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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

Commission File Number: 0-24071

Sovran Acquisition Limited Partnership
(Exact name of Registrant as specified in its charter)

                Delaware                
(State or other jurisdiction of
incorporation or organization)

         16-1481551          
(I.R.S. Employer
Identification No.)

 

               6467 Main Street
               Buffalo, NY 14221
(Address of principal executive offices)
                     (Zip code)

                 (716) 633-1850

 


(Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Securities
Not Applicable

Exchanges on which Registered
Not Applicable


   Securities registered pursuant to section 12(g) of the Act:

Units of Limited Partnership Interest
(Title of Class)

 

 

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          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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

          As of March 14, 2003, 13,436,617 Units of Limited Partnership Interest were outstanding.

Exhibit Index is on Pages 68-70

 

DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the Proxy Statement for Annual Meeting of Shareholders of the Company to be held on May 15, 2003 (Part III).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Part I

ITEM 1.

BUSINESS

General

          Sovran Acquisition Limited Partnership (the "Operating Partnership") is the entity through which Sovran Self Storage, Inc. (the "Company"), a self-administered and self-managed real estate investment trust ("REIT"), conducts substantially all of the Company's business and owns substantially all of the Company's assets. The Operating Partnership is one of the largest owners and operators of self-storage properties in the Eastern United States and Texas. In 1995, the Company was formed under Maryland law and the Operating Partnership was organized as a Delaware limited partnership to continue and to expand the self-storage operations of the Company's privately owned predecessor organizations. The term "Company" as used herein means Sovran Self Storage, Inc. and its subsidiaries on a consolidated basis (including the Operating Partnership) or, where the context so requires, Sovran Self Storage, Inc. only. The term "Operating Partnership" as used herein means Sovran Acquisition Limited Partnership.

          At December 31, 2002, the Company is a 95.90% economic owner of the Operating Partnership and controls it through Sovran Holdings, Inc. ("Holdings"), a wholly owned subsidiary of the Company incorporated in Delaware and the sole general partner of the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT or "UPREIT." The Board of Directors of Holdings, the members of which are the same as the members of the Board of Directors of the Company, manages the affairs of the Operating Partnership by directing the affairs of Holdings. The Company's limited partner and indirect general partner interests in the Operating Partnership entitle it to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to its ownership interest therein and entitle the Company to vote on all matters requiring a vote of the limited partners.

          The other limited partners of the Operating Partnership are persons who contributed their direct or indirect interests in certain self-storage properties to the Operating Partnership. The Operating Partnership is obligated to redeem each unit of limited partnership ("Unit") at the request of the holder thereof for cash equal to the fair market value of a share of the Company's common stock, par value $.01 per share ("Common Shares"), at the time of such redemption, provided that the Company at its option may elect to acquire any such Unit presented for redemption for one Common Share or cash. With each such redemption or acquisition by the Company, the Company's percentage ownership interest in the Operating Partnership will increase. In addition, whenever the Company issues Common Shares, the Company is obligated to contribute any net proceeds therefrom to the Operating Partnership and the Operating Partnership is obligated to issue an equiva lent number of Units to the Company.

          The Operating Partnership may issue additional Units to acquire additional self-storage properties in transactions that in certain circumstances defer some or all of the sellers' tax consequences. The Operating Partnership believes that many potential sellers of self-storage properties have a low tax basis in their properties

 

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and would be more willing to sell the properties in transactions that defer Federal income taxes. Offering Units instead of cash for properties may provide potential sellers partial Federal income tax deferral.

          At March 15, 2003, the Operating Partnership owned and/or managed 264 Properties consisting of approximately 15.3 million net rentable square feet, situated in 21 states. Eleven of the Properties are managed under an agreement with an unconsolidated joint venture that is 45% owned by the Operating Partnership. As of December 31, 2002, the Properties have a weighted average occupancy of 84% and a weighted average annual rent per occupied square foot of $8.61. The Operating Partnership is the 5th largest operator of self-storage properties in the United States based on facilities owned and/or managed.

          The Operating Partnership seeks to increase cash flow and enhance unitholder value through aggressive management of the Properties and selective acquisitions of new self-storage properties. Aggressive property management entails increasing rents, increasing occupancy levels, strictly controlling costs, maximizing collections, strategically expanding and improving the Properties and, should economic conditions warrant, developing new properties. The Operating Partnership believes that there continues to be significant opportunities for growth through acquisitions, and constantly seeks to acquire self-storage properties that are susceptible to realization of increased economies of scale and enhanced performance through application of the Operating Partnership's management expertise.

          The Operating Partnership's principal executive offices are located at 6467 Main Street, Buffalo, New York 14221, and its telephone number is (716) 633-1850.

Industry Overview

          The Operating Partnership believes that self-storage facilities offer inexpensive storage space to residential and commercial users. In addition to fully enclosed and secure storage space, some operators, including the Operating Partnership, also offer outside storage for automobiles, recreational vehicles and boats. The storage sites are usually fenced and well lighted with gates that are either manually operated or automated. All facilities have a full-time manager/leasing agent. Customers have access to their storage area during business hours and in certain circumstances are provided with 24-hour access. Individual storage units are secured by the customer's lock, which may be purchased from the Operating Partnership, and the customer has control of access to the unit.

          The Operating Partnership believes that the self-storage industry is characterized by a trend toward consolidation and a relatively slow growth in supply. The rate of demand growth, while still positive, slowed in 2002, primarily as a result of slower overall economic conditions. This, combined with rate reductions and discounts offered by much of the competition, has resulted in minimal revenue growth. Spring and summer of 2002 showed negligible improvement in revenue compared to the same periods at the same stores in 2001, while the fourth quarter showed a 3% increase.

 

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          The Operating Partnership has made a significant investment in technology in the past year, primarily in its call center. This investment has enabled the Operating Partnership to centralize its sales and marketing efforts and to spot leasing trends and opportunities in a more efficient and responsive manner. The Operating Partnership expects to gain market share and improve the yield realized on its rental spaces as a result of this call center management system.

          According to published data, of the approximately 35,000 facilities in the United States, less than 13% are managed by the ten largest operators. The remainder of the industry is characterized by numerous small, local operators. The shortage of skilled operators, the scarcity of equity capital available to small operators for acquisitions and expansions and the potential for savings through economies of scale are factors that are leading to a consolidation in the industry. The Operating Partnership believes that, as a result of this trend, significant growth opportunities exist for operators with proven management systems and sufficient capital resources.

Property Management

          The Operating Partnership believes that it has developed substantial expertise in managing self-storage facilities. Key elements of the Operating Partnership's management system include the following:

-

Recruiting, training and retaining capable, aggressive on-site property managers;

-

Motivating property managers by providing incentive-based compensation;

-

Developing and maintaining an integrated marketing plan for each Property; and

-

Performing regular preventative maintenance to avoid significant repair obligations.

          Property managers attend a thorough orientation program and undergo continuous training that emphasizes closing techniques, identification of selected marketing opportunities, networking with possible referral sources, and familiarization with the Operating Partnership's customized management information system. In addition to frequent contact with Regional Team Leaders and other Operating Partnership personnel, property managers receive periodic newsletters regarding a variety of operational issues, and from time to time attend "roundtable" seminars with other property managers.

          The Operating Partnership annually develops a written marketing plan for each of its Properties that is highly dependent upon local conditions. The focus of each marketing plan is, in part, determined by occupancy rates. If all storage units of the same size at a Property are at or near 90% occupancy, then the plan will generally include increases in rental rates. If a Property has excess capacity, then the marketing plan will target selected markets such as local military bases, colleges, apartment and condominium complexes, industrial parks, medical centers, retail shopping malls and office suites. The Operating Partnership primarily uses telephone directories to advertise its services, including a map and, when possible, listing Properties in the same

 

 

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marketplace in a single advertisement. The Operating Partnership also conducts quarterly surveys of its competitors' practices, which include "shopping" competing facilities.

          The Operating Partnership's customized computer system performs billing, collections and reservation functions for each Property, and also tracks information used in developing marketing plans based on occupancy levels, and tenant demographics and histories. The system generates daily, weekly and monthly financial reports for each Property that are transmitted to the Operating Partnership's principal office each night. The system also requires a property manager to input a descriptive explanation for all debit and credit transactions, paid-to-date changes, and all other discretionary activities, which allows the accounting staff at the Operating Partnership's principal office to promptly review all such transactions. Late charges are automatically imposed. More sensitive activities, such as rental rate changes and unit size or number changes, are completed only by Regional Team Leaders. The Operating Partnership's customized management infor mation system permits it to add new facilities to its portfolio with minimal additional overhead expense.

Marketing Initiatives

          Responding to the increased customer demand for services, the Operating Partnership has initiated several programs expected to increase occupancy and profitability. These programs include:

-

A Customer Care Center (call center) that services new and existing customers' inquiries and facilitate the capture of sales leads that were previously lost;

-

Internet marketing, providing information about all of the Operating Partnership's stores via numerous portals and e-mail;

-

Dri-guard, providing humidity-controlled spaces. Through an exclusive agreement, the Operating Partnership became the first self-storage operator to utilize this humidity protection technology. These environmental control systems are a premium storage feature intended to protect metal, electronics, furniture, fabrics and paper from moisture;

-

Uncle Bob's Trucks, which provide customers with convenient, affordable access to vehicles to help move their goods, while serving as moving billboards to help advertise our storage facilities; and

-

Flex-a-Space, an innovative construction design that allows the Operating Partnership to easily reconfigure walls by using a track and roller mechanism, enabling customized storage space to fit the individual needs of the customer.

Environmental and Other Regulations

          The Operating Partnership is subject to federal, state, and local environmental regulations that apply generally to the ownership of real property and the operation of self-storage facilities. The Operating Partnership has not received notice from any governmental authority or private party of any material environmental noncompliance, claim, or liability in connection with any of the Properties, and is not aware of

 

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any environmental condition with respect to any of the Properties that could have a material adverse effect on the Operating Partnership's financial condition or results of operations.

          The Properties are also generally subject to the same types of local regulations governing other real property, including zoning ordinances. The Operating Partnership believes that the Properties are in substantial compliance with all such regulations.

Insurance

          Each of the Properties is covered by fire, property insurance, including comprehensive liability, all-risk property insurance policies, which are provided by reputable companies and on commercially reasonable terms. In addition, the Operating Partnership maintains a policy insuring against environmental liabilities resulting from tenant storage on terms customary for the industry, and title insurance insuring fee title to the Operating Partnership owned Properties in an aggregate amount believed to be adequate.

Competition

          The primary factors upon which competition in the self-storage industry is based are location, rental rates, suitability of the property's design to prospective tenants' needs, and the manner in which the property is operated and marketed. The Operating Partnership believes it competes successfully on these bases. The extent of competition depends in significant part on local market conditions. The Operating Partnership seeks to locate its facilities so as not to cause its Properties to compete with one another for customers, but the number of self-storage facilities in a particular area could have a material adverse effect on the performance of any of the Properties.

          Several of the Operating Partnership's competitors, including Public Storage Management, Inc., Shurgard Incorporated, U-Haul International, and Storage USA, Inc., are larger and have substantially greater financial resources than the Operating Partnership. These larger operators may, among other possible advantages, be capable of greater leverage and the payment of higher prices for acquisitions.

Investment Policy

          While the Operating Partnership emphasizes equity real estate investments, it may, in its discretion, invest in mortgage and other real estate interests related to self-storage properties in a manner consistent with the Company's qualification as a REIT. The Operating Partnership may also retain a purchase money mortgage for a portion of the sale price in connection with the disposition of Properties from time to time. Should investment opportunities become available, the Operating Partnership may look to acquire self-storage properties via a joint-venture partnership or similar entity. The Operating Partnership may or may not have a significant investment in such a venture, but would use such an opportunity to expand its portfolio of branded and managed properties.

 

 

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          Subject to the percentage of ownership limitations and gross income tests necessary for the Company's REIT qualification, the Operating Partnership also may invest in securities of entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over such entities.

Disposition Policy

          Management periodically reviews the assets comprising the Operating Partnership's portfolio. Any disposition decision will be based on a variety of factors, including, but not limited to, the (i) potential to continue to increase cash flow and value, (ii) sale price, (iii) strategic fit with the rest of the Company's portfolio, (iv) potential for, or existence of, environmental or regulatory issues, (v) alternative uses of capital, and (vi) maintaining of the Company's qualification as a REIT.

          As part of an asset management program, the Operating Partnership has begun to "spin-off" non-core, slow-growth properties, into joint ventures. In cases where the Operating Partnership has a less than 50% ownership interest in a joint venture, the Properties of that joint venture are removed from the Operating Partnership's balance sheet and an investment in the joint venture is recorded. The Operating Partnership records only its percentage share of the operating results of unconsolidated joint ventures. These ventures may allow the Operating Partnership to i) increase incremental revenues through management fees, ii) provide strong returns on its equity in the joint venture, and iii) increase liquidity to allow redeployment of equity to repay debt, acquire stock, or buy higher growth properties. In 2000, the Operating Partnership sold seven facilities for approximately $20 million to an unconsolidated joint venture in which the Operating P artnership retained a 45% interest. In cases where the Operating Partnership is deemed to have greater than a 50% ownership interest, the joint venture is consolidated with the Operating Partnership's financial statements and a minority interest is recorded on the balance sheet and statement of operations for the portion of the joint venture not owned by the Operating Partnership.

Borrowing Policy

          The Board of Directors of the Company currently limits the amount of debt that may be incurred by the Company to less than 50% of the sum of market value of the issued and outstanding Common and Preferred Stock plus the Company's debt (Market Capitalization). The Company, however, may from time to time re-evaluate and modify its borrowing policy in light of then current economic conditions, relative costs of debt and equity capital, market values of properties, growth and acquisition opportunities and other factors.

In February 2002, the consolidated joint venture (Locke Sovran II, LLC) entered into a mortgage note of $48 million. The note is secured by the 27 properties owned by the joint venture with a cost of $79 million. The 10-year note bears interest at 7.19%. The Operating Partnership also repaid a $30 million 1 year term note that matured in 2002.

 

 

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          To the extent that the Operating Partnership desires to obtain additional capital to pay distributions, to provide working capital, to pay existing indebtedness or to finance acquisitions, expansions or development of new properties, the Operating Partnership may utilize floating or fixed rate debt financing, retention of cash flow (subject to satisfying the Company's distribution requirements under the REIT rules) or a combination of these methods. Additional debt financing may also be obtained through mortgages on its Properties, which may be recourse, non-recourse, or cross-collateralized and may contain cross-default provisions. The Operating Partnership has not established any limit on the number or amount of mortgages that may be placed on any single Property or on its portfolio as a whole. For additional information regarding borrowings, see Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operati ons - Liquidity and Capital Resources" and Note 5 to the Consolidated Financial Statements filed herewith.

Employees

          The Operating Partnership currently employs a total of 727 employees, including 264 Property Managers, 16 Regional Team Leaders, and 355 assistant managers and part-time employees. At the Operating Partnership's headquarters, in addition to its three executive officers, the Operating Partnership employs 89 people engaged in various support activities, such as accounting, customer care, and management information systems. None of the Operating Partnership's employees is covered by a collective bargaining agreement. The Operating Partnership considers its employee relations to be excellent.

Available Information

          The Operating Partnership files with the U.S. Securities and Exchange Commission quarterly and annual reports on Forms 10-Q and 10-K, respectively, current reports on Form 8-K, and proxy statements pursuant to the Securities Exchange Act of 1934, in addition to other information as required. The public may read and copy any materials that the Operating Partnership files with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1 (800) SEC-0330.  The Operating Partnership files this information with the SEC electronically, and the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The Operating Partnership also maintains a web site at http://www.sovr anss.com.

Item 2.

Properties

          At December 31, 2002, the Operating Partnership owned and/or managed a total of 264 Properties situated in twenty-one states in the Eastern and Midwestern United States, Arizona and Texas. Eleven of the Properties are managed under an agreement with an unconsolidated joint venture that is 45% owned by the Operating Partnership.

          The Operating Partnership's self-storage facilities offer inexpensive, easily accessible, enclosed storage space to residential and commercial users on a month-to-month basis. Most of

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the Operating Partnership's Properties are fenced with computerized gates and are well lighted. All but thirty-five of the Properties are single-story, thereby providing customers with the convenience of direct vehicle access to their storage units. All Properties have a Property Manager on-site during business hours. Customers have access to their storage areas during business hours, and some commercial customers are provided 24-hour access. Individual storage units are secured by a lock furnished by the customer to provide the customer with control of access to the unit.

          All but a few of the Properties conduct business under the user-friendly trade name "Uncle Bob's Self-Storage" and the remainder are operated under various names acquired with the Properties. The Operating Partnership intends to convert all of the Properties to the "Uncle Bob's" trade name.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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          The table below provides certain information regarding the Properties included in the Operating Partnership's consolidated financial statements:




Location



Year
Built




Sq. Ft.

Uncle
Bob's
Trade
Name

State
Occupancy
at
12/31/02




Acres




Units




Bldgs




Floors



Mgr.
Apt.




Construction

  Alabama

     

83%

           

Birmingham I

1990

  36,775

Y

 

  2.7

   288

   9

    1

Y

Masonry/Steel Roof

Birmingham II

1990

  52,225

Y

 

  4.7

   391

   8

    1

Y

Masonry/Steel Roof

Montgomery I

1982

  74,004

Y

 

  5.0

   613

  16

    1

Y

Masonry/Steel Roof

Birmingham III

1970

  72,290

Y

 

  4.3

   402

   6

    1

N

Masonry/Steel Roof

Montgomery II

1984

  42,146

Y

 

  2.7

   294

  10

    1

N

Masonry/Steel Roof

Montgomery III

1988

  41,610

Y

 

  2.4

   380

   9

    1

Y

Steel Bldg./Steel Roof

Birmingham-Walt

1984

  64,580

Y

 

  3.3

   293

   6

    1

Y

Masonry Wall/Metal Roof

Birmingham-Bessemer

1998

  44,070

Y

 

  5.6

   345

   8

    1

N

Metal Wall/Metal Roof

  Arizona

     

80%

           

Gilbert-Elliot Rd.

1995

  66,855

Y

 

  3.3

   680

   8

    1

Y

Masonry Wall/Metal Roof

Glendale-59th Ave.

1997

  67,126

Y

 

  4.6

   633

   7

    1

Y

Masonry Wall/Metal Roof

Mesa-Baseline

1986

  39,100

Y

 

  1.8

   390

  11

    1

Y

Masonry Wall/Metal Roof

Mesa-E. Broadway

1986

  38,825

Y

 

  1.8

   369

   5

    1

Y

Masonry Wall/Metal Roof

Mesa-W. Broadway

1976

  36,625

Y

 

  1.9

   385

   5

    1

Y

Masonry Wall/Metal Roof

Mesa-Greenfield

1986

  48,359

Y

 

  2.1

   431

   8

    1

N

Masonry Wall/Metal Roof

Phoenix-Camelback

1984

  43,605

Y

 

  2.0

   532

   7

    1

Y

Masonry Wall/Metal Roof

Phoenix-Bell

1984

  96,580

Y

 

  4.6

   917

   7

    1

Y

Metal Wall/Metal Roof

Phoenix-35th Ave.

1996

  70,985

Y

 

  4.3

   695

   8

    1

Y

Masonry Wall/Metal Roof

  Connecticut

     

78%

           

New Haven

1985

  47,680

Y

 

  3.9

   392

   5

    1

N

Masonry Wall/Steel Roof

Hartford-Metro I

1988

  56,570

Y

 

10.0

   354

  10

    1

N

Steel Bldg./Steel Roof

Hartford-Metro II

1992

  39,190

Y

 

  6.0

   323

   7

    1

N

Steel Bldg./Steel Roof

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  Florida

     

86%

           
                     

Lakeland 1

1985

  47,955

Y

 

  3.5

   434

  11

    1

Y

Masonry Wall/Steel Roof

Tallahassee I

1973

143,405

Y

 

18.7

   677

  21

    1

Y

Masonry Wall/Tar & Gravel Roof

Tallahassee II

1975

  51,380

Y

 

  4.0

   273

   7

    1

Y

Masonry Wall/Tar & Gravel Roof

Port St. Lucie

1985

  55,742

Y

 

  4.0

   535

  12

    1

N

Steel Bldg./Steel Roof

Deltona

1984

  63,602

Y

 

  5.0

   449

   5

    1

Y

Masonry Wall/Shingle Roof

Jacksonville I

1985

  39,912

Y

 

  2.7

   290

  14

    1

Y

Masonry Wall/Tar & Gravel Roof

Orlando I

1988

  50,520

Y

 

  2.8

   593

   3

    2

Y

Steel Bldg./Steel Roof

Ft. Lauderdale

1985

101,235

Y

 

  7.6

   638

   7

    1

Y

Steel Bldg./Steel Roof

West Palm 1

1985

  51,585

Y

 

  3.2

   404

   6

    1

N

Steel Bldg./Steel Roof

Melbourne I

1986

  83,578

Y

 

  8.3

   745

  11

    1

Y

Masonry Wall/Shingled Roof

Pensacola I

1983

119,030

Y

 

  7.5

   862

13

    1

Y

Steel Bldg./Steel Roof

Pensacola II

1986

  58,204

Y

 

  3.4

   505

9

    1

Y

Steel Bldg./Steel Roof

Melbourne II

1986

  56,031

Y

 

  3.4

   610

11

    1

N

Steel Bldg./Steel Roof

Jacksonville II

1987

  53,855

Y

 

  4.4

   471

11

    1

Y

Masonry/Steel Roof

Pensacola III

1986

  84,490

Y

 

  6.1

   602

12

    1

N

Steel Bldg./Steel Roof

Pensacola IV

1990

  38,850

Y

 

  2.7

   274

9

    1

Y

Masonry/Steel Roof

Pensacola V

1990

  39,125

Y

 

  2.6

   317

4

    1

Y

Masonry/Steel Roof

Tampa I

1989

  62,857

Y

 

  3.3

   865

6

    1

N

Masonry/Steel Roof

Tampa II

1985

  60,672

Y

 

  2.9

   675

10

    1

N

Masonry/Steel Roof

Tampa III

1988

  48,400

Y

 

  2.2

   636

14

    1

N

Masonry/Steel Roof

Orlando II

1986

134,869

Y

 

  8.5

1,319

  20

    1

Y

Masonry Wall/Steel Roof

Ft. Myers I

1988

  27,704

Y

 

  1.1

   259

   6

    2

Y

Steel Bldg./Steel Roof

Ft. Myers II

1991/94

  23,053

Y

 

  1.9

   299

   2

    1

Y

Masonry/Steel Roof

Tampa IV

1985

  57,915

Y

 

  4.0

   524

  10

    1

N

Masonry/Steel Roof

West Palm II

1986

  30,937

Y

 

  2.3

   364

   9

    1

Y

Masonry/Steel Roof

Ft. Myers III

1986

  36,052

Y

 

  2.4

   257

   9

    1

Y

Masonry/Steel Roof

Lakeland II

1988

  59,990

Y

 

  4.0

   580

   9

    1

N

Masonry Wall/Steel Roof

Ft. Myers IV

1987

  59,560

Y

 

  4.5

   262

   4

    1

Y

Masonry/Steel Roof

Jacksonville III

1987

102,430

Y

 

  5.9

   739

  13

    1

Y

Masonry Wall/Shingle Roof

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Jacksonville IV

1985

  38,205

Y

 

  2.7

   352

   7

    1

Y

Steel Bldg./Steel Roof

Jacksonville V

1987/92

  53,975

Y

 

  2.9

   493

  13

    2

Y

Steel Bldg./Masonry Wall/Steel Roof

Orlando III

1975

  52,388

Y

 

  3.2

   496

   8

    2

N

Masonry Wall/Steel Roof

Orlando IV-W 25th St.

1984

  38,374

Y

 

  2.8

   347

   6

    1

Y

Steel Bldg/Steel Roof

Delray I-Mini

1969

  49,529

Y

 

  3.5

   437

   3

    1

Y

Masonry Wall/Concrete Roof

Delray II-Safeway

1980

  69,760

Y

 

  4.3

   705

  17

    1

Y

Masonry Wall/Concrete Roof

Tampa-E. Hillborough

1985

  84,220

Y

 

  5.3

   691

  16

    1

Y

Masonry Wall/Metal Roof

Ft. Myers-Mall

1991/94

  20,881

Y

 

  1.3

   230

   4

    1

Y

Masonry/Steel Roof

Indian Harbor-Beach

1985

  66,208

Y

 

  4.0

   713

  15

    1

N

Masonry Wall/Metal Roof

Hollywood-Sheridan

1988

130,663

Y

 

  7.0

1,172

  21

    1

Y

Masonry Wall/Concrete Roof

Pompano Beach-Atlantic

1985

  77,062

Y

 

  4.0

   923

  17

    1

N

Masonry Wall/Concrete Roof

Pompano Beach-Sample

1988

  64,167

Y

  3.6

   798

  14

    1

N

Masonry Wall/Metal Roof

Boca Raton-18th St.

1991

  87,782

Y

 

  6.2

   990

   8

    1

N

Masonry Wall/Metal Roof

Vero Beach

1997

  34,450

Y

 

  1.9

   321

   2

    1

N

Masonry Wall/Metal Roof

Hollywood-N. 21st

1987

  58,977

Y

 

  3.1

   710

  11

    1

Y

Masonry Wall/Metal Roof

Cocoa

1982

  75,205

Y

 

  2.5

   688

  12

    1

Y

Masonry Wall/Metal Roof

Plantation

1982

  42,311

Y

 

  2.9

   503

   4

1&2

Y

Masonry Wall/Metal Roof

  Georgia

     

85%

           

Savannah

1981

  72,580

Y

 

  5.4

   600

  11

    1

Y

Masonry Wall/Steel Roof

Atlanta-Metro I

1988

  69,860

Y

 

  3.9

   536

   5

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro II

1988

  45,300

Y

 

  3.9

   373

   6

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro III

1988

  56,945

Y

 

  5.3

   408

   9

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro IV

1989

  42,220

Y

 

  3.5

   308

   7

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro V

1988

  44,195

Y

 

  4.2

   284

   3

    1

Y

Masonry Wall/Tar & Gravel Roof

Atlanta-Metro VI

1986

  50,775

Y

 

  3.6

   443

   7

    1

Y

Steel Bldg./Steel Roof

Atlanta-Metro VII

1981

  38,870

Y

 

  2.5

   326

   9

    2

Y

Masonry Wall/Tar & Gravel Roof

Atlanta-Metro VIII

1975

  46,914

Y

 

  3.3

   432

   6

    2

Y

Masonry Wall/Tar & Gravel Roof

Augusta I

1988

  52,000

Y

 

  4.0

   398

  13

    1

Y

Steel Bldg./Steel Roof

Macon I

1989

  40,850

Y

 

  3.2

   347

  14

    1

Y

Steel Bldg./Steel Roof

Augusta II

1987

  46,325

Y

 

  3.5

   361

   4

    1

N

Masonry Wall/Steel Roof

Atlanta-Metro IX

1988

  56,106

Y

 

  4.6

   409

   6

    1

Y

Steel Bldg./Steel Roof

- 13 -

<PAGE>

                   

Atlanta-Metro X

1988

  48,635

Y

 

  6.8

   445

   9

    1

N

Steel Bldg./Steel Roof

Macon II

1989/94

  67,550

Y

 

14.0

   570

  11

    1

Y

Steel Bldg./Steel Roof

Savannah II

1988

  49,365

Y

 

  2.6

   458

   8

    1

Y

Masonry Wall/Steel Roof

Atlanta-Alpharetta

1994

  81,040

Y

 

  5.8

   560

   8

1&2

Y

Steel Bldg./Steel Roof

Atlanta-Marietta-Roswell

1996

  60,375

Y

 

  6.0

   448

   8

1&2

Y

Steel Bldg./Steel Roof

Atlanta-Doraville

1995

  68,415

Y

 

  4.9

   621

   8

1&2

Y

Steel & Masonry Bldg./Steel Roof

Ft. Oglethorpe

1989

  45,100

Y

 

  3.3

   443

   6

    1

Y

Masonry Wall/Metal Roof

Kingsland

1989

  66,829

Y

 

  4.1

   562

   12

    1

N

Masonry Wall/Metal Roof

  Louisiana

     

83%

           

Baton Rouge-Airline

1982

  71,720

Y

 

  2.5

   433

  12

    1

N

Masonry Wall/Metal Roof

Baton Rouge-Airline 2

1985

  44,895

Y

 

  2.8

   437

   9

    1

N

Masonry Wall/Steel Roof

Lafayette-Pinhook 1

1980

  56,625

Y

 

  3.2

   487

   7

    1

N

Masonry Wall/Metal Roof

Lafayette-Pinhook 2

1992/94

  47,025

Y

 

  2.4

   432

   2

    1

Y

Metal Wall/Metal Roof

Lafayette-Ambassador

1975

  33,860

Y

 

  2.0

   417

   3

    1

N

Masonry Wall/Shingle Roof

Lafayette-Evangeline

1977

  34,630

Y

 

  3.1

   347

   3

    1

Y

Masonry Wall/Metal Roof

Lafayette-Guilbeau

1994

  63,685

Y

 

  3.4

   598

   1

    1

N

Metal Wall/Metal Roof

  Maine

     

88%

           

Westbrook

1988

  45,940

Y

 

  5.9

   475

   7

    1

Y

Metal Wall/Metal Roof

Saco

1988

  53,750

Y

 

  4.2

   416

 12

    1

N

Masonry Wall/Metal Roof

  Maryland

     

90%

           

Salisbury

1979

  33,585

Y

 

  3.0

   416

  10

    1

N

Masonry Wall/Tar & Gravel Roof

Baltimore I-Frederick

1984

  21,233

Y

 

  1.9

   347

   2

    3

N

Masonry Wall/Shingled Roof

Baltimore II-Gaithersburg

1988

  60,645

Y

 

  2.2

   535

   2

    4

Y

Masonry Wall/Tar & Gravel Roof

Baltimore III-Landover

1990

  51,357

Y

 

  3.1

   666

   8

    1

Y

Steel Bldg./Steel Roof

  Massachusetts

     

81%

           

New Bedford

1982

  42,338

Y

 

  3.4

   376

   7

    1

N

Steel Bldg./Steel Roof

Springfield

1986

  53,614

Y

 

  4.7

   403

   5

    1

N

Masonry Wall/Shingle Roof

Salem

1979

  53,445

Y

 

  2.0

   500

   2

    2

Y

Steel Wall/Metal Roof

Boston-Metro I

1980

  37,805

Y

 

  2.0

   405

   3

    2

Y

Masonry Wall/Tar & Gravel Roof

Boston-Metro II

1986

  38,710

Y

 

  3.6

   456

   8

    2

N

Masonry Wall/Tar & Gravel Roof

- 14 -

<PAGE>

                   

N. Andover

1989

  44,585

Y

 

  3.0

   534

   1

    3

N

Masonry & Metal Wall/Metal Roof

Dracut

1986

  45,926

Y

 

  5.0

   403

 11

    1

N

Masonry Wall/Metal Roof

Methuen

1984

  50,640

Y

 

  3.4

   383

   6

    1

N

Masonry Wall/Metal Roof

Plymouth

1996

  92,063

N

 

  7.7

   750

 14

    1

N

Metal Wall/Metal Roof

Sandwich

1984

  48,000

N

 

  4.9

   362

   8

    1

N

Metal Wall/Metal Roof

  Michigan

     

77%

           

Grand Rapids II

1983

  43,500

Y

 

  8.0

   388

   6

    1

N

Masonry & Steel Walls

Holland

1978

  53,100

Y

 

13.6

   434

  18

    1

Y

Masonry Wall/Steel Roof

Holland-Paw Paw

1978

  58,680

Y

 

  5.3

   364

   8

    1

Y

Masonry Wall/Steel Roof

Waterford-Highland

1978

136,611

Y

 

16.6

1,664

  16

    1

Y

Masonry Wall/Metal Roof

  Mississippi

     

90%

           

Jackson I

1990

  42,100

Y

 

  2.0

   351

   6

    1

Y

Masonry/Steel Roof

Jackson II

1990

  38,761

Y

 

  2.1

   306

   9

    1

Y

Masonry/Steel Roof

Jackson III-155

1995

  61,848

Y

 

  1.3

   420

   2

    1

N

Metal Wall/Metal Roof

Jackson-N. West

1984

  57,557

Y

 

  5.2

   480

  13

    1

Y

Masonry Wall/Metal Roof

 New Hampshire

     

87%

           

Salem-Policy

1980

  62,025

Y

 

  8.7

   545

   9

    1

Y

Masonry Wall/Metal Roof

  New York

     

84%

           

Middletown

1988

  33,865

Y

 

  2.8

   337

   4

    1

N

Steel Bldg./Steel Roof

Buffalo I

1981

  75,970

Y

 

  5.1

   524

  10

    1

Y

Steel Bldg./Steel Roof

Rochester I

1981

  41,834

Y

 

  2.9

   406

   5

    1

Y

Steel Bldg./Steel Roof

Rochester II

1980

  29,510

Y

 

  3.5

   242

   9

    1

N

Masonry Wall/Shingle Roof

Buffalo II

1984

  54,165

Y

 

  6.2

   417

  12

    1

Y

Steel Bldg./Steel Roof

Syracuse 1

1987

  77,385

Y

 

  7.5

   666

  16

    1

N

Steel Bldg./Steel Roof

Syracuse II

1983

  67,824

Y

 

  3.6

   544

  10

    1

Y

Steel Bldg./Shingled Roof

Rochester III

1990

  66,784

Y

 

  2.7

   495

   1

    1

N

Masonry Wall/Shingle Roof

Harriman

1989/95

  74,340

Y

 

&n