreal estate trends continue in the geographic area in which the Property is located, Registrant anticipates that the value of the Property would be in excess of the amount of the Mortgage balance at maturity.  

		Registrant anticipates that funds for working capital for the Property will be provided by rental payments received from Lessee and, to the extent necessary, from additional capital investment by the partners in Lessee and/or externalfinancing.  However, as noted above, Registrant has no requirement to maintain substantial reserves to defray any operating expenses of the Property.  Registrant foresees no need to make material commitments for capital expenditures while the Lease is ineffect.

Inflation

		Registrant believes that there has been no material change in the impact of inflation on its operations since the filing of its report on Form 10-K for the year ended December 31, 2000, which report and all exhibits thereto are incorporatedherein by reference and made a part hereof.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

		The Property of Registrant is the subject of the following pending litigation:

		Wien & Malkin LLP, et. al. v. Helmsley-Spear, Inc., et. al.  On June 19, 1997 Wien & Malkin LLP and Peter L. Malkin filed an action in the Supreme Court of the State of New York, against Helmsley-Spear, Inc. and Leona Helmsleyconcerning various partnerships which own, lease or operate buildings managed by Helmsley-Spear, Inc., including Registrant's property.  In their complaint, plaintiffs sought the removal of Helmsley-Spear, Inc. as managing and leasing agent for all of thebuildings.  Plaintiffs also sought an order precluding Leona Helmsley from exercising any partner management powers in the partnerships.  In August, 1997, the Supreme Court directed that the foregoing claims proceed to arbitration.  As a result, Mr.Malkin and Wien & Malkin LLP filed an arbitration complaint against Helmsley-Spear, Inc. and Mrs. Helmsley before the American Arbitration Association.  Helmsley-Spear, Inc. and Mrs. Helmsley served answers denying liability and asserting variousaffirmative defenses and counterclaims; and Mr. Malkin and Wien & Malkin LLP filed a reply denying the counterclaims.  By agreement dated December 16, 1997, Mr. Malkin and Wien & Malkin LLP (each for their own account and not in any representativecapacity) reached a settlement with Mrs. Helmsley of the claims and counterclaims in the arbitration and litigation between them.  Mr. Malkin and Wien & Malkin LLP then continued their prosecution of claims in the arbitration for relief againstHelmsley-Spear, Inc., including its termination as the leasing and managing agent for various entities and properties, including the Registrant's Lessee. The arbitration hearings were concluded in June 2000, and the arbitrators issued their decision onMarch 30, 2001, ordering that the termination of Helmsley-Spear, Inc. would require a new vote by the partners in the Lessee, setting forth procedures for such a vote, and denying the other claims of all parties. Following the decision, Helmsley-Spear, Inc. applied to the court for confirmation of the decision, and Mr. Malkin and Wien & Malkin LLP applied to the court for an order setting aside that part of the decisionregarding the procedure for partnership voting to terminate Helmsley-Spear, Inc. and various other parts of the decision on legal grounds. The parties' applications to the court are pending.
 

Item 6. Exhibits and Reports on Form 8-K.

	(a) The exhibits hereto are being incorporated by reference.  

	(b) Registrant has not filed any report on Form 8-K during the quarter for which this report is being filed.

 

 

 

SIGNATURES

		Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		The individual signing this report on behalf of Registrant is Attorney-in-Fact for Registrant and each of the Joint Venturers in Registrant, pursuant to Powers of Attorney, dated March 29, 1996 and May 14, 1998 (collectively, the "Power").

 

250 WEST 57TH ST. ASSOCIATES

(Registrant)

 

 

By /s/ Richard A. Shapiro

   Richard A. Shapiro, Attorney-in-Fact*

 

Date: May 21, 2001

 

  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the undersigned as Attorney-in-Fact for each of the Joint Venturers in Registrant, pursuant to the Power, on behalf of Registrant on the date indicated .

 

By /s/ Richard A. Shapiro

   Richard A. Shapiro, Attorney-in-Fact*

 

 

Date: May 21, 2001

 

 

 

 

 

 

 

 

 

 

_______________________________

* Mr. Shapiro supervises accounting functions for Registrant.

EXHIBIT INDEX

 

 

Number				   Document   				Page*

3(a)			Registrant's Joint Venture Agreement, dated May 25, 1953, which was filed as Exhibit No. 3(a) to Registrant's Registration Statement on Form S-1 (the "Registration Statement"), is incorporated by reference as an exhibit hereto.

 

3(b)			Amended Business Certificate of Registrant filed with the Clerk of New York County on July 24, 1998, reflecting a change in the Partners of Registrant effective as of April 15, 1998, which was filed as Exhibit 3(b) to Registrant's10-Q-A for the quarter ended September 30, 1998 and is incorporated by reference as an exhibit hereto.

 

24			Powers of Attorney dated March 29, 1996 and May 14, 1998 between Partners in Registrant and Stanley Katzman and Richard A. Shapiro, which was filed as Exhibit 24 to Registrant's 10-Q for the quarter ended March 31, 1998 and isincorporated by reference as an exhibit hereto. 

 

 

 

 

 

 

 

 

 

 

 

_______________________________

* Page references are based on sequential numbering system.