SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended DecemberJune 29, 19961997
Commission file number 0-21294
Aseco Corporation
(Exact name of registrant as specified in its charter)
Delaware 04-2816806
(State or other jurisdiction of (I.R.S.Employer(I.R.S. Employer Identification No.)
incorporation or organization)
500 Donald Lynch Boulevard, Marlboro, Massachusetts 01752
(Address of principal executive offices)
(508)481-8896
(Registrant's telephone number, including area code)
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 .days.
Yes X No
--------- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock,as of DecemberJune 29, 1996.1997.
Common Stock, $.01 par value 3,641,3003,672,017
(Title of each class) (Number of shares)
ASECO CORPORATION
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets (unaudited)
at DecemberJune 29, 19961997 and March 31, 199630, 1997 3
Condensed Consolidated Statements of IncomeOperations (unaudited)
for the three months ended June 29, 1997
and nine months ended
December 29,June 30, 1996 and December 31, 1995 4
Condensed Consolidated Statements of Cash Flows (unaudited)
for the ninethree months ended DecemberJune 29, 19961997 and
December 31, 1995June 30, 1996 5
Notes to Condensed Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures
12
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
ASECO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share and per share data) December(IN THOUSANDS, EXCEPT SHARE DATA) June 29, 1997 March 31,
1996 199630, 1997
ASSETS
Current Assets
Cash and cash equivalents $ 14,245 $ 14,083$7,532 $14,082
Accounts receivable, less allowance
forFor doubtful accounts of $410$526,000 at
DecemberJune 29, 19961997 and $397$407,000 at
March 31, 1996 8,474 12,34630, 1997 9,847 9,153
Inventories, net 8,999 7,05912,002 9,238
Prepaid expenses and other current
assets 1,549 864
--------- --------1,953 1,414
------- -------
Total current assets 33,267 34,35231,334 33,887
Plant and equipment, at cost 4,825 4,1876,092 5,179
Less accumulated depreciation and
amortization 2,726 2,176
--------- --------
2,099 2,0113,156 2,952
------- -------
2,936 2,227
Other assets, net 396 318
--------- --------
$ 35,762 $ 36,681
========= ========2,566 526
------- -------
$36,836 $36,640
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Line of credit $81 $--
Accounts payable $ 1,595 $ 3,4415,494 2,091
Accrued expenses 2,672 3,9233,907 2,608
Income taxes payable 274 476453 321
Current portion of capital lease
obligations 13 13
--------- ---------------- -------
Total current liabilities 4,554 7,8539,948 5,033
Deferred taxes payable 493 370465 465
Long-term capital lease obligations 32 4235 29
Stockholders' equity
Preferred stock, $.01 par value,
1,000,000 sharesShares authorized, none
issued and outstanding --- ---
Common stock, $.01 par value: Authorized
15,000,000 shares,Shares, issued and
outstanding 3,641,3003,672,017 and 3,611,5013,664,519
shares at DecemberJune 29, 19961997 and
March 31, 1996,30, 1997, respectively 36 3637 37
Translation adjustment 12
Additional paid in capital 17,456 17,23417,645 17,642
Retained earnings 13,191 11,146
-------- --------8,694 13,434
------- -------
Total stockholders' equity 30,683 28,416
-------- --------
$ 35,762 $ 36,681
========= ========26,388 31,113
------- -------
$36,836 $36,640
======= =======
See notes to condensed consolidated financial statements
ASECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS
(unaudited)
(in thousands, except share and per share data)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Three months ended
Nine months ended
------------------------------ -------------------------------
December 29, December 31, December 29, December 31,June 29,1997 June 30, 1996
1995 1996 1995
- -------------------------------------------------------------------------------
Net sales $ 6,722 $ 10,998 $ 26,712 $ 29,875$8,865 $11,001
Cost of sales 3,595 5,433 14,013 15,0474,820 5,614
------- -------- -------- ---------------
Gross profit 3,127 5,565 12,699 14,8284,045 5,387
Research and 1,287 1,228 3,798 3,453
development costs1,356 1,235
Selling, general 1,713 2,640 6,381 6,807
and administrative
expense 2,473 2,406
Acquired in-process research
and development 4,900 ---
------- -------
------- -------
expenses
Income (loss) from operations 127 1,697 2,520 4,568(4,684) 1,746
Other income (expense):
Interest income 166 153 489 388169 158
Interest expense (6) (1) (1) (5) (12)
------- -------
------- -------
165 152 484 376
------- -------163 157
------- -------
Income (loss) before income taxes 292 1,849 3,004 4,944(4,521) 1,903
Income tax expense 58 684 959 1,800
------- -------219 628
------- -------
Net income $ 234 $ 1,165 $ 2,045 $ 3,144(loss) $(4,740) $1,275
======== =======
======== ======== ========
Earnings (loss) per share $ .06 $ .31 $ .55 $ .83($1.29) $.34
======== =======
======== ======== ========
Weighted average common
shares and common
equivalent shares
outstanding 3,711,000 3,801,000Shares used in computing
earnings (loss) per share 3,665,000 3,708,000 3,782,000
See notes to condensed consolidated financial statements
ASECO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
NineThree months ended
December 29, December 31,June 29,1997 June 30, 1996 1995
Operating activitiesactivities:
Net income $ 2,045 $ 3,144(loss) $(4,740) $1,275
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 679 545
Deferred income taxes (162) --269 222
Acquired in-process research
and development 4,900
Changes in assets and liabilities:
Accounts receivable 3,872 (1,457)64 572
Inventories, net (1,940) (452)(1,990) (1,215)
Prepaid expenses and other current assets (400) (32)(327) (321)
Accounts payable and accrued expenses (3,097) 1,6182,123 (319)
Income taxes payable (137) 941132 318
------- -------
Total adjustments (1,185) 1,1635,171 (743)
------- -------
Cash provided by operating activities 860 4,307431 532
Investing activities:
Acquisitions net of cash acquired (6,079) --
Acquisition of plant and equipment (638) (445)(457) (178)
Increase in software development costs
and other assets (207) (40)(50) (121)
------- -------
Cash used in investing activities (845) (485)(6,586) (299)
Financing activities:
Net proceeds from issuance of common
stock 157 476
Reductions3 109
Payments on working capital line of
credit (395)
Payments of long-term capital lease
obligations (10) (8)(4) (3)
------- -------
Cash used/provided by financing
activities 147 468(396) 106
------- -------
Net increase (decrease)
in cash and cash equivalents 162 4,290(6,551) 339
Effect of exchange rate changes on cash 1 --
Cash and cash equivalents at the beginning
of period 14,082 14,083 9,301
------- -------
Cash and cash equivalents at the end of
period $ 14,245 $ 13,591
======== ========Period $7,532 $14,422
======= =======
See notes to condensed consolidated financial statements
ASECO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINETHREE MONTHS ENDED DECEMBERJUNE 29, 19961997
1. The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
and nine-month periodsthree-
month period ended DecemberJune 29, 19961997 are not necessarily indicative of the results
that may be expected for the year ended March 30, 1997.29, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year
ended March 31, 1996.30, 1997.
2. The computations of earnings per share are based on the weighted average
number of outstanding shares of common stock and common equivalent shares
(using the treasury stock method). Fully diluted earnings per share have not
been separately presented as the amount does not differ significantly from
primary earnings per share.
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement No. 128 "Earnings Per Share" which is required to be adopted for the
quarter ending December 28, 1997. At that time, the Company will be required
to change the method currently used to compute earnings per share and to
restate all prior periods. Under the new requirements for calculating primary
earnings per share, the dilutive effect of stock options will be excluded.
For the comparative first quarters ended June 29, 1997 and June 30, 1996,
earnings (loss) per share pursuant to Statement 128 would have been:
June 29, 1997 June 30, 1996
Basic earnings (loss) per share ($ 1.29) $.35
Weighted average shares outstanding 3,665,000 3,619,000
Diluted earnings (loss) per share ($ 1.29) $.34
Weighted average common and common
equivalent shares 3,665,000 3,708,000
3. Inventories: Inventories consisted of:
(in thousands)
DecemberJune 29, 1997 March 31,
1996 199630, 1997
Raw Material $ 4,958 $ 3,491$7,308 $4,996
Work in Process 1,409 2,2182,556 1,612
Finished Goods 2,632 1,350
-------- --------
$ 8,999 $ 7,059
======== ========2,138 2,630
------- -------
$12,002 $9,238
======= =======
4. On April 1, 1996,May 23, 1997, the Company adoptedacquired 100% of the outstanding stock of
Western Equipment Developments (Holdings) Ltd. ("WED") for approximately
$6,000,000 in cash. WED designs, manufactures and markets integrated circuit
wafer handling robot systems used to load, sort and transport wafers during
the inspection stage of the semiconductor manufacturing process. The
acquisition was accounted for as a purchase and accordingly, the results of
operations of the acquired business have been included in the Company's
consolidated financial
statements commencing May 23, 1997. In connection with the acquisition, the
Company allocated a portion of the purchase price to in-process research and
development which resulted in a one-time charge to operations of approximately
$4.9 million. The following table summarizes the unaudited pro-forma
consolidated results of operations as if the acquisition had been made at the
beginning of each of the periods presented:
Quarter Ended
June 29, 1997 June 30, 1996
Net sales $9,894 $11,970
Net income (6,129) (4,181)
Earnings per share $(1.67) $(1.15)
5. In July 1997, the Financial Accounting StandardStandards Board (FASB) issued
Statement No. 121 "Accounting130 "Reporting Comprehensive Income" which is required to be
adopted for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" which establishes criteria for the recognition and
measurement of impairment loss associated with long-lived assets. Adoptionquarter ending June 28, 1998. The adoption of this standard
didis not expected to have a material impact on the Company's financial position
or results of operations.
5. On April 15, 1996,6. In July 1997, the Company loanedFinancial Accounting Standards Board (FASB) issued
Statement No. 131 "Disclosure About Segments of an executive officerEnterprise and Related
Information" which is required to be adopted for the quarter ending June 28,
1998. The adoption of the
Company $140,000. The loan bears interest at the rate of 5.33% per annum,
compounded annually, andthis standard is due and payable in fullnot expected to have a material impact
on the earlierCompany's financial position or results of the
termination of the executive officer's employment with the Company or April
15, 1999. The loan is secured by shares of the Company's common stock owned
by the executive officer.
6. On August 15, 1996, the Board of Directors adopted a Stockholder Rights
Plan. Pursuant to the Stockholder Rights Plan, each share of common stock has
an associated right. Under certain circumstances, each right entitles the
holder to purchase from the Company one one-thousandth of a share of junior
preferred stock at an exercise price of $55.00 per one one-thousandth of a
share, subject to adjustment.
The rights are not exercisable and cannot be transferred separately from the
common stock until ten days after a person acquires or obtains the right to
acquire 15% or more or makes a tender offer for 30% or more of the Company's
common stock. Upon exercise, each right will entitle the holder to purchase,
at the right exercise price, common stock having a value of two times the
exercise price of the right. In addition, if the Company is either (i)
acquired in a merger or other business combination in which the Company is not
the surviving entity, or (ii) sells or transfers 50% or more of its assets or
earning power to another party, each right will entitle its holder to
purchase, upon exercise, common stock of the acquiring Company having a value
equal to two times the exercise price of the right.
The rights have certain anti-takeover effects, in that they would cause
substantial dilution to a person or group that attempts to acquire a
significant interest in the Company on terms not approved by the Board of
Directors. The rights expire on August 15, 2006 but may be redeemed by the
Company for $.01 per right at any time prior to the tenth day following a
person's acquisition of 15% or more of the Company's common stock. So long as
the rights are not separately transferable, the Company will issue one right
with each new share of common stock issued.operations.
Item 22.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Three and Nine months ended DecemberJune 29, 1996
RESULTS OF OPERATION1997
Results of Operations
Net sales for the first nine monthsquarter of fiscal 19971998 decreased 11%19% to $26.7$8.9 million
compared to $29.9$11.0 million for the first nine months of fiscal 1996.
Net sales for the third quarter of fiscal 1997 decreased 39% to approximately
$6.7 million versus $11 million for the same quarter last year.1997. The decrease
in net sales between the two third quarter periods resulted from a decline in
the number of units shippedfewer unit shipments during the thirdfirst quarter of
fiscal 1998 compared to the first quarter of fiscal 1997 as a result of an
industry wide market downturn.
The impact of the unit decrease
was partially offset by higher average selling prices across most models which
was attributable to added automation features and other product enhancements.
International sales represented approximately 50%35% of net sales for the first
nine monthsquarter of fiscal 19971998 versus 40%62% in the first nine months of fiscal 1996.
International sales represented approximately 36% of net sales in the third
quarter of fiscal 1997 versus 42%1997. The
decrease in international sales as a percentage of total sales resulted from
several domestic customers, who had curtailed ordering activity over the past
year as a result of unfavorable market conditions, placing orders in the thirdfirst
quarter of fiscal 1996.1998. International sales for the first quarter of fiscal
1998 were $3.1 million versus $6.9 million for the first quarter of fiscal
1997. Approximately 75%59% of all international sales were to customers located
in the Pacific Rim region.
Gross margin for the first nine monthsquarter of fiscal 19971998 was 48%46% compared to 50%49% in
the same periodquarter last year. Gross margin inThe decline resulted from volume discounts
associated with several large orders shipped during the thirdfirst quarter of
fiscal 1997 was 47% compared to 51% in the third quarter1998 and from a higher mix of fiscal 1996. The lower margin percentages were the result of manufacturing overhead spending
declining at a slower rate thanproduct sales reflecting the Company's view that
investments in manufacturing capacity should be based on a long term plan
rather than the operating results of individual quarters.during such
quarter.
Research and development expenses increased 10% to $3.8$1.4 million in the first
nine months of fiscal 1997 from $3.5 million in the first nine months of
fiscal 1996. Research and development expenses increased 5% in the third
quarter of fiscal 1997 to $1.3 million1998 from $1.2 million in the thirdfirst quarter of fiscal 1996.1997.
Research and development expenses also increased as a percentage of sales to
19%15% in the thirdfirst quarter of fiscal 1998 from 11% in the first quarter of
fiscal 1997 due to increased research and development spending and the decline
in net sales. The increase in research and development spending resulted from
11%the Company's efforts to complete a new test handler model for introduction
in July 1997. Despite the decline in net sales, the Company is committed to
maintaining its development spending at planned levels regardless of
fluctuations in the thirdmarket.
During the first quarter of fiscal 1996 reflecting1998, the Company's commitmentCompany also recorded a one-time
charge to a long
rangeearnings of $4.9 million for acquired in-process research and
development program notwithstanding fluctuations in net
sales.related to the Company's acquisition of Western Equipment
Developments Holdings ("WED") (See Note 4 to the Condensed Consolidated
Financial Statements included herein).
Selling, general and administrative expenses for the first nine monthsquarter of fiscal
19971998 were $6.4$2.5 million down 6%, versus $6.8$2.4 million infor the first nine
monthsquarter of fiscal
1996.1997. Selling, general and administrative expenses foralso increased as a
percentage of sales to 28% in the thirdfirst quarter of fiscal 1998 from 22% in the
first quarter of fiscal 1997. The increase in selling, general and
administrative expenses was due primarily to the Company's establishment of an
office in Singapore to provide spares and service support and technical
assistance and training.
Operating loss in the first quarter of fiscal 1998 was $4.7 million versus
operating income of $1.7 million in the first quarter of fiscal 1997. The
operating loss of $4.7 million was attributable to the one-time charge to
earnings of $4.9 million relating to the acquired in-process research and
development associated with the acquisition of WED.
The effective tax rate increased from 33% in the first quarter of fiscal 1997
were $1.7 million, downto 35% from $2.6 million in the same quarter last year. The quarterly spending decrease was primarily the
result of a decrease in sales commissions earned during the thirdfirst quarter of fiscal 1997 resulting from lower net sales and,1998 due primarily to a lesser extent, athe decrease
in commission rates resulting from the higher percentage of domesticinternational sales, which earnedare generally taxed at a lower
commission rates.rate. The quarterly spending decrease was also
due to a reduction in personnel related expenses undertakenone-time charge of $4.9 million incurred by the Company in light of the industry-wide market downturn.
Operating income in the
first nine months of fiscal 1997 was $2.5 million
compared to $4.6 million in the first nine months of fiscal 1996, a decrease
of approximately 45%. Operating income in the third quarter of fiscal 1997
decreased approximately 93% to $127,000 from $1.7 million in1998 for acquired in-process research and development
is not deductible for tax purposes and therefore had no impact on the
third
quarter of fiscal 1996.
TheCompany's effective tax rate for the first nine months of fiscal 1997 was 32% versus 36% in
the same period last year. The tax rate for the third quarter of fiscal 1997
was 20% versus 37% in the same quarter last year. The decrease in the third
quarter tax rate is primarily due to increased international sales which are
taxed at a lower tax rate coupled with the anticipated benefit to be realized
from research and development tax credits as the Company accelerated spending
on qualified development projects.1998.
As a result of the foregoing, net incomeloss for the first nine monthsquarter of fiscal 19971998
was $2.0$4.7 million, or $.55$1.29 per share, as compared to $3.1net income of $1.3
million, or $.83$.34 per share, for the first nine months of fiscal 1996. Net income for the
third quarter of fiscal 1997 was $234,000, or $.06 per share, versus $1.2
million, or $.31 per share, for the third quarter of fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES1997.
Liquidity and Capital Resources
The Company ended the thirdfirst quarter of fiscal 19971998 with a cash position of
approximately $14.2$7.5 million. Additionally, the Company hashad an unsecured line
of credit with a bank in the amount of $5.0 million against which there were
no borrowings at the end of the thirdfirst quarter of fiscal 1997.1998.
The Company generated approximately $860,000$431,000 of cash from operations during the first
nine monthsquarter of fiscal 1998. Accounts receivable increased approximately $700,000
in the first quarter of fiscal 1998 because of an increase in net sales from
the fourth quarter of fiscal 1997. Accounts receivable decreased
approximately $3.9 million in the first nine months of fiscal 1997 due to the
decrease in net sales. Inventory increased approximately $1.9$2.8
million during the first nine monthsquarter of fiscal 1997 and remained relatively consistent1998 as the result of the Company
beginning to purchase inventory for the production of its first units of a
newly introduced test handler coupled with the prior quarter. The year to dateinclusion of WED's inventory increase is due toas
a result of the Company's strategic decision to build machines beyond forecasted demandacquisition. Accounts payable and accrued expense increased
approximately $4.9 million as a result of both increases in order to bematerial receipts
and the inclusion of WED's current liabilities in a position to take advantage of latethe first quarter changes in
customer demand and product mix.fiscal
1998 balance sheet.
The Company used $638,000approximately $6.6 million in cash during the first nine monthsquarter
of fiscal 19971998, most of which was used to fund the Company's acquisition of
WED. Additionally, the Company spent approximately $457,000 on capital
equipment purchases and $207,000$50,000 to fund internal software development costs.
The Company expects that its investment in
capital equipment in fiscal 1997 will be greater than in fiscal 1996.
The Company generatedused cash from financing activities in the first nine monthsquarter of fiscal
19971998 of $147,000,$396,000, primarily from employee stock purchases under the
Company's employee stock plans.to pay down WED's outstanding working line of
credit.
The Company believes that funds generated from operations, existing cash
balances and available borrowing capacity will be sufficient to meet the
Company's cash requirements for at least the next twelve months.
CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OFCautionary Statement for Purposes of "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995
The Company's future results are difficult to predict and may be affected by a
number of important risk factors including, but not limited to, the factors
listed in the Company's Annual Report on Form 10K for the fiscal year ended
March 31, 1996.30, 1997. The Company wishes to caution readers that those important
factors, in some cases, have affected, and in the future could affect, the
Company's actual consolidated quarterly or annual operating results and could
cause those actual consolidated quarterly or annual operating results to
differ materially from those expressed in any forward looking statements made
by, or on behalf of, the Company.
ASECO CORPORATION
PART II - OTHER INFORMATION
Item 1. Legal Proceedings:
None.
Item 2. Changes in Securities:
Effective as of January 2, 1997, the Company appointed American
Stock Transfer & Trust Company to replace State Street Bank and Trust Company
as its Transfer Agent and as the Rights Agent under its shareholder rights
plan. In connection with such appointment, the Company and American Stock
Transfer & Trust Company amended the Rights Agreement dated as of August 15,
1996 to lower the level of capital required for the Rights Agent from $50
million to $10 million.None.
Item 3. Defaults upon Senior Securities:
None.
Item 4. Submissions of Matters to a Vote of Security Holders:
Item 5. Other Information:
None.
Item 6. Exhibits and reports on Form 8-K:
a. See Exhibit IndexExhibits - None
b. There were no reportsThe Company filed a report on Form 8-K filed for the three months
ended December 29, 1996.
EXHIBIT INDEX
Exhibit Number Description
4.2 Rights Agreement dated August 15, 1996 between the Company
and State Street Bank & Trust Company as Rights Agent as
filed on the Company's Registration Statement on Form 8-A
with the Securities and
Exchange Commission on August 28, 1996 and incorporated
herein by reference.
4.3 Amendment Number One to Rights Agreement dated January 2,
1997 between the Company and American Stock Transfer
& Trust Company.
10.14 Promissory Note between the Company and Sebastian J.
Sicari dated April 15, 1996.
10.15 Pledge Agreement between the Company and Sebastian J.
Sicari dated April 15, 1996.May 30, 1997.
ASECO CORPORATION
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.
Signature Title Date
/s/ Carl S. Archer, Jr. President and Chief Executive February 12,August 13, 1997
- ----------------------------------------------- Officer (principal executive
Carl S. Archer, Jr. officer)
/s/ Sebastian J. Sicari Vice President, Finance and February 12,August 13, 1997
- ----------------------------------------------- Administration, Chief Financial
Sebastian J. Sicari Officer, Treasurer (principal
financial and accounting officer)