SECURITIES and EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 Commission File Number 1-134 CURTISS-WRIGHT CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-0612970 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1200 Wall Street West Lyndhurst, New Jersey 07071 (Address of principal executive offices) (Zip Code) (201) 896-8400 (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 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 issuer's classes of common stock, as of the latest practicable date. Common Stock, par value $1.00 per share: 5,087,280 shares (as of July 31, 1997) Page 1 of 16 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES TABLE of CONTENTS PAGE PART I - FINANCIAL INFORMATION Item 1 - Financial Statements: Consolidated Balance Sheets 3 Consolidated Statements of Earnings 4 Consolidated Statements of Cash Flows 5 Consolidated Statements of Stockholders' Equity 6 Notes to Consolidated Financial Statements 7 - 9 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 10 - 14 Forward-Looking Statements 15 PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K 16 -2- PART I - FINANCIAL INFORMATION Item 1 - Financial Statements CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands) June 30, December 31, 1997 1996 Assets: Cash and cash equivalents $ 4,652 $ 6,317 Short-term investments 58,263 55,674 Receivables, net 46,223 37,708 Deferred tax asset 9,316 8,769 Inventories 46,395 46,987 Other current assets 1,942 2,378 --------- --------- Total current assets 166,791 157,833 --------- --------- Property, plant and equipment, at cost 214,902 210,230 Less, accumulated depreciation 150,081 146,268 --------- --------- Property, plant and equipment, net 64,821 63,962 Prepaid pension costs 36,736 35,016 Other assets 10,156 10,353 --------- --------- Total assets $278,504 $267,164 ========= ========= Liabilities: Accounts payable and accrued expenses $ 24,953 $ 25,206 Dividends payable 1,272 Income taxes payable 5,861 3,189 Other current liabilities 14,253 14,021 -------- --------- Total current liabilities 46,339 42,416 -------- --------- Long-term debt 10,347 10,347 Deferred income taxes 9,247 8,686 Other liabilities 21,408 22,352 -------- --------- Total liabilities 87,341 83,801 -------- --------- Stockholders' equity: Common stock, $1 par value 10,000 10,000 Capital surplus 57,045 57,127 Retained earnings 309,202 299,740 Unearned portion of restricted stock (477) (608) Equity adjustments from foreign currency translation (3,489) (1,506) ---------- --------- 372,281 364,753 Less, cost of treasury stock 181,118 181,390 --------- --------- Total stockholders' equity 191,163 183,363 --------- --------- Total liabilities and stockholders' equity $278,504 $267,164 ======== ========= See notes to consolidated financial statements. -3- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED STATEMENTS of EARNINGS (UNAUDITED) (In thousands except per share data) Six Months Ended Three Months Ended June 30, June 30, ---------------------- ------------------ 1997 1996(1) 1997 1996(1) ---- ---- ---- ---- Net sales $107,560 $79,559 $54,412 $43,243 Cost of sales 71,791 53,162 35,287 29,089 ---------- -------- -------- -------- Gross margin 35,769 26,397 19,125 14,154 Research and development costs 946 310 348 141 Selling expenses 2,910 3,230 1,454 1,612 General and administrative 16,653 12,047 8,293 6,120 ---------- -------- -------- -------- Operating income 15,260 10,810 9,030 6,281 Investment income, net 1,848 1,535 1,210 1,107 Rental income, net 1,741 1,221 801 774 Other income (expense), net (251) (246) (144) 18 Interest expense 189 193 116 96 ----------- -------- --------- -------- Earnings before taxes 18,409 13,127 10,781 8,084 Provision for taxes 6,404 4,610 3,731 2,882 ---------- --------- -------- -------- Net earnings $ 12,005 $ 8,517 $ 7,050 $5,202 ========== ========= ======== ======== Weighted average number of common shares outstanding 5,085 5,078 5,085 5,078 ===== ===== ===== ====== Earnings per common share $2.36 $1.68 $1.39 $1.02 ===== ===== ===== ===== Dividends per common share $0.50 $0.50 $0.25 $0.25 ===== ===== ===== ===== (1) Prior year information has been restated to conform to current presentation. See notes to consolidated financial statements. -4- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED STATEMENTS of CASH FLOWS (UNAUDITED) (In thousands) Six Months Ended June 30 1997 1996 Cash flows from operating activities: Net earnings $12,005 $ 8,517 ------- ------- Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 4,948 4,472 Net gains on short-term investments (1,070) (316) Increase in deferred taxes 14 573 Changes in operating assets and liabilities: Proceeds from sales of trading securities 135,263 187,303 Purchases of trading securities (136,621) (169,810) Increase in receivables (4,636) (1,382) Increase in inventory (1,603) (4,060) Increase (decrease) in progress payments (1,684) 73 Increase (decease) in accounts payable and accrued expenses (253) 3,619 Increase in income taxes payable 2,672 80 Increase in other assets (1,252) (2,371) Decrease in other liabilities (873) (1,503) Other, net (1,411) (637) --------- --------- Total adjustments (6,506) 16,041 --------- --------- Net cash provided by operating activities 5,499 24,558 -------- --------- Cash flows from investing activities: Proceeds from sales of real estate and equipment 18 420 Additions to property, plant and equipment (5,911) (5,187) Acquisition of Accessory Services business (16,390) -------- --------- Net cash used by investing activities (5,893) (21,157) -------- --------- Cash flows from financing activities: Dividends paid (1,271) (2,539) -------- -------- Net cash used by financing activities (1,271) (2,539) -------- -------- Net increase (decrease) in cash and cash equivalents (1,665) 862 Cash and cash equivalents at beginning of period 6,317 8,865 ------- -------- Cash and cash equivalents at end of period $ 4,652 $ 9,727 ======= ======== See notes to consolidated financial statements. -5- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES CONSOLIDATED STATEMENTS of STOCKHOLDERS' EQUITY (UNAUDITED) (In thousands) Equity Unearned Adjustments Portion of from Foreign Common Capital Retained Restricted Currency Treasury Stock Surplus Earnings Stock Awards Translation Stock December 31, 1995 $10,000 $57,141 $288,710 $(780) $(1,330) $181,562 Net earnings 16,109 Common dividends (5,079) Stock awards issued 10 (93) (83) Stock options exercised (24) (89) Amortization of earnings portion of restricted stock 265 Translation adjustments, net (176) ------- ------- -------- ----- -------- -------- December 31, 1996 10,000 57,127 299,740 (608) (1,506) 181,390 Net earnings 12,005 Common dividends (2,543) Stock options exercised (82) (272) Amortization of earned portion of restricted stock 131 Translation adjustment, net (1,983) ------- ------- -------- ------ ------- --------- June 30, 1997 $10,000 $57,045 $309,202 $(477) $(3,489) $181,118 ======= ======= ======== ====== ======== ========= See notes to consolidated financial statements. -6- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS of PRESENTATION Curtiss-Wright Corporation (the "Corporation") is a diversified multi-national manufacturing and service concern that designs, manufactures and overhauls precision components and systems and provides highly engineered services to the aerospace, automotive, shipbuilding, oil, petrochemical, agricultural equipment, power generation, metal working and fire & rescue industries. Operations are conducted principally by three wholly-owned subsidiaries: Curtiss-Wright Flight Systems, Inc., Metal Improvement Company, Inc. and Curtiss-Wright Flow Control Corporation. The group's principal operations include three domestic manufacturing facilities, thirty-four Metal Improvement service facilities located in North America and Europe, and five component overhaul facilities. The information furnished in this report has been prepared in conformity with generally accepted accounting principles and as such reflects all adjustments, consisting primarily of normal recurring accruals, which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Corporation's 1996 Annual Report on Form 10-K. The results of operations for these interim periods are not necessarily indicative of the operating results for a full year. 2. RECEIVABLES Receivables, at June 30, 1997 and December 31, 1996, include amounts billed to customers and unbilled charges on long-term contracts consisting of amounts recognized as sales but not billed at the dates presented. Substantially all amounts of unbilled receivables are expected to be billed and collected within a year. The composition of receivables for those periods is as follows: (In thousands) June 30, December 31, 1997 1996 Accounts receivable, billed $49,109 $37,253 Less: progress payments applied 7,443 5,701 --------- -------- 41,666 31,552 --------- -------- Unbilled charges on long-term contracts 12,693 19,761 Less: progress payments applied 6,427 12,048 -------- -------- 6,266 7,713 --------- --------- Allowance for doubtful accounts (1,709) (1,557) --------- --------- Receivables, net $46,223 $37,708 ========= ========= -7- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued (UNAUDITED) 3. INVENTORIES Inventories are valued at the lower of cost (principally average cost) or market. The composition of inventories at June 30, 1997 and December 31, 1996 is as follows: (In thousands) June 30, December 31, 1997 1996 Raw materials $ 5,042 $ 4,653 Work-in-process 24,218 25,128 Finished goods 18,062 15,817 Inventoried costs related to U.S. Government and other long-term contracts 6,186 6,307 --------- --------- Total inventories 53,508 51,905 Less: progress payments applied, principally related to long-term contracts 7,113 4,918 --------- --------- Net inventories $46,395 $46,987 ========= ========= 4. ENVIRONMENTAL MATTERS The Corporation establishes a reserve for a potential environmental responsibility when it concludes that a determination of legal liability is probable. Such amounts, if quantified, reflect the Corporation's estimate of the amount of that liability. If only a range of potential liability can be estimated, a reserve will be established at the low end of that range. Such reserves represent today's values of anticipated remediation not reduced by any potential recovery from insurance carriers or through contested third-party legal actions, and are not discounted for the time value of money. The Corporation is joined with many other corporations and municipalities as potentially responsible parties (PRPs) in a number of environmental cleanup sites, which include the Sharkey Landfill Superfund Site, Parsippany, N. J., Caldwell Trucking Company Superfund Site, Fairfield, N. J., and Pfohl Brothers Landfill Site, Cheektowaga, N. Y., identified to date as the most significant sites. Other environmental sites in which the Corporation is involved include but are not limited to Chemsol, Inc. Superfund Site, Piscataway, N. J., and PJP Landfill, Jersey City, N. J. -8- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued (UNAUDITED) The Corporation believes that the outcome of any of these matters would not have a material adverse effect on the Corporation's results of operations or financial condition. 5. EARNINGS PER SHARE Earnings per share were computed by dividing the applicable amount of earnings by the weighted average number of common shares outstanding during each period shown in the accompanying Consolidated Statements of Earnings. The assumed exercise of outstanding stock options had an immaterial dilutive effect on earnings per share in each respective period. 6. RECENTLY ISSUED ACCOUNTING STANDARDS In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share" ("SFAS No. 128"). This statement simplifies the standards for computing earnings per share ("EPS"), making them comparable to international EPS standards and amends certain disclosure requirements regarding EPS. The Corporation plans to adopt this statement for interim and annual periods ending after December 15, 1997 which is the statement's effective date. The statement is not expected to have a material impact on the Corporation. -9- PART I - ITEM 2 CURTISS-WRIGHT CORPORATION and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS RESULTS of OPERATIONS Curtiss-Wright Corporation posted a 26% increase in sales and a 36% increase in consolidated net earnings for the second quarter of 1997, as compared with the second quarter of 1996. Net earnings of $7.0 million, or $1.39 per share for the 1997 period, represent the highest quarterly earnings per share amount achieved by the Corporation in seven years. In the aggregate, operating earnings totaled $9.0 million for the second quarter of 1997, a 44% increase over the same quarter of last year. Sales totaled $54.4 million for the second quarter of 1997 compared with sales of $43.2 million for the same prior year period. New orders received during the second quarter 1997 period also increased, totaling $53.4 million, compared with orders of $44.4 million received in the same period of 1996. Increases in sales, new orders and net earnings reflect the continued improvements generated by the Corporation's Aerospace & Marine segment, both in its traditional product lines and, to a lesser extent, as a result of its May 1996 acquisition of the Miami, Florida overhaul and repair facility. For the first six months of 1997 the Corporation posted consolidated net earnings of $12.0 million, or $2.36 per share, a 41% improvement as compared with net earnings of $8.5 million, or $1.68 per share, posted for the first six months of 1996. Sales for the six-month 1997 period were $107.6 million, 35% higher than sales of $79.6 million posted in the same six-month period of 1996. Operating income rose 41%, to $15.3 million for the first six months of 1997, compared with operating income of $10.8 million for the same 1996 period. New orders received in the first half of 1997 totaled $99.0 million, compared with new orders of $82.6 million received during the first half of 1996. At June 30, 1997, the Corporation's backlog of unshipped orders totaled $98.8 million, compared with a backlog of $109.5 million at June 30, 1996. Segment Performance The Corporation's Aerospace & Marine segment posted substantially improved results for both the second quarter and first six months of 1997, when compared with those for the same periods of 1996. Sales increased 47% in the second quarter of 1997, to $40.4 million, from sales in the same quarter of the prior year, and totaled $77.6 million for the six-month 1997 period, 59% higher than the same six-month period of 1996. Operating income also increased substantially when comparing both the second quarter and first six months of 1997 with the same respective periods of 1996. The Corporation posted significant increases in sales of its commercial aerospace actuation systems when comparing the second quarter and first half of 1997 with the same respective periods of 1996. Sales increases in original equipment manufacturing (OEM) products are attributable to the high level of production being -10- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS, Continued generated for Boeing jetliners. New Boeing programs and increased build rates on traditional programs have contributed to a production sales growth of 149% over the same six-month period of 1996. Despite significant increases in sales associated with the new Boeing programs, operating income was partially impaired due to high initial manufacturing costs. Sales of military actuation products declined in the aggregate for the Corporation's three major development programs (F-22, the V-22 and the F/A-18 E/F aircraft) reflecting the conclusion of the design portion of these programs. Each of these development programs has achieved substantial levels of completion and further cost overruns should be limited. Declines in development programs were partially offset by increased sales in support of Lockheed Martin's foreign military F-16 program. Aerospace & Marine sales and operating income improvements are also reflective of a significantly high volume of work being done by our metal-treating businesses. Sales of metal-treating services to aerospace customers have increased worldwide when comparing 1997 results with the prior year. In addition, segment results for the second quarter and first six months of 1997 have benefited from full-period contributions from the May 1996 Miami facility acquisition, although only a relatively small portion of the improved earnings in this segment are attributable to that facility. In the aggregate, sales of overhaul and repair services, including those of the Miami facility, totaled $19.6 million and accounted for 25% of Aerospace & Marine segment sales for the first six months of 1997, compared with 18% for the same respective period of 1996. New Orders received by the Aerospace & Marine segment totaled $36.7 million for the second quarter and $66.2 million for the first six months of 1997, increases of 22% and 25%, respectively, from orders received in those same periods of 1996. The increases in new orders for both periods are primarily due to a higher volume of metal- treating services and orders resulting from the Miami operation. The Industrial segment posted slight declines in sales for both the second quarter and first six months of 1997, as compared to the same respective periods of 1996. Sales of industrial products totaled $14.0 million for the second quarter of 1997, 11% below sales posted in the same prior year period, while sales for the six-month 1997 period totaled $30.0 million, just 2% below the prior year. Operating income also declined slightly for both the second quarter and first six months of 1997 in comparison to results of the same 1996 periods. Declines in sales and operating income for the Industrial segment are attributed, in part, to a general softening of automotive and other markets serviced by our metal treating businesses. Sales of commercial valve products also declined for the second quarter and first six month periods of 1997, as compared with those same periods of 1996, due to a non-recurrence of the high level of field service and spare parts sales experienced in the 1996 periods. For the second quarter of 1997, sales and operating earnings of the Industrial segment benefited, in part, from -11- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS, Continued a new flapper valve program for the refrigeration industry which started in the latter part of 1996. New orders received by the Industrial segment in the second quarter of 1997 increased 16% over orders received in the second quarter of 1996 and improved 10% when comparing the first half of 1997 with the same prior year period. The Corporation received commercial nuclear valve orders from Korea totaling more than $3.0 million during the first half of 1997 and expects to receive additional orders totaling approximately $2.0 million during the third quarter of 1997. Non-Operating Revenue and Costs The Corporation recorded other non-operating net revenue totaling $3.3 million for the first six months of 1997, compared with $2.5 million for the first six months of 1996. Non-operating net revenue totaled $1.9 million for the second quarter of both 1997 and 1996. For the six-month period of 1997, net rental income improved $.5 million, as compared to the prior year period, driven by an increase in occupancy at the Corporation's Wood-Ridge, New Jersey Business Complex and a non-recurrence of high maintenance costs at the complex due to the severe winter of 1996. Investment income increased slightly in the second quarter and first six month periods of 1997 over the same respective periods of 1996. While the dollar amount of a administrative expenses for the Corporation as a whole increased for the second quarter and first six month periods of 1997, as compared with those same respective periods of 1996, in the aggregate, such expenses have remained largely consistent as a percentage of sales for both the 1997 and 1996 periods. Impacting six-month 1997 administrative costs were increased charges for legal services provided in defense or pursuit of environmental and related claims, offset to an extent by higher accrued income generated from the Corporation's overfunded pension plan. Net pension income increased slightly, totaling $1.8 million for the first half of 1997, compared with $1.5 million for the first half of 1996. Corporation Expansion The Corporation recently entered into an exclusive long-term requirements agreement to provide shot-peening services on aircraft engine parts for a major customer. In conjunction with the agreement, the Corporation is preparing to further expand its metal-treating operations later this year, after having already expanded its international operations by opening a facility in Belgium earlier this year. A second facility in Germany is scheduled to open in the third quarter of 1997. Domestic metal- treating capabilities are also being expanded by the opening of an additional facility in Kansas. This new facility, the third metal-treating facility in Kansas, is expected to be operational later this year. In addition, two other domestic metal-treating facilities are moving to larger quarters, having outgrown their current locations. The Corporation has also expanded its Accessory Services business to better service the global aerospace market. During the second quarter of 1997, the -12- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS, Continued Corporation received approval from the Singapore Trade and Development Board to open an aerospace parts, distribution and sales center in Singapore. This represents the fifth facility utilized globally by the Corporation to service the aerospace overhaul and repair market. The establishment of the Singapore office follows the recent establishment of a sales office in London, England to aggressively pursue European opportunities for both OEM and overhaul business. CHANGES IN FINANCIAL CONDITION: Liquidity and Capital Resources: The Corporation's working capital was $120.5 million at June 30, 1997, a 4% increase from working capital at December 31, 1996 of $115.4 million. The ratio of current assets to current liabilities was 3.60 to 1 at June 30, 1997, compared with a current ratio of 3.72 to 1 at December 31, 1996. Cash, cash equivalents and short-term investments totaled $62.9 million in aggregate at June 30, 1996, a slight increase from $62.0 million at the prior year end. Changes in working capital primarily reflect an increase in accounts receivable caused by significantly higher sales levels. Gross inventory also increased due to a high level of finished goods maintained at our component overhaul and repair businesses but was offset by increased progress payments received under long-term government contracts. Partially offsetting the increase in working capital was an increase in income taxes payable at June 30, 1997, from December 31, 1996, and accrued dividends payable for the second quarter of 1997. The Corporation continues to maintain its $22.5 million revolving credit lending facility and its $22.5 million short-term credit agreement, which provide additional sources of capital to the Corporation. The revolving credit agreement, of which $7.8 million remains unused at June 30, 1997, encompasses various letters of credit issued primarily in connection with outstanding industrial revenue bonds. There were no cash borrowings during the first half of 1997 and no outstanding balances for borrowed funds under the agreement at June 30, 1997. During the first six months of 1997, internally generated funds were adequate to meet capital expenditures of $5.9 million. Expenditures incurred during the first half of 1997 were primarily for machinery and equipment at the Corporation's newly expanded Shelby, North Carolina facility and expenditures related to the opening of a metal- treating facility in Belgium. Projected funds from operating sources and the Corporation's short-term investments are expected to be more than adequate in 1997 to cover the costs of anticipated capital expenditures, environmental remediation costs -13- CURTISS-WRIGHT CORPORATION and SUBSIDIARIES MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION and RESULTS of OPERATIONS, Continued and planned expansion. Capital expenditures of approximately $7.3 million are anticipated for the balance of the year along with $3.1 million of anticipated expenditures connected with environmental remediation programs at the Corporation's Wood-Ridge, New Jersey Business Complex. Recently Issued Accounting Standards: As discussed in Note 6 to the Consolidated Financial Statements, the Corporation plans to adopt SFAS No. 128, "Earnings per Share," for interim and annual periods ending after December 15, 1997 as required by the statement. The adoption of SFAS No. 128 is not expected to have a material impact on the Corporation. -14- FORWARD-LOOKING STATEMENTS Because forward-looking statements involve risks and uncertainties, actual results may differ materially from those which are expressed or implied. Such statements in this report include those contained in (a) the Environmental Matters note to the Consolidated Financial Statements, (b) projections regarding development costs and orders in the Results of Operations portion of the Management Discussion and Analysis ("MD&A") section hereof and (c) information relating to future capital expenditures contained in the Changes in Financial Condition portion of the MD&A section hereof. Important factors that could cause the actual results to differ materially from those in these forward-looking statements include, among other items, (i) unanticipated environmental remediation expenses or claims; (ii) a reduction in anticipated orders; (iii) an economic downturn; (iv) changes in the need for additional machinery and equipment and/or in the cost for the expansion of the Corporation's operations; (v) changes in the competitive marketplace and/or customer requirements; (vi) an inability to perform customer contracts at anticipated cost levels and (vii) other factors that generally affect the business of aerospace and industrial companies. -15- PART II - OTHER INFORMATION Item 6. EXHIBITS and REPORTS on FORM 8-K (a) Exhibits Exhibit 10 - Material Contracts (Page 17) Exhibit 27 - Financial Data Schedules (Page 20) (b) Reports on Form 8-K The Registrant did not file any report on Form 8-K during the quarter ended June 30, 1997. 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 undesigned thereunto duly authorized. CURTISS-WRIGHT CORPORATION (Registrant) By: /s Robert A. Bosi Robert A. Bosi Vice President - Finance By: /s Kenneth P. Slezak Kenneth P. Slezak Controller Dated: August 4, 1997 -16-