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HomeMy WebLinkAboutRDA LTR OF UNDER 09-07-93AG E N ATE: RDA NO. 9 9-7-93 SEPTEMBER 7, 1993 TO: WILLIAM A. HUSTON, EXECUTIVE DIRECTOR & CITY MANAGER FROM: COMMUNITY DEVELOPMENT DEPARTMENT SUBJEC~ LETTER OF UNDERSTANDING WITH MICRO CENTER RECOMMENDATION It is recommended that the City Council and Redevelopment Agency approve a Letter of Understanding with Micro Center regarding Micro Center's request for financial assistance and authorize the City Manager/Executive Director to sign and transmit to Micro Center the attached letter. FISCAL IMPACT .. While the proposed Letter of Understanding provides general terms for negotiating a future Disposition and Development Agreement, the proposed financial assistance program recommended to be provided to Micro Center could result in assistance payments of up to $638,000 in 1993 present value over a 10 year time frame at an 8% discount rate. Assistance payments will be made on an annual basis by the City and/or Agency provided certain sales tax thresholds are achieved by Micro Center. It is projected that the City's General Fund could receive sales tax revenues ranging from $2.4 million to $4.9 million dollars from Micro Center over 10 years. BACKGROUND Micro Electronics, Inc. ("Micro Center") has specifically requested City and/or Redevelopment Agency financial assistance to assist them in offsetting extraordinary costs in their anticipated opening of a Micro Center facility at the southwest corner of Edinger Avenue and Del Amo Avenue in the City of Tustin. Micro Center operates a chain of 40,000 square feet and up retail personal computer stores and is based in Columbus, Ohio. Micro Center desires to open an approximately 40,000 square foot sto~e in Southern California. Catellus Development Corpora%ion owns a parcel ("Catellus parcel") at 1100 Edinger Avenue within the City o'f Tustin. Micro Center wishes to open a new store On this parcel by leasing the site from Catellus. City Council Report Letter of Understanding wi~h Micro Center · September 7, 1993 Page 2 Unfortunately, Micro Center is under a major time constraint. They want City approval of building permits by September 8, 1993 and would intend opening their new facility by November 1, 1993. They are requesting approval by the City and/or Agency of at least a letter outlining the general fundamental principles which might apply to an Agency/City assistance program for Micro Center. Such a letter'would set the parameters for preparation of a Disposition and Development Agreement (DDA) to be completed within the next 90 days. They have requested approval of the requested letter of understanding prior to pulling building permits on September 8, 1993. While a letter of understanding is not a legally binding contract, there are a number of advantages to its use. · Micro Center would have more comfort in proceeding with the lease of the Catellus owned parcel and start of construction on the subject site; · The Agency/City Council would_have an opportunity to review and approve the general business terms that would be anticipated in a DDA on the subject project before significant staff time and attorney expenses were spent in completing a DDA for the project. - Attached for City Council/Agency consideration is a draft letter of understanding for the project which has been reviewed by the City Attorney's office. A summary of staff's justification for assistance as well as terms of the letter of understanding~ are as follows: Justification for Assistance Prior to staff's consideration of any financial assistance for the project, a substantial amount of financial information and data on the proposed project was requested from Micro Center including Micro Center's 10 year cash flow analysis for the project. Micro Center were also asked to provide an estimate of the sales volumes -- that could be expected from the project. Ail financial information for the project including an analysis of Micro Center's justification or need for assistance have been reviewed by the Agency's financial real estate consultant, Kotin, Regan and Mouchly, Inc. The essential terms of the Micro Center - Catellus transaction are summarized as follows: ~ City Council Report Letter of Understanding with Micro Center September 7, 1993 Page 3 Micro Center will lease the site at 1100 Edinger Avenue in Tustin =rom Catellus for fifteen years at a rental rate startin~ at approximately $7.14 a square foot per year. . Catellus will provide Micro Center with approximately $1,251,200 in construction funds to partially finance building and site improvements. . The preparation and development costs for the Tustin Micro Center facility are estimated at $4.27 million to bring the existing building up to Micro Center's Current specifications and ready for retail operations. After giving credit for the $1,251,200 million construction funds provided by Catellus, it appears that Micro Center is projecting excess costs of approximately $763,000 in the development of their store in Tustin (Exhibit 1). Not all of the excess costs are ones which would necessarily be included in an assistance program. For instance, Micro Center has stated that pre-opening costs for Micro Center in Tustin are attributable to generally high cost levels in California and the long distance from the corporate home office. Since these costs wculd apply uniformly throughout California, the case for including them in a total assistance program is weakened. Based on the above factors, any assistance program should be based cnly on those excess costs identified at this time, excluding excess pre-opening expenses that are not related to site development. Based on staff and KRM's investigation of the issue of need on the part of Micrc Center, it appears that a case can be made for there being a need for Micro Center to receive some level of City/Agency assistance in order to induce them to proceed with their development of a store in Tustin and that it is in the City's/Agenc~-'s best economic interest to do so. The key assumptions on which staff and KRM findings are based are as follows: Micro Center's normal $2.2 million allowance for "development costs" which include certain pre-opening expenses) for its prototylg_~e store are for~improvements beyond those that would be provided by their landlord within the $7.00 per square foot per year rent they budget for a prototype. City Council Report Letter of Understanding with Micro Center September 7, 1993. Page 4 . The as-is former Builder's Emporium store, with the $1.2 million in improvements the Catellus Development Corporation is willing to fund, has a rental market value in the $7.00 per square foot per year range. Catellus could expect to obtain that level of rent from an alternative tenant and would not be compelled to make rent concessions below that amount for Micro Center. . Micro Center has a reasonable likelihood of achieving its goal of paying rent of not more than approximately $7.00 per square foot per year for an alternative site in an equivalent market area in California. . The volume of sales which Micro Center is likely to generate would be substantially~higher than an alternative lower- volume, higher-margin retailer or other tenant which would not need City assistance with development of this property. Micro Center is willing to guarantee taxable sales volumes of $25 million and have indicated that they project that sales could range from $40 - 60 million. The levels of sales which Micro Center appears to have achieved at its best performing stores ~lsewhere in the country, and the level of sales it projects for Tustin, would make it one of the best possible retailers from the standpoint of sales tax revenue generation for the City as long as point-of-sale subventions from the State continue. Specific economic need not withstanding, in today's environment, it would be difficult for any city to pursue a new retailer of Micro Center's potential without some form of assistance. Assistance Proqram In structuring a financial assistance program for Micro Center, KRM suggested the following criteria in judging any assistance package for any retail development in a redevelopment area: -- 1. Will the City receive benefits from the assisted development which are in excess of benefits Which would be derived from an unassisted project? 2. Are excess benefits truly new benefits to the City? City Council Report Letter of Understanding with Micro Center September 7, 1993 Page 5 . Will it cost the developer more or will the City/Agency incur higher risk to produce the ~roject which yields greater benefits for the City? o Can the assistance to the developer be fully funded from a portion of the excess benefits which the City derives from the assisted development project? · After all assistance has been funded, will the City retain at least a majority of the excess benefits being generated? o In the absence of any excess benefits to the City, will there be no obligation by the City tc fund assistance? Because an assistance program for Micro Center meets the above criteria, Agency staff and KRM believe that it would be fair, justifiable and defensible to assist nhe project. A suitable level of protection for the City and Agency can be provided as part of the assistance program. Once need was determined, the City and KRM utilized the following parameters in structuring an assistance program for Micro Center that met the criteria above: The amount of assistance should be based on the level of sales tax revenues generated by Micrc Center. · Only sales tax received by Ciny on a point of sale basis should be utilized to determine eligibility for assistance. · Micro Center should receive assistance only if sales tax revenues exceed a threshold wkich the City could reasonably expect to receive from an unassisted retail operator on site. 4. The program should last no more than 10 years. · . Micro Center should receive no assistance in any year in which taxable sales were less than a specified threshold. The City's interest should ~e protected if current law relating to point of sale retail sales tax received by the City is changed. There are two assumptions which apu'y to the proposed assistance program outlined in the Letter of Understanding: City Council Report Letter of Understanding with Micro Center September 7, 1993 Page 6 1. An assumption of the potential sales tax revenue production of the site without Agency/City assistance, and; 2. A present value amount of Agency/City assistance equal to $638,000. First, it is assumed that the proposed Micro Center site has the potential to produce some level of retail sales for the City even without an assistance program. It is reasonable to assume a retailer with lower sales volume but higher margins than Micro Center could produce sales in the range of $225 per square foot in a store the size of the present facility, sales at this level should be considered a threshold and the City/Agency should only consider assistance which can be "funded" by revenues which are received from taxable sales above that amount. KRM and staff believed it was necessary to explicitly specify this threshold in the proposed Micro Center assistance program. The specification is in terms only of those sales tax revenues which would be apportioned to the City on the basis of point-of-sale. Exhibit B-1 attached to the Letter of Understanding (Exhibit A) presents the amounts which should be utilized as the threshold for each year. These figures are identified as "Net New Revenues" for the Base Case Development. The difference between the total sales tax revenues from Micro Center and~the threshold will be defined as the excess sales tax revenues~ Second, the target amount of assistance which the City will provide is $638,000. This is derived by subtracting excess pre-opening expenses from Micro Center's projection of the total excess costs of opening a store in Tustin compared to a standard prototype. The amount of assistance actually received will be measured as the 1993 present value of all assistance payments made (at an 8% discount rate). Present value is the equ±valent today of money available in the future. The present value calculation for the Micro Center assistance program will be influenced by the 8% discount rate applied~ to future assistance payments. In no case will the application of~ the Micro Center assistance program result in a present value greater~han that amount being paid to Micro Center ($638,000). The guiding principle of the proposed Micro Center assistance program is that the annual assistance payments will be equal to a specific scheduled percent of a~nual excess sales tax revenues and will be made until the indicated present value has been paid. The City Council Repor LetCer of Understa~ng with Micro Center September 7, 1993 Page 7 specified percent figure which will be applied in each year is derived by dividing the present value of the total excess sales revenues at the middle range of projected Micro Center sa'es over ten years by the present value of the maximum amount of assistance proposed to be provided ($638,000). This is e~al tc 23.94% (rounded to 24%). This percent will then be applied tc excess sales tax revenues on an annual basis until the accumulated present value of the payments reaches $638,000. The application of the proposed assistance program to a middle range of projected sales is illustrated in Exhibit ~-1 attached to the Letter of Understanding. Micro Center receives the same perCent of excess sales tax revenues for the full ten years. In Exhibit B-2, the low projected sales tax .projection kas been utilized. Notice that although Micro Center receives the same percent of sales for the full ten years, because total sales are lower than in Exhibit B-i, they will. receive only $511,141 in assistance, in present 1993 value. When the highest level of sales are projected as shown in Exhibit B-3, Micro Center receLves the full $638,000, but no more, in present value and receives it over the shorter time frame of only seven years. Under the proposed program, Micro Center is able to more quickly accumulate the full benefits of the proposed assistance program if sales exceed the assumed amount. The total sales tax revenues projected to be received cver ten years by the City based on the low, middle and kigh ranges of projected Micro Center sales are presented below: REVENUEIPROJECTIONS ($000) Middle Low High Tustin's Share Total Revenues $4,299.9 $3,672.8 $6,177.9 Percent of Total 81.4 82.4 85.3 Present Value @ 8% $2,795.9 $2,388.7 $3,940.6 Micro Center's Share Total Revenues 980.8 786.6 863.2 Percent of Total 18.6 17.6 12.3 Present Value @ 8% 638.0 511.4 638.0 City Council Report Letter of Understanding with Micro Center September 7, 1993 Page ~ .Staff and. KRM believe that the proposed assistance program is based on sound rationale and consistent with criteria that should be used in judging any retail development assistance program in a' redevelopment area. Staff will be prepared to respond to any specific questions about the specific terms of the Letter of Understanding at the September 7th meeting. Christine A. Shingleton ~ Assistant City Manager CAS: kbc ~,--crocr-= r · cas DRAFT EXHIBIT A September 7, 1993 Richard M. Mershad Vice President Micro Center 1555 West Lane Avenue Columbus, Ohio 43221 SUBJECT: LETTER OF UNDERSTANDING Dear Mr. Mershad: The purpose of this letter is to respond, in writing, to Micro Center's request for assistance from the City of Tustin ("City") and Tustin Community Redevelopment Agency ("Agency") in the development of a retail outlet in Tustin. Before setting forth this understanding, it is necessary to state the facts pertaining to any agreement. This memorandum is intended to enumerate general principles which would apply to the City's assistance program. The memorandum will summarize the basic terms of the Micro Center transaction, provide comments concerning the Micro Center operational pro forma and identify the basic elements of an assistance program. Before setting forth this information it is necessary to state the facts relevant to this Letter of Understanding. Backqround Micro Electronics, Inc. ("Micro Center") based in Columbus, Ohio operates a chain of 40,000 square feez and up retail personal computer stores. These stores are each commonly known as "Micro Center". Micro Center desires to open an approximately 40,000 square foot store in Tustin, California. Catellus Development Corporation owns a parcel ("Catellus parcel") at 1100 Edinger Avenue within the City of Tustin. Micro Center is planning to open a new store on this parcel by leasing the site from Catellus. It is the City and Agency's desire that Micro Center lease the Catellus parcel for a Micro Center store. To this end, it is the City and Agency's intent to prepare a Disposition and Development Agreement (DDA) for the Cate~lus parcel to assist in offsetting extraordinary costs to Micro Center for locating in Tustin. Micro Center has determined that it will enter into a lease agreement with Catellus provided that the Ciiy and/or Agency provide financial assistance as described in this letter. Letter to Richard Mershad Micro Center Agreement September 7, 1993 Page 2 The essential terms of the Micro Center - Catellus transaction which have a bearing on the City's evaluation of the need for assistance are summarized as follows: . . · · Micro Center will lease the site at 1100 Edinger Avenue in Tustin from Catellus for fifteen years at a rental rate starting at approximate2y $7.14 a square foot per year. Catellus will provide Micro Center with approximately $1,251,200 in construct:on funds to partially finance building and site improvements. The preparation and devel.opment costs for the Tustin Micro Center facility are estimated at $4.27 million to bring the existing building up to Micro Center's current specifications and ready for retail operations. After giving credit for the $1,251,200 million construction funds provided by CatelLus, Micro Center is projecting excess costs of approximately $763,000 in the development of the Tustin store (Exhibit 1). All of the excess costs would not necessarily be included in an assistance program. For instance, the excess costs associated with two of the construction items are attributable to local cost factors which would apply in any metropolitan location in California. In addition, Micro Cen~er has stated that pre-opening costs for Micro Center in Tus~in are attributable to generally high cost levels in California and the long distance from its corporate office. Since these costs would apply uniformly throughout California, 5hey are not considered excess project costs. Based on the abcve factors, the City and Agency intend to provide financial assistance based only on excess costs identified at this time, excluding excess pre-opening expenses that are not related tc site development. General Terms Based on the above, the follcwing sets forth in general principles the basis for an assistance ~rogram for Micro Center to 'be agreed upon through a and for negotiating a comprehensive Disposition and Development Agreement (DDA). o The Agency and City wi'! prepare and negotiate a DDA within approximately 90 days of the date of this letter that is consistent with the ter~s of this letter. Letter to Richard Mershad Micro Center Agreement September 7, 1993 .Page 3 2. The DDA will include standard enforcement clauses, including liquidated damages, remedies in the event of breach, termination, etc. . · . . o Micro Center will finalize lease negotiations for the designated Catellus parcel and agree to open a Micro Center facility on the Catellus parcel. A copy of the final executed lease agreement shall be provided to the City prior to finalization, approval and execution of the DDA. Provided that Micro Center submits proper plans and applications for a building permit, the City will make a good faith effort to issue permits by September 8, 1993 for construction of improvements upon the Catellus parcel. It is Micro Center's objective to have at least a temporary certificate of occupancy by November 1, 1993. Micro Center will submit, process and obtain all zoning, site plan and other approvals required by the City and Agency. The Agency will take'appropriate action to assist Micro Center consistent with Agency objectives. Micro Center agrees, in the event it enters into a lease for the Catellus parcel, to inform the Agency in writing as to how it will determine point of sale for purposes of collection of California sales tax and ~to take such actions as are appropriate to maximize the collection of sales tax in the City of Tustin from the conduct of Micro Center's anticipated retail business. Micro Center agrees to immediately register with the California State Board of Equalization so that all taxable sales at the Tustin facility (retail sales and catalog sales) will be eligible to be apportioned to the City of Tustin. Micro Center agrees, in the event it enters into a lease for the Catellus parcel, that its California address shall be established as being in the City of Tustin for purposes of reporting point of sales to the California State Board of Equalization. Except to the extent that Catellus provides Micro Center with construction funds, all costs of planning, designing, developing and constructing all Micro Center improvements, including site demolition and site preparation costs shall be borne by Micro Center. Letter to Richard Mershad Micro Center Agreement September 7, 1993 Page 4 · Based on Agency's review of Micro Center's project pro-formas, Micro Center will initially incur substantial site preparation costs for the project which affect the ~rojec%'s feasibility. Agency and City are not in a financial posi-ion to assist Micro Center with its front end s:-e pre;aration costs. Agency, however, does desire to financiati'~' assist Micro Center in order to enhance the project's financial feasibility over time by reducing certain site preparation costs to Micro Center as authorized by California Community ReSevelopment Law and the South Central Redevelopment P'an. The Agency's and/or City's level of financial assistance provided to the Micro Center project shall he based on the following terms: a. The target amount of assistance which the Agency and/or City will provide is $638,000. ...This is derived by subtracting the-Agency's determined excess pre-opening expenses from Micro Center's prcjecticn of the total excess costs of opening a store in Tustin compared to a standard prototype. The amount cf assiatance actually received will be measured as the !993 present value of all assistance payments made at an 8% dismount rate. In no event will the Micro Center financial assistance program result in a present value qreater ~han the amount being paid to Micro Center. The Micro Center assistance program will be limited to no more than ~en years. b. The actual amount of assistance ~c .Micrc Center will be based on sales tax generated by the Micrc Center Tustin facility. Only sales tax al!ocate~ to the City of Tustin on a point of sale basis will be utilize~ to determine eligibility for assistance. C · d , Micro Center will receive a certain level of annual assistance based on the amount cf sales tax the City receives from the project above a threshold which the City could reasonably expect %o regeive from an unassisted retail operator. Micro Center will not receive assistance in any year in which taxable sales volumes attri~usab!e ~o Micro Center business operations in Tustin are less than a specified threshold. Letter to Richard Mershad Micro Center Agreement September 7, 1993 Page 5 e , To establish the threshold upon which assistance to Micro Center would be based, the City has estimated the taxable sales which might reasonably be expected from an alternative higher margin, lower volume retailer operating in the original building. That estimate is based on assumed annual initial taxable sales of $225 per square foot or $8.9 million per year. This is projected to rise to $11.2 in the fourth year with four percent annual increases thereafter. Exhibit B-1 presents the threshold amounts which will be utilized as the thresholds for each year. These figures as shown in Exhibit B-1 are identified as "Net New Revenues" for the "Base Case Development". Over the proposed ten year program, the City or Agency would not have an obligation to provide assistance unless the City has received at least $89,000 to $142,000 per year in sales tax from Micro Center's Tustin location, as shown in Exhibit B-1. The difference between total sales tax revenues projected from Micro Center's Tustin facility and the threshold will be defined as the excess sales tax revenues. Pursuant to a DDA and contingent upon Micro Center entering into a lease for the Catellus parcel, the City and Agency will structure the Micro Center assistance program to require'payments by the City and/or Agency to Micro Center. The annual assistance payment would be equal to a specified scheduled percent of annual excess sales tax revenues received by the City. Payments would be made until the indicated present value has been paid. The specified percentage to be applied in each year is derived by dividing the present value of the total excess sales revenues at the middle range of projected Micro Center sales over. ten years by the present value of the maximum amount of assistance proposed to be provided ($638,000). This is equal to 23.94% (rounded to 24%). This percent will then be applied to excess sales tax revenues on an annual basis until the accumulated present value of the payments reach $638,000. - - The application of the proposed assistance program to a middle range of projected sales is illustrated in Exhibit B-1. Micro Center would receive the same percent of excess sales tax revenues for the full ten years. Letter to Richard Mershad Micro Center Agreement September 7, 1993 Page 6 f . In Exhibit B-2, the low projected sales tax projection has been utilized. Although Micro Center would receive the same percent of sales for the full ten years, because total sales are lower than in Exhibit B-I, only $511,141, in present value would be received. When the highest level cf sales are projected as shown in Exhibit B-3, Micro Center receives the maximum of ~$638,000, but no more, in 1993 present value over a shorter time frame of seven years. Under 5he proposed program, Micro Center is able to accumulate the full benefits of the assistance program quicker depending upon sales volumes. Micro Center would also. agree that the Agency and/or City would have no obligation to make an annual payment in any year in which taxable sales are less than a minimum threshold which the City would expect to receive from an unassissed retail operator on the site (the "Net New Revenue' identified in Exhibit B-i). In the event that California law governing the payment and/or distribution of retail sales tax is amended in such a manner as to reduce the amount of sales tax 'apportioned and paid to the City based on point of sale ("Sales Tax Change"), Micro Center will agree that it will be entitled to assistance payments only if sales tax revenues apportioned to the City based on point of sale in a payment year meet the applicable sales tax thresholds for that payment year identified in the assistance program. For the purpose of calculating the Agency's payment to Micro Center, any reduction in sales tax received by the City as a result of Sales Tax Change shall be offset by the amcunt of any sales, use, value-added or excise tax enacted in the future to specifically replace or supplement sales tax lost as a result of a Sales Tax Change ("Replacement Taxes"), to the extent any such Replacement Taxes collected or received by the City are measured or de~ermined on a point of sale basis, .and to the exsent tha% any other sales or use tax distributions to the City may be determined by reference to the amount of sales or use generated on the Site. All assistance paymenss which have not become due and payable to Micro Center by virtue of the payment formula identified in this assistance program within 10 years from the date of issuance of a Certificate of Occupancy for the project would no longer be an obligation of the City or Agency. Letter to Richard Mershad Micro Center Agreement September 7, 1993 Page 7 ho Agency/City will agree to make assistance payments annually. The first assistance payment would begin within 30 days following the close of the first four quarters of Micro Center retail operations on the site that fc21ow the City's issuance of a Certificate of Occupancy for the project. Payments to Micro Center shall be based on quarterly sales tax returns filed with the California State Board of Equalization for all business operations on the site required pursuant to California Revenue and Taxation Code Section 6452. A copy of each quarterly sales tax return shall be supplied to the City. This information (subject to audits by the State Board of Equalization) will be utilized by the Agency and City for purposes of the assistance program outlined above. Annual payments, where eligible, shall continue annually until Micro Center receives the full $638,00C, but no more, in 1993 present value for not to exceed ten years. The reference to sales tax for purposes of computing any annual payment is solely for computational purposes. Sales tax revenue allocated to the City is not pledged. The Agency and City reserve the right to make annual payments by the Agency, as an obligation of the Agency secured solely by and payable from tax increment revenue of the A~ency, or from General Fund revenue of the City. . The Agency and City believe that the presence of a Micro Center facility on the Tustin site forms a material part of any Agency or City consideration in providing assistance to Micro Center. Except as otherwise provided, provisions of the DDA will condition that the site be the location of a Micro Center facilisy for a period of not less than 10 years from the date of issuance of a Certificate of Occupancy of the use. In the event, after issuance of a certificate of occupancy, Micro Center or property owner, at their option, elect to use the site for a purpose other than a Micro Center facility, Micro Center shall after any use changes are commenced and when written ~emand is made by Agency/City, pay to Agency/Cit_y a sum equal ~o the Agency/City assistance payments (subsidy) made to Micro Center from the date of issuance of a Certificate cf Occupancy until Micro Center or property owner ceases to use the site for a Micro Center, or until five years after issuance of a Certificate of Occupancy of Micro Center's Tustin facitisy, whichever occurs first. I believe that 5he foregoing accurately summarizes all elements of our understanding. It is the understanding of the Agency that in Letter to Richard Mershad Micro Center Agreement September 7, !993 Page 8 reliance upon this letter you intend to finalize in good faith your lease agreement for the Catellus parcel. I would request that, if the foregoing terms are agreeable, you execute this letter in the space provided below. Two original copies have been provided of -this letter, and I would request that you execute both letters and return one to the Agency. We are extremely pleased that a mutually beneficial arrangement can proceed 'and look forward to a long term relationship with Micro Center. The City and Agency look forward to working with you as this transaction unfolds. Christine Shingleton, of my staff, will be available to respond to any specific concerns or questions you may have on the terms identified above. If I can be of assistance at any time, please do not hesitate to call me. Sincerely, William A. Huston City Manager WAH: CAS: kbc\mershad, l~r RECEIVED AND AGREED TO ON BEHALF OF MICRO CENTER, INC. DATE DATE SENT BY:KOTZN REGAN MOUCHLY '-25--93 ; 6:18PN ; 131C 7142598917;~ 2 SENT BY:KOTZN REGAN MOUCHLY ; 8--25-93 ; 6:19PM ; 13108201703~ 71425~5937;= 3 SENT BY:KOTIN RE~AN MOUCHLY ; 8.25'93 ; J 6:20PM ; 13108201703~ 7142598917;= 4