National Bancshares 10-Q 2001 Q2 Quarterly report

TABLE OF CONTENTS

Part I. Financial Information
Item 1. Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
	Item 4. Submission of matters to a vote of security holders
	Item 6. Exhibits and Reports on Form 8-K
Signatures

UNITED STATES
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 Quarterly Period Ended June 30, 2001

Commission File Number 0-14773

NATIONAL BANCSHARES CORPORATION

Ohio	34-1518564
State of incorporation	IRS Employer
	Identification No.

112 West Market Street, Orrville, Ohio 44667
Address of principal executive offices

Registrant’s telephone number:(330) 682-1010

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 the number of shares outstanding of each of the registrant’s classes of common stock, as of August 1, 2001:

Common Stock, Without Par Value: 2,226,668 Shares Outstanding

National Bancshares Corporation

Index

			Page
			Number
Part I. Financial Information
	Item 1. Financial Statements
		Consolidated Balance Sheets
		as of June 30, 2001 and
		December 31, 2001 (Unaudited)		3
		Consolidated Statements of Income
		and Comprehensive Income for the
		three and six months ended
		June 30, 2001 and 2000
		(Unaudited)		4
		Consolidated Statements of Cash Flows
		for the six months ended
		June 30, 2001 and 2000
		(Unaudited)		5
		Note to Consolidated Financial
		Statements (Unaudited)		6
	Item 2. Management’s Discussion and Analysis
		of Financial Condition and
		Results of Operations		7 - 10
	Item 3. Quantitative and Qualitative Disclosures About
		Market Risk		10
Part II. Other Information				10
	Item 1. Legal Proceedings — None
	Item 2. Changes in Securities and use of proceeds — None
	Item 3. Defaults Upon Senior Securities — None
	Item 4. Submission of matters to a vote of
		security holders
	Item 5. Other Information — None
	Item 6. Exhibits and Reports on Form 8-K
Signatures				11

2

NATIONAL BANCSHARES CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
					6/30/01			12/31/00
ASSETS
Cash and due from banks					$	6,728,913		$	7,077,797
Federal funds sold						4,250,000			8,135,000
	Total cash and cash equivalents					10,978,913			15,212,797
Interest bearing deposits with banks						1,991,679			1,989,440
Securities available for sale (at fair value)						51,322,092			20,168,513
Securities held to maturity						16,026,044			47,852,539
			Fair value June 30, 2001 - $16,586,000;
			December 31, 2000 - $48,518,000
Federal bank stock						1,001,400			975,800
Loans:
	Commercial					47,390,795			43,635,606
	Real estate mortgage					55,257,509			55,820,790
	Installment					8,886,319			9,698,848
Total loans						111,534,623			109,155,244
Less: Unearned income						206,212			260,446
				Allowance for loan losses		1,344,812			1,343,124
Loans, net						109,983,599			107,551,674
Accrued interest receivable						1,448,361			1,492,613
Premises and equipment						2,927,129			2,621,483
Other assets						2,627,634			2,927,847
TOTAL					$	198,306,851		$	200,792,706
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
	Demand				$	27,154,338		$	28,236,689
	Savings and N.O.W.s					72,957,190			70,400,876
	Time					59,349,338			63,376,020
Total deposits						159,460,866			162,013,585
Securities sold under repurchase agreements						3,052,324			3,949,485
Federal reserve note account						1,000,000			615,298
Federal Home Loan Bank advances						2,836,980			3,446,086
Accrued interest payable						731,606			840,304
Other liabilities						1,069,264			988,619
Total liabilities						168,151,040			171,853,377
SHAREHOLDERS’ EQUITY
	Common stock — without par value; 6,000,000 shares
		authorized; 2,289,528 shares issued				11,447,640			11,447,640
		Additional paid-in capital				4,689,800			4,689,800
		Retained earnings				14,893,148			14,292,805
		Accumulated other comprehensive income (loss)				639,517			(127,139	)
		Less: Treasury shares (at cost): 62,860 and 51,384 shares as of June 30, 2001 and December 31, 2000				(1,514,294	)		(1,363,777	)
Total shareholders’ equity						30,155,811			28,939,329
TOTAL					$	198,306,851		$	200,792,706

See note to consolidated financial statements

3

NATIONAL BANCSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME (Unaudited)				Three months ended					Six months ended
				6/30/01			6/30/00		6/30/01			6/30/00
INTEREST AND DIVIDEND INCOME:
	Loans, including fees			$	2,242,458		$	2,280,906	$	4,628,596		$	4,436,796
	Federal funds sold				105,046			84,776		266,392			134,898
	Securities:
		Taxable			813,754			851,214		1,627,257			1,714,186
		Nontaxable			259,310			286,486		523,035			573,567
			Total interest and dividend income		3,420,568			3,503,382		7,045,280			6,859,447
INTEREST EXPENSE:
	Deposits				1,281,672			1,141,685		2,617,142			2,235,832
	Short-term borrowings				25,355			37,739		67,363			71,434
	Federal Home Loan Bank advances				47,127			100,364		99,045			190,090
			Total interest expense		1,354,154			1,279,788		2,783,550			2,497,356
			Net interest income		2,066,414			2,223,594		4,261,730			4,362,091
PROVISION FOR LOAN LOSSES					15,000			25,000		30,000			62,500
Net interest income after provision for loan losses					2,051,414			2,198,594		4,231,730			4,299,591
NONINTEREST INCOME
	Checking account fees				162,818			140,014		312,771			275,140
	Gain on sale of loans				16,250			—		43,750			—
	Securities gains, net				97,003			—		97,003			—
	Other				73,138			66,209		146,326			134,009
			Total noninterest income		349,209			206,223		599,850			409,149
NONINTEREST EXPENSE:
	Salaries and employee benefits				887,688			842,092		1,751,177			1,672,896
	Data processing fees				159,757			176,065		312,107			356,604
	Net occupancy expense				52,342			52,823		116,147			110,749
	Depreciation — furniture and fixtures				66,254			81,492		133,567			162,746
	Franchise taxes				77,756			75,547		160,256			152,774
	Maintenance and repairs				49,424			44,036		93,319			85,842
	Other expenses				339,755			369,926		683,921			687,164
			Total noninterest expense		1,632,976			1,641,981		3,250,494			3,228,775
INCOME BEFORE INCOME TAXES					767,647			762,836		1,581,086			1,479,965
Income tax expense					172,502			161,919		359,762			307,612
NET INCOME					595,145			600,917		1,221,324			1,172,353
OTHER COMPREHENSIVE INCOME:
	Unrealized appreciation (depreciation) in
		fair value of securities available for sale, net of tax			184,401			33,741		696,311			(203,047	)
	Reclassification adjustment for realized gains included in earnings, net of tax				(64,022	)				(64,022	)
	Cumulative effect of adopting SFAS No. 133				—			—		134,368			—
COMPREHENSIVE INCOME				$	715,524		$	634,658	$	1,987,981		$	969,306
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING					2,233,212			2,241,338		2,236,060			2,240,308
BASIC EARNINGS PER COMMON SHARE				$	0.27		$	0.27	$	0.55		$	0.52
DIVIDENDS DECLARED PER COMMON SHARE				$	0.13		$	0.12	$	0.26		$	0.24

See note to consolidated financial statements

4

NATIONAL BANCSHARES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)				Six Months Ended
				6/30/01			6/30/00
Cash Flows From Operating Activities:
Net Income				$	1,221,324		$	1,172,353
Adjustments to Reconcile Net Income
	to Net Cash Provided by Operating Activities
	Depreciation and Amortization, net of Accretion				110,037			192,494
	Federal Home Loan Bank Stock Dividend				(25,600	)		(22,800	)
	Gain on Sale of Loans				(43,750	)		—
	Provision for Loan Losses				30,000			62,500
	Net Security Gains				(97,003	)		—
	Proceeds from Sale of Loans				1,598,277			—
	Changes in Other Assets and Liabilities				(80,942	)		(63,380	)
Net Cash From Operating Activities					2,712,343			1,341,167
Cash Flows From Investing Activities:
	Securities Held to Maturity
		Proceeds from Maturities and Repayments			1,884,750			2,113,180
		Purchases			(504,500	)		(169,500	)
	Securities Available for Sale
		Proceeds from Maturities and Repayments			12,934,612			500,000
		Proceeds from Sales			134,171			—
		Purchases			(12,418,244	)		—
	Capital Expenditures				(490,909	)		(57,319	)
	Net Change in Loans to Customers				(4,016,452	)		(6,338,691	)
Net Cash From Investing Activities					(2,476,572	)		(3,952,330	)
Cash Flows from Financing Activities:
	Net Change in Demand and Savings Accounts				1,473,963			(3,753,924	)
	Net Change in Time Deposits				(4,026,682	)		1,871,451
	Net Change in Short-Term Borrowings				(512,459	)		1,383,819
	Proceeds from Federal Home Loan Bank Advances				—			1,000,000
	Repayments on Federal Home Loan Bank Advances				(609,106	)		(570,875	)
	Dividends Paid				(604,468	)		(671,462	)
	Dividends Reinvested				47,351			132,110
	Purchase of Treasury Shares				(238,254	)		(91,875	)
Net Cash From Financing Activities					(4,469,655	)		(700,756	)
Net Change in Cash and Cash Equivalents					(4,233,884	)		(3,311,919	)
Beginning Cash and Cash Equivalents					15,212,797			17,308,351
Ending Cash and Cash Equivalents				$	10,978,913		$	13,996,432
Supplemental Disclosures
	Cash Paid for Interest			$	2,892,248		$	2,427,728
	Cash Paid for Income Taxes			$	410,000		$	250,000
	Non-cash Items:
			Securities Transferred from Held to Maturity to Available for Sale	$	134,368			—

See note to consolidated financial statements.

5

National Bancshares Corporation
Note to Consolidated Financial Statements (Unaudited)

Note 1. Basis of Presentation

      The accompanying consolidated financial statements include the accounts of National Bancshares Corporation (the “Company”) and its wholly owned subsidiary, First National Bank, Orrville, Ohio (the “Bank”). All significant intercompany transactions and balances have been eliminated. The consolidated balance sheet as of June 30, 2001, the consolidated statements of income and comprehensive income for the three and six month periods ended June 30, 2001 and 2000, and the consolidated statements of cash flows for the six month periods ended June 30, 2001 and 2000 have been prepared by the Company without audit. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

      The consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These statements should be read in conjunction with the consolidated financial statements and footnotes in the Company’s annual report on Form 10-K for the year ended December 31, 2000. Operating results for the six months ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001.

      To prepare financial statements in conformity with generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, fair values of financial instruments and fair values of certain securities are particularly subject to change.

      The Company provides a broad range of financial services to individuals and companies in northern Ohio. While the Company’s chief decision makers monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all the Company’s banking operations are considered by management to be aggregated in one reportable operating segment.

      In January 2001, the Company adopted a new accounting standard, Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended by SFAS No. 137. As a result, the Company transferred securities with an amortized cost of approximately $30.5 million and a fair value of approximately $30.7 million from the held to maturity to the available for sale category to allow hedging of those securities in the future if deemed beneficial. The transfer had a positive impact on the company’s other comprehensive income and shareholders’ equity, net of taxes, of approximately $134 thousand.

      In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 141, “Business Combinations”. SFAS No. 141 requires all business combinations within its scope to be accounted for using the purchase method, rather than the pooling-of-interests method. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. The adoption of this Statement will only impact the Company’s financial statements if it enters into a business combination.

      Also in June 2001, the FASB issued SFAS No. 142, “Goodwill and Other Intangible Assets”, which addresses the accounting for such assets arising from prior and future business combinations. Upon the adoption of this Statement, goodwill arising from business combinations will no longer be amortized, but rather will be assessed regularly for impairment, with any such impairment recognized as a reduction to earnings in the period identified. Other identified intangible assets, such as core deposit intangible assets, will continue to be amortized over their estimated useful lives. The Company is required to adopt this Statement on January 1, 2002 and early adoption is not permitted. The Company has not yet assessed the impact of this Statement on its financial statements.

6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

      FORWARD-LOOKING INFORMATION

      The Company cautions that any forward-looking statements contained in this report, in a report incorporated by reference to this report or made by management of the Company, involve risk and uncertainties, and are subject to change based on various important factors. Actual results could differ materially from those expressed or implied. Additionally, the Company claims no notification responsibilities should their opinions change from those expressed herein.

      FINANCIAL CONDITION

      Balance Sheets

      Total assets decreased $2.5 million or 1.2% from 12/31/00. Federal funds sold decreased $3.9 million or 47.8% due to loan demand and lower deposit levels. As noted in the note to the consolidated financial statements, in January 2001 the Company transferred $30.5 million (amortized cost) of securities classified as held to maturity to available for sale. Net loans increased $2.4 million or 2.3% due to increased demand for commercial loans. Real estate mortgages decreased $.6 million mainly due to $1.6 million in mortgage loans sold during the first half of 2001.

      The carrying amounts and estimated fair values of securities are summarized as follows:

		June 30, 2001
				Gross		Gross
		Amortized		Unrealized		Unrealized		Fair
		Cost		Gains		Losses		Value
Available for Sale:
U.S. Government and federal agency		$	18,976,101	$	487,028	$	6,876	$	19,456,253
State and municipal			2,291,182		50,184		—		2,341,366
Corporate bond and notes			26,729,465		721,702		102,199		27,348,968
	Total debt securities		47,996,748		1,258,914		109,075		49,146,587
Equity securities			2,356,379		10,500		191,374		2,175,505
	Total	$	50,353,127	$	1,269,414	$	300,449	$	51,322,092
Held to Maturity:
State and municipal		$	16,026,044	$	559,903	$	228	$	16,585,719

The activity in the allowance for loan losses for the first half of 2001 was as follows:

Beginning balance	$	1,343,124
Provision for loan losses		30,000
Loans charged-off		(40,123	)
Recoveries		11,811
Ending balance	$	1,344,812

7

The allowance for loan losses is a valuation allowance for probable credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. The allowance is maintained at a level that is considered adequate to absorb all estimated losses. Management estimates the allowance balance required using the following methodology. All problem, past due and non-performing loans are closely monitored and analyzed by management on a regular basis. Management assigns a classification rating to these loans based on information about specific borrower situations and estimated collateral values. Management determines the loss that exists on each significant problem, past due and non-performing loan. Other past due loans that are not analyzed individually are pooled and evaluated by loan type. The inherent loss that exists on past due loans is estimated using past loan loss experience. All other loans are pooled by loan type and evaluated for inherent risk based upon past loan loss experience. National and local economic conditions and other factors are also considered in determining an adequate level for the allowance for loan losses. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. Management reviews the allowance for loan losses on a regular basis to determine the adequacy of the reserve.

      The allowance for loan losses to total loans outstanding was 1.21% and 1.23% as of June 30, 2001 and December 31, 2000, respectively. On an annualized basis, net charge-off to total average loans were .05% for the first half of 2001 and .02% for the first half of 2000. The ratio of non-performing loans to total loans was .21% ($237,040) for June 30, 2001 compared to .13% ($144,130) for December 31, 2000. Non-performing loans consist of loans that have been placed on nonaccrual status.

Impaired loans at June 30, 2001 were as follows:

Loans with no allocated allowance for loan losses	$	—
Loans with allocated allowance for loan losses		13,000
Amount of the allowance for loan losses allocated		13,000
Average of impaired loans during the first half of 2001	$	13,432
Interest income recognized during impairment		784
Cash-basis interest income recognized		784

      A loan is impaired when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller balance loans of similar nature such as residential mortgage, consumer, and credit card loans, and on an individual loan basis for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral.

      Total deposits decreased $2.6 million or approximately 1.6% from 12/31/00. Non-interest bearing demand accounts decreased 3.8%, savings and N.O.W. accounts increased 3.6% and time deposits decreased 6.4%. Deposit balances fluctuate based on the liquidity needs of our customers. Time deposit balances are also affected by the interest rates offered by competitors in our market area. Securities sold under repurchase agreements decreased $0.9 million from 12/31/00. The Federal Reserve note account increased $0.4 million or 62.5% and Federal Home Loan Bank advances decreased $0.6 million or 17.7%. Total shareholders’ equity increased $1.2 million or 4.2% from 12/31/00.

      Statements of Cash Flows

      Net cash provided by operating activities for the first six months of 2001 was $2.7 million compared to $1.3 million for the first six months of 2000. The increase was due primarily to the proceeds from the sale of loans. Net cash used in investing activities for the first six months of 2001 was $2.5 million, down $1.5 million from the first six months of 2000 due primarily to lower loan growth. Net cash of $4.5 million was used by financing activities primarily as a result of a decrease in time deposits. Total cash and cash equivalents decreased $4.2 million during the first six months of 2001. With total cash and cash equivalents of $11.0 million as of 6/30/01, the Company’s liquidity ratios continue to remain favorable.

8

      Analysis of Equity

      The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. The following is a summary of the actual and required regulatory capital amounts and ratios at 6/30/01.

													To Be Well Capitalized
								For Capital					Under Prompt Corrective
			Actual					Adequacy Purposes					Action Provisions
			Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital to risk-
weighted assets
	Consolidated		$	30,432		22.16	%	$	10,985		8.00	%	$	13,731		10.00	%
	Bank			26,806		19.85	%		10,806		8.00	%		13,508		10.00	%
Tier 1 (core) capital to
risk-weighted assets
	Consolidated			29,087		21.18	%		5,493		4.00	%		8,239		6.00	%
	Bank			25,461		18.85	%		5,403		4.00	%		8,105		6.00	%
Tier 1 (core) capital to
average assets
		Consolidated		29,087		14.54	%		8,003		4.00	%		10,003		5.00	%
		Bank		25,461		12.86	%		7,917		4.00	%		9,896		5.00	%

      RESULTS OF OPERATIONS

      Interest income totaled $3.4 million or $83 thousand lower for the three-months ended 6/30/01 as compared to the same period in 2000. Interest expense was $1.4 million for the three months ended 6/30/01 or $74 thousand higher than 2000. This resulted in a decrease of $157 thousand or 7.1% in net interest income for the three-month period ended 6/30/01 as compared to 6/30/00. The six months results for the periods ended 6/30/01 and 6/30/00 were an increase in interest income of $186 thousand and an increase in interest expense of $286 thousand. This resulted in a net interest income decrease of $100 thousand or 2.3% for the six months ended 6/30/01 compared to 6/30/00.

      Net interest rate margins were 4.91% and 5.25% for the first six months of 2001 and 2000, respectively. Interest income yields decreased 13 basis points as compared to interest costs, which increased 21 basis points in 2001 compared to 2000.

      Provision for loan losses was $15,000 for the three months ended 6/30/01 compared to $25,000 for the same period in 2000. The provision for loan losses was $30,000 and $62,500 for the six months ended 6/30/01 and 6/30/00. Net charge offs for the six months ended 6/30/01 were $28 thousand as compared to $9 thousand for the same period in 2000. Management determines the provision for loan losses based upon an analysis of the allowance for loan losses.

      Noninterest income was $349 thousand for the three months ended 6/30/01 or approximately 69.3% above the same period in 2000. Noninterest income was $600 thousand for the six months ended 6/30/01 or approximately 46.6% above the same period in 2000, due mainly to gains on loans sold and security gains.

      Noninterest expense was $1.6 million for the three months ended 6/30/01 or approximately 0.5% below the same period in 2000. Year to date noninterest expense for 2001 was $3.3 million or 0.7% above the same period in 2000, due mainly to normal salary increases and higher employee benefit costs offset by lower data processing fees.

9

      Net income was $595 thousand for the three months ended 6/30/01 or 1.0% below the same quarter of 2000. Net income was approximately $1.2 million for the six months ended 6/30/01 or 4.2% above the first six months of 2000. The increase was due primarily to gains on sale of loans and security gains.

      Unrealized appreciation on securities available for sale was $184 thousand for the three months ended 6/30/01 compared to $34 thousand for the three months ended 6/30/00. Year to date unrealized appreciation (depreciation) was $696 thousand compared to ($203) thousand for the same period last year. A general increase in the market value of debt and equity investments owned, due to improved stock and bond market levels on certain securities coupled with lower interest rates, has increased the market value of securities in the available for sale portfolio. Comprehensive income was $715 thousand for the three months ended 6/30/01 or 12.7% above the same period in 2000. Comprehensive income was $2.0 million for the six months ended 6/30/01 or 105.1% above the first half of 2000.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      There have been no material changes in the quantitative and qualitative disclosures about market risks as of June 30, 2001 from that presented in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

PART II. OTHER INFORMATION

      Item 1. Legal Proceedings — None

      Item 2. Changes in Securities and use of proceeds — None

      Item 3. Defaults Upon Senior Securities — None

      Item 4. Submission of matters to a vote of security holders – The Company held its Annual Shareholders’ Meeting on April 26, 2001, for the purpose of electing three directors. Shareholders received proxy materials containing the information required by this item. Results of shareholder voting was as follows:

Election of Directors:	Sara Balzarini		Steve Schmid		Albert W. Yeagley
For		1,725,171		1,725,171		1,713,159
Against		—		—		—
Withheld		5,538		5,538		17,550
Shares not voted by Brokers		18,294		18,294		18,294

      The following directors continued their terms of office after the 2001 Annual Shareholders’ meeting: Charles J. Dolezal, John W. Kropf, James F. Woolley, Bobbi E. Douglas, John E. Sprunger and Howard J. Wenger.

      Item 5. Other Information — None

      Item 6. Exhibits and Reports on Form 8-K

      a. Exhibits

Exhibit No.		If incorporated by Reference,
Under Reg.		Documents with Which Exhibit
S-K, Item 601	Description of Exhibits	Was Previously Filed with SEC
(11)	Computation of Earnings per Share	See Consolidated Statements of Income and Comprehensive Income, Page 4

No other exhibits are required to be filed herewith pursuant to Item 601 of Regulation S-K.

      b. There were no reports on Form 8-K filed for the quarter ended 6/30/01.

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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.

National Bancshares Corporation

Date:	August 10, 2001	/s/Charles J. Dolezal
		Charles J. Dolezal, President
Date:	August 10, 2001	/s/Lawrence M. Cardinal, Jr.
		Lawrence M. Cardinal, Jr., Treasurer
		(Principal Financial Officer)

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