1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 1998 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-6715 ANALOGIC CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 04-2454372 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8 Centennial Drive, Peabody, Massachusetts 01960 (Address of principal executive offices) (Zip Code) (978) 977-3000 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares of Common Stock outstanding at April 30, 1998 was 12,634,573. 2 ANALOGIC CORPORATION AND SUBSIDIARIES INDEX Page No. Part I Financial Information Consolidated Condensed Balance Sheets April 30, 1998 and July 31, 1997 3 Consolidated Condensed Statements of Income Three and Nine Months Ended April 30, 1998 and 1997 4 Consolidated Condensed Statements of Cash Flows Nine Months Ended April 30, 1998 and 1997 5 Notes to Consolidated Condensed Financial Statements 6 - 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 12 Part II Other Information 13 - 14 Index to Exhibits 13 3 PART I FINANCIAL INFORMATION ANALOGIC CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (000 omitted) April 30, July 31,* 1998 1997 ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 29,048 $ 24,954 Marketable securities, at market 87,171 89,496 Accounts and notes receivable, net 54,569 52,638 Inventories 61,768 47,800 Prepaid expenses and other current assets 7,797 6,714 Total current assets 240,353 221,602 Property, plant and equipment, net 51,409 48,247 Investments in and advances to affiliated companies 6,275 7,095 Excess of cost over acquired net assets, net of accumulated amortization 171 Other assets, including unamortized software costs (1998, $3,819; 1997, $4,437) 4,520 5,244 TOTAL ASSETS $302,557 $282,359 4 PART I FINANCIAL INFORMATION ANALOGIC CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED) (000 omitted) April 30, July 31,* 1998 1997 (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Mortgage and other notes payable $ 1,599 $ 344 Obligations under capital leases 543 497 Accounts payable, trade 18,534 13,185 Accrued employee compensation and benefits 10,682 11,654 Accrued expenses 7,216 6,343 Accrued income taxes 3,111 3,449 Total current liabilities 41,685 35,472 Long-term debt: Mortgage and other notes payable 6,033 6,333 Obligations under capital leases 1,868 2,281 Deferred income taxes 3,909 3,854 Minority interest in subsidiary 4,957 5,538 Excess of acquired net assets over cost, net of accumulated amortization 358 665 Stockholders' equity: Common stock, $.05 par 693 692 Capital in excess of par value 23,140 22,916 Retained earnings 234,878 220,343 Unrealized holding gains and losses 1,609 1,713 Cumulative translation adjustments (1,621) (1,617) Treasury stock, at cost (13,704) (14,121) Unearned compensation (1,248) (1,710) Stockholders' Equity 243,747 228,216 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $302,557 $282,359 * See note 2 of notes to consolidated condensed financial statements for further information. The accompanying notes are an integral part of these financial statements. 5 ANALOGIC CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) (000 omitted, except per share data) Three Months Ended Nine Months Ended April 30, April 30, Revenues: 1998 1997 1998 1997 Product and service, net $69,138 $54,649 $187,125 $161,295 Engineering and licensing 4,219 5,539 12,641 11,744 Other operating revenue 2,575 2,579 8,785 8,224 Interest and dividend income 1,445 1,403 4,403 4,111 Total revenues 77,377 64,170 212,954 185,374 Costs and expenses: Cost of sales: Product and service 40,156 32,594 108,496 94,473 Engineering and licensing 3,986 3,206 11,439 7,691 Other operating expenses 1,396 1,432 4,531 4,429 General and administrative 4,645 4,434 14,702 13,192 Selling 6,623 6,435 19,115 18,992 Research and product development 9,388 8,091 26,402 25,697 Interest expense 123 142 352 489 Gain on foreign exchange (4) (360) (125) (697) Amortization of excess of acquired net assets over cost (28) (161) (307) (484) Amortization of excess of cost over acquired net assets 51 183 Total cost of sales and expenses 66,285 55,864 184,605 163,965 Income from operations 11,092 8,306 28,349 21,409 Gain on sale of marketable securities 997 Equity in net loss of unconsolidated affiliates (1,150) (455) (2,811) (1,058) Impairment of investment (400) Income before income taxes and minority interest 9,942 7,851 26,135 20,351 Provision for income taxes 3,312 2,199 8,830 6,086 Minority interest in net income of consolidated subsidiary 268 445 627 545 Net income $ 6,362 $ 5,207 $ 16,678 $ 13,720 Shares outstanding - basic 12,621 12,552 12,606 12,520 Shares outstanding - diluted 12,804 12,722 12,782 12,687 Earnings per share - basic $ 0.50 $ 0.41 $ 1.32 $ 1.09 Earnings per share - diluted $ 0.50 $ 0.41 $ 1.31 $ 1.08 Dividends declared per common share $ 0.06 $ 0.05 $ 0.17 $ 0.15 The accompanying notes are an integral part of these financial statements. 6 ANALOGIC CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) (000 omitted) Nine Months Ended April 30, 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $16,678 $13,720 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 6,360 4,414 Amortization of capitalized software 1,801 2,292 Amortization of excess of cost over acquired net assets 183 Amortization of excess of acquired net assets over cost (307) (484) Minority interest in net profit of consolidated subsidiary 627 545 Compensation from stock grants 392 483 Gain on sale of equipment (4) (56) Gain on sale of marketable securities (997) Excess of equity in net losses of unconsolidated affiliates 2,811 1,058 Impairment of investment 400 Changes in operating assets and liabilities Decrease (increase) in assets: Accounts and notes receivable (1,931) 903 Inventories (13,968) 526 Prepaid expenses and other current assets (866) 32 Other assets (45) 190 Increase (decrease) in liabilities: Accounts payable, trade 5,349 120 Accrued expenses and other current liabilities (1,036) (20) Accrued and deferred income taxes (500) 35 TOTAL ADJUSTMENTS (1,914) 10,221 NET CASH PROVIDED BY OPERATING ACTIVITIES 14,764 23,941 6 ANALOGIC CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (CONTINUED) (UNAUDITED) (000 omitted) Nine Months Ended April 30, 1998 1997 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment (9,672) (4,454) Capitalized software (1,183) (927) Purchases of marketable securities (19,220) (19,867) Maturities of marketable securities 21,441 9,285 Proceeds from sale of property, plant and equipment 154 59 Proceeds from sales of marketable securities 997 Investments in and advances to affiliated companies (2,240) NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (9,723) (15,904) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of overdraft facility (3,305) Payments on debt and capital lease obligations (662) (618) Proceeds from credit line 1,250 Issuance of common stock pursuant to stock options and employee stock purchase plan 612 894 Dividends paid to shareholders (2,143) (1,879) NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (943) (4,908) EFFECT OF EXCHANGE RATE CHANGES ON CASH (4) (2,174) NET INCREASE IN CASH AND CASH EQUIVALENTS 4,094 955 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 24,954 18,040 CASH AND CASH EQUIVALENTS, END OF PERIOD $29,048 $18,995 The accompanying notes are an integral part of these financial statements. 8 ANALOGIC CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to fairly present Analogic Corporation's financial position as of April 30, 1998 and July 31, 1997, the results of its operations for the three and nine months ended April 30, 1998 and 1997 and statement of cash flows for the nine months then ended. The results of the operations for the three and nine months ended April 30, 1998 are not necessarily indicative of the results to be expected for the fiscal year ending July 31, 1998. The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in its Annual Report on Form 10-K for the fiscal year ended July 31, 1997. 2. Financial statements, with the exception of the July 31, 1997 balance sheet, are unaudited and have not been examined by independent certified public accountants. The consolidated balance sheet as of July 31, 1997 contains data derived from audited financial statements. 3. The inventories as of April 30, 1998 were not based on a physical or perpetual inventory but were calculated on the basis of an estimated percentage of material used during the period. The components of inventory are estimated as follows: April 30, July 31, 1998 1997 Raw materials $25,390,000 $19,166,000 Work-in-process 23,812,000 18,381,000 Finished goods 12,566,000 10,253,000 $61,768,000 $47,800,000 4. Mortgage and other notes payable increased $1,255,000 primarily due to one of the Company's subsidiaries borrowing against its $5,000,000 line of credit to meet short-term cash requirements. 5. The Company entered into an agreement on May 20, 1998 with one of the founders of Camtronics to purchase his entire equity interest in Camtronics for $1,600,000. As a result of the purchase, the Company's ownership in Camtronics increased to 78.5%. 6. Total interest expense, amounted to $462,000 of which $110,000 was capitalized during the nine months ended April 30, 1998. Interest paid amounted to $458,000 and $590,000 during the nine months ended April 30, 1998 and 1997, respectively. 7. Income taxes paid during the nine months ended April 30, 1998 and 1997 amounted to $9,023,000 and $6,084,000, respectively. 9 ANALOGIC CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED) 8. The Company declared a dividend of $.05 per common share on October 9, 1997, payable on November 6, 1997 to shareholders of record on October 23, 1997. On January 23, 1998, the Company declared a $.06 dividend per common share, payable on February 20, 1998 to shareholders of record on February 6, 1998. On March 12, 1998, the Company declared a $.06 dividend per common share, payable on April 10, 1998 to shareholders of record on March 27, 1998. 9. As previously reported during a routine audit, the Company was notified by the Internal Revenue Service (IRS) that it proposed to adjust the Company's tax returns for the years 1990 through 1992 by increasing its tax liability for those years by $2,837,473, $2,151,574 and $1,762,849, respectively. The major claims relate to an alleged forgiveness of debt arising from the acquisition of property from a subsidiary of the FDIC and an alleged excess accumulation of earnings. During March 1998, the Company received notice from the IRS which upheld the Company's position and the proposed adjustments have been cancelled. 10. In its fiscal quarter ended January 31, 1998, the Company adopted Statement of Financial Accounting Standards No. 128, "Earnings per Share," which modifies the calculation of earnings per share. Basic earnings per common share was calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share was calculated by dividing net income by the sum of the weighted average number of common shares outstanding plus all additional common shares that would have been outstanding if potentially dilutive common shares had been issued. The following table indicates the number of shares utilized in the earnings per share calculations for the three and nine month periods ending April 30, 1998 and 1997, respectively. Three Months Ended Nine Months Ended April 30, April 30, 1998 1997 1998 1997 Net Income $6,362,000 $5,207,000 $16,678,000 $13,720,000 Shares outstanding-basic 12,621,309 12,551,560 12,606,372 12,519,546 Effect of dilutive securities: Stock Options 182,429 170,412 175,401 167,086 Shares outstanding-diluted 12,803,738 12,721,972 12,781,773 12,686,632 Earnings per share-basic $ 0.50 $ 0.41 $ 1.32 $ 1.09 Earnings per share-diluted $ 0.50 $ 0.41 $ 1.31 $ 1.08 10 ANALOGIC CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED) 11. As a result of the Company adopting FASB No. 128, the Company's reported comparative earnings per share for fiscal year 1997 were restated. The effect of the accounting change is represented as follows. Three Months Ended Nine Months Ended April 30, 1997 April 30, 1997 Primary EPS as reported $ 0.41 $ 1.08 Effect of FASB No. 128 - 0.01 Basic EPS as restated $ 0.41 $ 1.09 Fully diluted - EPS $ 0.41 $ 1.08 Effect of FASB No. 128 - - Diluted EPS as restated $ 0.41 $ 1.08 12. The Year 2000 Issue is the result of computer programs being written using two digits rather than four digits to define the applicable year. Computer programs that have time-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. If the Company's internal systems do not correctly recognize date information when the year changes to 2000, there could be an adverse impact on the Company's operations. Management has assembled a task force utilizing internal staff and external sources to make its information technology/computer systems Year 2000 compliant on its operational and financial reporting systems. The Company is also assessing the possible effects of Year 2000 issues on its significant vendors and customers, which could in turn affect the Company's operations. The Company has not yet been able to determine, however, whether any of its suppliers or service providers will need to make any such software modifications or replacements or whether the failure to make such software corrections will have an adverse effect on the Company's operations or financial condition. The total cost of the Year 2000 project has not been determined and is anticipated to be funded through operating cash flows. Except for purchases of new hardware and software, and certain related consulting, costs will be expensed as incurred. Management is taking all reasonable actions to modify and replace the Company's hardware and software to enable it to process data after the turn of the century. 13. Certain financial statement items in the prior periods have been reclassed to conform with the current period presentation. 11 ANALOGIC CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION The Company's balance sheet reflects a current ratio of 5.8 to 1 at April 30, 1998 compared to 6.2 to 1 at July 31, 1997. Cash, cash equivalents and marketable securities, along with accounts and notes receivable, constitute approximately 71% of current assets at April 30, 1998. Liquidity is sustained principally through funds provided from operations, with short-term time deposits and marketable securities available to provide additional sources of cash. The Company places its cash investments in high credit quality financial instruments and, by policy, limits the amount of credit exposure to any one financial institution. Management does not anticipate any difficulties in financing operations at anticipated levels. The Company's debt to equity ratio was 0.24 to 1 at April 30, 1998 and July 31, 1997. Capital expenditures totaled approximately $9,672,000 during the nine months ended April 30, 1998. RESULTS OF OPERATIONS Nine Months Fiscal 1998 (04/30/98) vs. Nine Months Fiscal 1997 (04/30/97) Product, service, engineering and licensing revenues for the nine months ended April 30, 1998 were $199,766,000 as compared to $173,039,000 for the same period last year, an increase of 15%. The increase of $26,727,000 was due to increased sales of Medical Technology Products of $21,885,000 (primarily due to the continued and strengthening demand for Digital Laser Imaging Systems, Magnetic Resonance Imaging products, and new products such as the Digital Ultrasound Subsystem and Ultrasound Systems from the Company's Danish subsidiary, B-K), Signal Processing Technology Products of $3,448,000 (primarily due to the Company entering a new and growing market for DSP resource boards for Computer Telephony Integration applications, such as automated directory assistance and for voice over the internet), and Industrial Technology Products of $1,394,000 (primarily due to increased demand of the Company's high frequency ATE boards). Other operating revenue of $8,785,000 and $8,224,000 represents revenue from the Hotel operation for the nine months ending April 30, 1998 and 1997, respectively. The percentage of total cost of sales to total net sales for the nine months of fiscal 1998 and 1997 were 60% and 59%, respectively. Operating costs associated with the Hotel during the nine months of fiscal 1998 and 1997 were $4,531,000 and $4,429,000, respectively. General and administrative and selling expenses increased by $1,633,000 primarily due to increases in the bad debt reserve and legal expenditures relating to patent filings. Research and product development expenses increased $705,000 primarily due to the Company's expanding engineering efforts applicable to developing complex imaging systems, such as the new Digital Ultrasound Subsystems and the development of two prototypes of an EXplosives Assessment CT (EXACT) system as part of a comprehensive explosives detection system to scan checked luggage in airports. 12 ANALOGIC CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Nine Months Fiscal 1998 (04/30/98) vs. Nine Months Fiscal 1997 (04/30/97) (continued) Computer software costs of $1,183,000 and $927,000 were capitalized in the nine months of fiscal 1998 and 1997, respectively. Amortization of capitalized software amounted to $1,801,000 and $2,292,000 in the nine months of fiscal 1998 and 1997, respectively. A gain on foreign exchange of $125,000 was realized during the nine months of fiscal year 1998 versus a gain of $697,000 for the same period last year. The Company's share of losses of a privately held company amounted to $2,485,000 and $1,058,000 during the nine months of fiscal 1998 and 1997. During the nine months of fiscal 1998, the Company's investment in another privately held company was increased by $249,000, reflecting the Company's share of its equity. During the nine months of fiscal 1998, the Company's investment in Analogic Scientific was decreased by $575,000, reflecting the Company's share of Analogic Scientific's equity. During the nine months of fiscal 1998, the Company sold 140,560 common shares of a publicly traded company, resulting in a gain of $997,000. During the nine months of fiscal 1998, the Company recorded a reserve of $400,000, reflecting a partial impairment of its 19% investment in another privately held company. Minority interest in the net income of the Company's consolidated subsidiary, Camtronics, for the nine months ended April 30, 1998 amounted to $627,000 compared to $545,000 for the nine months ended April 30, 1997. The effective tax rate for the nine months of fiscal 1998 and fiscal 1997 was 34% and 30%, respectively. The increase was primarily due to alternative minimum credit carryforwards utilized in fiscal 1997 not available in fiscal 1998; and no tax benefits applicable to equity in losses of unconsolidated subsidiaries in fiscal 1998. Net income for the nine months ended April 30, 1998 was $16,678,000, as compared to net income of $13,720,000 for the same period last year. Basic per-share earnings, or net income divided by weighted average common shares outstanding, were $1.32, up from $1.09. Diluted per-share earnings, or net income divided by weighted average common shares and potential new shares from stock options, also increased to $1.31 from $1.08. Prior periods per share amounts have been restated to reflect the adoption of FASB No. 128 (See Notes 10 & 11 of Notes to Consolidated Condensed Financial Statements). 13 ANALOGIC CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Third Quarter Fiscal 1998 (04/30/98) vs. Third Quarter Fiscal 1997 (04/30/97) Product, service, engineering and licensing revenues for the three months ended April 30, 1998 were $73,357,000 as compared to $60,188,000 for the same period last year, an increase of 22%. The increase of $13,169,000 was due to increased sales of Medical Technology Products of $10,105,000, (primarily due to the continued and strengthening demand for Digital Laser Imaging Systems, Magnetic Resonance Imaging products, and new products such as the Digital Ultrasound Subsystem and Ultrasound Systems from the Company's Danish subsidiary, B-K), Signal Processing Technology Products of $2,901,000 (primarily due to the Company entering a new and growing market for DSP resource boards for Computer Telephony Integration applications, such as automated directory assistance and for voice over the internet), and Industrial Technology Products of $163,000. Other operating revenue of $2,575,000 and $2,579,000 represents revenue from the Hotel operation for the three months ending April 30, 1998 and 1997, respectively. The percentage of total cost of sales to total net sales for the third quarter of fiscal 1998 and 1997 was 60%. Operating costs associated with the Hotel during the third quarter of fiscal 1998 and 1997 were $1,396,000 and $1,432,000, respectively. General and administrative and selling expenses increased $399,000 primarily due to staffing in one of the Company's subsidiaries, legal expenditures relating to patent filings and increases to the bad debt reserve. Research and product development expenses increased by $1,297,000 due to the Company's expanding engineering efforts applicable to developing complex imaging systems, such as the new Digital Ultrasound Subsystems and the development of two prototypes of an EXplosives Assessment CT (EXACT) system as part of a comprehensive explosives detection system to scan checked luggage in airports. Computer software costs of $394,000 and $298,000 were capitalized in the third quarter of fiscal 1998 and 1997, respectively. Amortization of capitalized software amounted to $605,000 and $734,000 in the third quarter of fiscal 1998 and 1997, respectively. A gain on foreign exchange of $4,000 was realized during the third quarter of fiscal 1998 vs. a gain of $360,000 for the same period last year. The Company's share of losses of a privately held company amounted to $972,000 during the third quarter of fiscal 1998 and $455,000 during the third quarter of fiscal 1997. During the third quarter of fiscal 1998, the Company's investment in another privately held company was decreased by $178,000, reflecting the Company's share of its loss. Minority interest in the net income of the Company's consolidated subsidiary, Camtronics, for the third quarter ended April 30, 1998 amounted to $268,000 compared to $445,000 for the third quarter ended April 30, 1997. 14 ANALOGIC CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Third Quarter Fiscal 1998 (04/30/98) vs. Third Quarter Fiscal 1997 (04/30/97) (continued) The effective tax rate for the third quarter of fiscal 1998 was 33% vs. 28% for the same period last year. The increase was primarily due to alternative minimum credit carryforwards utilized in fiscal 1997 not available in fiscal 1998; and no tax benefits applicable to equity in losses of unconsolidated subsidiaries in fiscal 1998. Net income for the three months ended April 30, 1998 was $6,362,000, as compared to net income of $5,207,000 for the three month period ended April 30, 1997. Basic per-share earnings, or net income divided by weighted average common shares outstanding, were $0.50, up from $0.41. Diluted per-share earnings, or net income divided by weighted average common shares and potential new shares from stock options, also increased to $0.50 from $0.41. Prior periods per share amounts have been restated to reflect the adoption of FASB No. 128 (See Notes 10 & 11 of Notes to Consolidated Condensed Financial Statements). 15 ANALOGIC CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits None (b) During the quarter ended April 30, 1998, the Company did not file any reports on Form 8-K. 16 ANALOGIC CORPORATION AND SUBSIDIARIES 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. ANALOGIC CORPORATION Registrant Date June 3, 1998 /s/ Bernard M. Gordon Bernard M. Gordon Chairman of the Board Chief Executive Officer Date June 3, 1998 /s/ John A. Tarello John A. Tarello Senior Vice President Chief Accounting Officer