SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR QUARTER ENDED SEPTEMBER 30, 1996
COMMISSION FILE NUMBER 1-6351
---
ELI LILLY AND COMPANY
(Exact name of Registrant as specified in its
charter)
INDIANA 35-0470950
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
LILLY CORPORATE CENTER, INDIANAPOLIS, INDIANA 46285
(Address of principal executive offices)
Registrant's telephone number, including area
code (317) 276-2000
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
-------- -----
The number of shares of common stock outstanding as
of October 31, 1996:
Class Number of Shares Outstanding
----- ----------------------------
Common 551,804,518
1
PART I FINANCIAL INFORMATION
-------------------------------
Item 1. Financial Statements
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
Eli Lilly and Company and Subsidiaries
Three Months Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
------------------------------------------
(Dollars in millions except per-share data)
Net Sales................... $1,803.9 $1,631.9 $5,285.5 $4,964.0
Cost of sales............... 502.9 419.7 1,526.0 1,391.6
Research & development...... 290.7 260.6 840.1 757.8
Marketing & administrative.. 473.1 444.1 1,412.1 1,287.6
Interest expense............ 74.1 75.6 219.5 214.2
Other income - net.......... (96.3) (5.4) (260.7) (89.0)
------- ------- ------ -------
1,244.5 1,194.6 3,737.0 3,562.2
------- ------- ------- -------
Income from continuing
operations before income taxes 559.4 437.3 1,548.5 1,401.8
Income taxes................ 143.8 126.8 398.0 406.5
----- ----- ------- -------
Income from continuing operations 415.6 310.5 1,150.5 995.3
Income from discontinued
operations, net of tax...... - 917.5 - 953.0
----- ------- ------ -------
Net Income.................. $ 415.6 $1,228.0 $1,150.5 $1,948.3
====== ======= ======= =======
Earnings per share:
Income from continuing operations $ .76 $ .54 $2.10 $1.73
Income from discontinued
operations............. - 1.60 - 1.65
---- ---- ---- ----
Net income.................. $ .76 $2.14 $2.10 $3.38
==== ==== ==== ====
Dividends paid per share.... $ .3425 $ .3225 $1.0275 $.9675
See Notes to Consolidated Condensed Financial Statements.
2
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
Eli Lilly and Company and Subsidiaries
September 30, December 31,
1996 1995
------------------------
(Millions)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ............... $738.1 $999.5
Short-term investments .................. 128.3 84.6
Accounts receivable, net of allowances
of $77.0 (1996) and $55.1 (1995) ...... 1,616.4 1,520.5
Other receivables ....................... 174.9 287.9
Inventories ............................. 878.3 839.6
Deferred income taxes ................... 156.5 259.2
Prepaid expenses ........................ 168.3 147.3
------- -------
TOTAL CURRENT ASSETS .................... 3,860.8 4,138.6
OTHER ASSETS
Prepaid retirement ...................... 513.9 484.2
Investments ............................. 429.4 573.8
Goodwill and other intangibles, net of
allowances for amortization of
$280.6 (1996) and $192.2 (1995) ...... 4,039.1 4,105.2
Sundry .................................. 923.8 871.4
------- -------
5,906.2 6,034.6
PROPERTY AND EQUIPMENT
Land, buildings, equipment, and
construction-in-progress ............. 7,007.9 6,828.3
Less allowances for depreciation ........ 2,722.1 2,589.0
------- -------
4,285.8 4,239.3
------- -------
$14,052.8 $14,412.5
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings ................... $1,499.4 $1,908.8
Accounts payable ........................ 707.5 1,018.0
Employee compensation ................... 308.9 316.0
Dividends payable ....................... - 189.1
Income taxes payable .................... 719.8 660.5
Other liabilities ....................... 958.5 874.6
------- -------
TOTAL CURRENT LIABILITIES ............... 4,194.1 4,967.0
LONG-TERM DEBT ............................. 2,582.3 2,592.9
DEFERRED INCOME TAXES ...................... 332.3 295.5
RETIREE MEDICAL BENEFIT OBLIGATION ......... 129.4 147.8
OTHER NONCURRENT LIABILITIES ............... 788.0 976.7
COMMITMENTS AND CONTINGENCIES .............. - -
SHAREHOLDERS' EQUITY
Common stock ............................ 355.6 355.6
Additional paid-in capital .............. 154.5 418.3
Retained earnings ....................... 7,231.9 6,484.3
Deferred costs-ESOP ..................... (188.7) (199.5)
Currency translation adjustments ........ (54.1) (0.6)
-------- ---------
7,499.2 7,058.1
Less cost of common stock in treasury ... 1,472.5 1,625.5
------- -------
6,026.7 5,432.6
------- -------
$14,052.8 $14,412.5
======== ========
See Notes to Consolidated Condensed Financial Statements.
3
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Eli Lilly and Company and Subsidiaries
Nine Months Ended
September 30,
1996 1995
---------------
(Millions)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ...................................$1,150.5 $1,948.3
Adjustments to reconcile net income
to cash flows from operating activities
Net gain on disposition of discontinued
operations ............................... - (910.0)
Changes in operating assets and liabilities . (259.6) (473.0)
Change in deferred taxes .................... 147.9 136.3
Depreciation and amortization ............... 404.8 419.8
Other items, net ............................ (155.6) (63.4)
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES ... 1,288.0 1,058.0
CASH FLOWS FROM INVESTING ACTIVITIES
Net additions to property and equipment ..... (360.9) (393.1)
Additions to sundry assets and intangibles .. (32.1) (1.7)
Reduction of investments .................... 330.1 327.7
Additions to investments .................... (192.2) (228.1)
Acquisitions ................................. (93.3) -
------- ------
NET CASH USED BY INVESTING ACTIVITIES ........ (348.4) (295.2)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid .............................. (562.3) (559.9)
Purchase of common stock and other capital
transactions .............................. (171.8) (49.9)
Net reductions to short-term borrowings ...... (439.4) (236.1)
Net additions to long-term debt ............. 8.9 504.5
------- ------
NET CASH USED BY FINANCING ACTIVITIES ....... (1,164.6) (341.4)
Effect of exchange rate changes on cash ..... (36.4) 17.9
------ -----
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS ............................. (261.4) 439.3
Cash and cash equivalents at January 1 ...... 999.5 536.9
----- -----
CASH AND CASH EQUIVALENTS AT SEPTEMBER 30 ... $738.1 $976.2
===== =====
See Notes to Consolidated Condensed Financial Statements.
4
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with the
requirements of Form 10-Q and therefore do not include all
information and footnotes necessary for a fair presentation of
financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles. In
the opinion of management, the financial statements reflect all
adjustments (consisting only of normal recurring accruals) that
are necessary to a fair statement of the results for the periods
shown. The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues, expenses and
related disclosures at the date of the financial statements and
during the reporting period. Actual results could differ from
those estimates.
As a consequence of the 1995 divestiture, the operating results
of the Medical Device and Diagnostics businesses have been
reflected as `discontinued operations'' in the Company's 1995
financial statements and have been excluded from consolidated
sales and expenses reflected therein.
As presented herein, sales include sales of the Company's life-
sciences products and service revenues from PCS Health Systems,
Inc. (PCS) and Integrated Medical Systems, Inc.
CONTINGENCIES
The Company has been named as a defendant in numerous product
liability lawsuits involving primarily two products,
diethylstilbestrol and Prozac (REGISTERED). The Company has
accrued for its estimated exposure, including costs of litigation,
with respect to all current product liability claims. In addition,
the Company has accrued for certain future anticipated product
liability claims to the extent the Company can formulate a
reasonable estimate of their costs. The Company's estimates of
these expenses are based primarily on historical claims
experience and data regarding product usage. The Company expects
the cash amounts related to the accruals to be paid out over the
next several years. The majority of costs associated with
defending and disposing of these suits are covered by insurance.
The Company's estimate of insurance recoverables is based on
existing deductibles, coverage limits, and the existing and
projected future level of insolvencies among its insurance
carriers.
Under the Comprehensive Environmental Response, Compensation, and
Liability Act, commonly known as Superfund, the Company has been
designated as one of several potentially responsible parties with
respect to certain sites. Under Superfund, each responsible
party may be jointly and severally liable for the entire amount
of the cleanup. The Company also continues remediation of
certain of its own sites. The Company has accrued for estimated
Superfund cleanup costs, remediation, and certain other
environmental matters, taking into account, as applicable,
available information regarding site conditions, potential
cleanup methods, estimated costs, and the extent to which other
parties can be expected to contribute to payment of those costs.
The Company has reached a settlement with its liability insurance
carriers providing for coverage for certain environmental
liabilities. However, because of uncertainties with respect to
the timing and ultimate realization of recoveries under the
policies, the Company has not recorded any environmental
insurance recoverables.
The Company has been named, along with numerous other U.S.
prescription drug manufacturers, as a defendant in a large number
of related actions brought by retail pharmacies alleging
violations of federal and state antitrust and pricing laws. The
federal suits include a class action on behalf of the majority of
U.S. retail pharmacies. The Company and several other
manufacturers agreed to settle the federal class action case and
the anticipated settlement was accrued in the fourth quarter of
1995. The settlement has been approved by the U.S. District
Court but certain class members have appealed that decision.
Other related suits, brought in federal and several state courts
by several thousand pharmacies, involve claims of price
discrimination or claims under other pricing laws. Additional
cases have been brought on behalf of consumers in several states.
5
The environmental liabilities and litigation accruals have been
reflected in the Company's consolidated balance sheet at the
gross amount of approximately $273 million at September 30, 1996.
Estimated insurance recoverables have been reflected as assets in
the consolidated balance sheet of approximately $97 million at
September 30, 1996.
Barr Laboratories, Inc. (Barr) has asserted a claim that the U.S.
patents covering Prozac, which are material to the Company, are
invalid and unenforceable. The Company has filed suit in federal
court in Indianapolis seeking a ruling that Barr's challenge to
Lilly's patents is without merit. While the Company believes
Barr's claims are without merit, there can be no assurance that
the Company will prevail. An unfavorable outcome of this claim
could have a material adverse effect on the Company's
consolidated financial position, liquidity, or results of
operations.
While it is not possible to predict or determine the outcome of
the product liability, patent, antitrust, or other legal actions
brought against the Company, or the ultimate cost of
environmental matters, the Company believes that except as noted
above, the costs associated with all such matters will not have a
material adverse effect on its consolidated financial position or
liquidity but could possibly be material to the consolidated
results of operations in any one accounting period.
EARNINGS PER SHARE
Earnings per share are calculated based on the weighted-average
number of outstanding common shares. The number of shares of
common stock and per-share data for previously reported periods
have been restated to reflect the impact of the Company's two-
for-one stock split in the fourth quarter of 1995.
ACCOUNTING CHANGES
Effective January 1, 1996, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" This statement requires that impairments,
measured using fair market value, are recognized whenever events
or changes in circumstances indicate that the carrying amount of
long-lived assets may not be recoverable and the future
undiscounted cash flows attributable to the asset are less than
its carrying value. Adoption of this statement did not impact
the Company's consolidated results of operations.
Effective January 1, 1996, the Company adopted SFAS No. 123,
"Stock Based Compensation". This statement requires a company
to choose between two different methods of accounting for stock
options. The statement defines a fair-value-based method of
accounting for stock options but allows an entity to continue to
measure compensation cost for stock options using the accounting
prescribed by APB No. 25 (APB 25), "Accounting for Stock Issued
to Employees". The Company has elected to continue applying
accounting prescribed by APB 25.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
OPERATING RESULTS OF CONTINUING OPERATIONS:
The Company's sales for the third quarter increased 11 percent
from the third quarter of 1995. Overall, sales inside and
outside the United States increased 15 percent and 4 percent
respectively. Compared with the third quarter of 1995, volume
increased sales 13 percent, while foreign exchange rates and
selling prices combined to decrease sales 2 percent.
6
The Company's sales for the first nine months of 1996 increased 6
percent when compared with the same period in 1995. Sales in the
United States increased 8 percent, while sales outside the United
States increased 5 percent. Compared with the first nine months
of 1995, volume increased sales 8 percent while foreign exchange
rates and selling prices decreased sales by 1 percent each.
Worldwide sales of pharmaceutical products increased 11 percent
and 7 percent for the third quarter and nine months,
respectively, as compared with the same periods of 1995. Sales
growth was led by Prozac, Humulin (REGISTERED) and two of the
Company's newer products, Gemzar (REGISTERED) and ReoPro
(TRADEMARK). In addition, the quarter and year-to-date sales
benefited from increased health care management service revenues.
Worldwide Prozac sales improved 10 percent to $637.5 million for
the third quarter and 13 percent to $1.8 billion for the nine
months. These sales increases were achieved despite continuing
competition from generic forms of Prozac in Canada and substantial
competitive pressures in France. Humulin sales increased 15
percent to $225.6 million for the third quarter and 11 percent to
$645.3 million for the first nine months of 1996. ReoPro, a
cardiovascular product launched in February 1995, experienced
strong growth with sales of $38.5 million in the third quarter.
For the first nine months of 1996, sales of ReoPro aggregated
$98.5 million. Health care management service revenues were
$94.8 million for the quarter, an increase of 49 percent.
The quarter and year to date sales growth was offset in part by
decreased sales of Axid (REGISTERED), which declined 4
percent and 1 percent respectively from the prior periods, and
anti-infectives, which were 4 percent and 15 percent below the
third quarter and nine months of 1995, respectively. Axid sales
for the quarter and nine months were $126.9 million and $394.4
million, respectively. The Company anticipates that Axid sales
for 1996 will likely reflect a decline as the product faces
increased competitive pressures. The decline in anti-infective
sales was principally the result of cefaclor sales which
reflected decreases of $14.2 million (12 percent) and $153.9
million (29 percent) for the quarter and nine month periods,
respectively.
U.S. pharmaceutical sales growth of 17 percent during the quarter
was due to increased volume and reflects a 15 percent increase in
Prozac sales, a 12 percent increase in Humulin sales, a 49
percent increase in health care management service revenues and
strong ReoPro sales which aggregated $33.9 million. However,
lower anti-infectives sales, which reflected a 9 percent decrease
from the third quarter of 1995, and a decline in Axid sales of 3
percent from third quarter of last year partially offset the
sales growth. For the nine months, U.S. pharmaceutical sales
grew 8 percent, substantially all of which was due to increased
volume. Major products contributing to this growth were Prozac,
which had an increase of $190.8 million or 17 percent and ReoPro,
which had an increase of $78.6 million over 1995. This growth
was somewhat offset by a 39% decline in sales of anti-infectives
due primarily to continued generic competition for cefaclor.
International pharmaceutical sales volume growth of 11 percent
for the third quarter was substantially offset by unfavorable
foreign exchange rates (5 percent) and reduced selling prices (3
percent), resulting in overall sales growth of 3 percent. For
the nine months, international pharmaceutical sales reflected a 4
percent increase. International sales growth for the quarter was
primarily due to increased sales of Gemzar, Humulin, ReoPro, and
Permax (REGISTERED), offset, in part, by a decline in Prozac sales
due to generic competition in Canada and general competitive
pressures in France. Year-to-date sales growth was primarily due
to Gemzar, Humulin, Permax and Prozac.
Worldwide sales of animal health products increased 2 percent in
the third quarter and 4 percent in the first nine months compared
with the same periods last year. These increases resulted from
increased performance across a majority of the product line,
primarily driven by increased international sales which were
offset somewhat by decreased sales in the U.S.
Cost of sales was 27.9 percent of sales for the third quarter and
28.9 percent of sales for the first nine months, as compared to
25.7 percent and 28 percent for the third quarter and nine
months of 1995, respectively. The increase as compared to the
third quarter of 1995 reflects the impacts of increased health
care management service revenues, which have lower margins than
pharmaceuticals, reduced production volumes as the Company
endeavors to reduce inventory levels and a sales mix that
included increased revenues from lower margin product lines, such
as ReoPro. The increase for the nine months primarily reflects
the impacts of increased health care management service revenues.
7
Total operating expenses increased 8 percent for the third
quarter and 10 percent for the nine months compared to the same
periods in 1995. Research and development grew 12 percent and 11
percent for the third quarter and nine months, respectively, over
the same periods in 1995. The large number of compounds in the
later and most expensive phases of clinical trials, primarily
raloxifene, drove the increase in research and development
expenses for both periods. Assuming business conditions remain
stable, the Company expects spending in research and development
to increase approximately 12 to 14 percent for the year compared
with 1995. The increase in the marketing and administrative
expenses (7 percent for the third quarter and 10 percent for the
nine months compared to the same periods in 1995) was caused
primarily by higher costs associated with new product launches of
Gemzar and Humalog (REGISTERED), the anticipated launch of Zyprexa
(TRADEMARK) and reserves taken to cover outstanding receivables
from FoxMeyer Health Corporation, a pharmaceutical wholesaler
which filed for bankruptcy in the third quarter. The Company's
continued efforts to expand globally, especially in emerging
markets, as well as investments in increased information technology
capabilities also contributed to the increase. In the second
quarter of 1996, the Company implemented cost-containment programs
designed to reduce the overall rate of expense growth while
directing greater funding to new product launches and globalization
efforts. These programs helped slow the rate of marketing and
administrative expense growth to 7 percent for the third quarter
compared to 10 percent for the second quarter and year to date.
Net other income of $96.3 million for the third quarter and
$260.7 million for the nine months was $90.9 million higher and
$171.7 million higher than the same periods in 1995. The third
quarter was favorably impacted by the sale of the U.S. marketing
rights of Ceclor (REGISTERED) CD and Keftab (REGISTERED) to Dura
Pharmaceuticals, Inc. for approximately $100 million or $.12 per
share. In addition to the above, the other income increase for
the nine months reflects non-recurring income received under
royalty, co-development and co-marketing contracts, the sale of
marketing rights for ReoPro in Japan and Tapazole (REGISTERED)
in the U.S., and the sale of certain equity securities.
The Company's estimated tax rate for both the third quarter and
nine months of 1996 was 25.7 percent compared to 29 percent for
the same periods in 1995. The decline is primarily the result of
increased earnings in jurisdictions with lower tax rates and the
effectiveness of various tax strategies. The estimated effective
tax rate for the first nine months of 1996 essentially equals the
annual 1995 rate of 26 percent. The Company expects current tax
strategies will allow its 1996 rate to remain approximately the
same as the 1995 annual rate.
Income from continuing operations was $415.6 million and $.76 per
share for the third quarter, representing increases of 34 percent
and 41 percent, respectively, as compared with the same periods
in 1995. For the first nine months of 1996, income from
continuing operations was $1.2 billion and $2.10 per share,
increases of 16 percent and 21 percent respectively, from last
year. For the quarter, income was favorably impacted by
increased sales, a lower growth rate of operating expenses,
increased other income and the reduced effective tax rate,
offset, in part, by increased costs of goods sold as a percent of
sales. For the first nine months of 1996, operating expenses
grew at a faster rate than sales, but the negative income impact
was more than offset by the reduced estimated tax rate and
increased other income.
DISCONTINUED OPERATIONS AND NET INCOME:
The Company completed its divestiture of all its Medical Devices
and Diagnostics Division subsidiaries in 1995. As a result,
reported net income and earnings per share in 1996 do not include
income from discontinued operations. The Company realized a net
gain on the divestitures of $910 million during the third quarter
of 1995 which added $1.60 in earnings per share. As a
consequence, net income in 1996 reflects decreases of 66 percent
and 41 percent for the three month and nine month periods,
respectively, as compared with the same periods in 1995.
Further, earnings per share for the quarter and nine months
decreased 64 percent and 38 percent.
8
FINANCIAL CONDITION:
As of September 30, 1996, cash, cash equivalents and short-term
investments totaled $866.4 million as compared with $1,084.1
million at December 31, 1995. Total debt at September 30, 1996,
was $4,081.7 million, a decrease of $420 million from
December 31, 1995. The decrease in debt was primarily the result
of using cash flows from operations and excess cash to reduce
short-term borrowings. Short-term debt aggregating $1,499.4 million
is primarily in the form of commercial paper.
The Company believes that cash generated from operations in 1996,
along with available cash and cash equivalents, will be
sufficient to fund essentially all of the 1996 operating needs,
including debt service, capital expenditures, and dividends. The
Company believes that amounts available through existing
commercial paper programs should be adequate to fund maturities
of short-term borrowings. The outstanding commercial paper is
also backed up by committed bank credit facilities.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
Under the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the Company cautions investors
that any forward-looking statements or projections made by the
Company are subject to risks and uncertainties which may cause
actual results to differ materially from those projected.
Economic, competitive, governmental, technological and other
factors which may affect the Company's operations are discussed
in Exhibit 99 to this Form 10-Q filing.
9
PART II OTHER INFORMATION
--------------------------
Item 1.Legal Proceedings
In October 1996, the Federal Trade Commission issued a subpoena
to the Company and PCS requesting production of certain documents
in connection with a non-public investigation reviewing whether
the relationships and activities between pharmacy benefit
management companies and pharmaceutical companies have violated
federal antitrust laws, including a review of whether the Company
has violated the consent decree it entered into at the time it
acquired PCS. The Company believes that all of its actions and
those of PCS have been lawful, proper and in accordance with the
PCS consent decree.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following documents are filed as
-------- exhibits to this Report:
10. 1994 Lilly Stock Plan, as amended through October 21, 1996
11. Statement re: Computation of Earnings Per Share on
Primary and Fully Diluted Bases
12. Statement re: Computation of Ratio of Earnings to
Fixed Charges
27. Financial Data Schedule
99. Cautionary Statement Under Private Securities
Litigation Reform Act of 1995 - ``Safe Harbor'' for
Forward Looking Disclosures
(b) Reports on Form 8-K.
-------------------
No reports on Form 8-K were filed during the third
quarter of 1996.
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.
ELI LILLY AND COMPANY
---------------------
(Registrant)
Date November 11, 1996 s/Daniel P. Carmichael
----------------- -------------------------------------
Daniel P. Carmichael
Secretary and Deputy General Counsel
Date November 11, 1996 s/Arnold C. Hanish
----------------- ----------------------------------
Arnold C. Hanish
Director, Corporate Accounting and
Chief Accounting Officer
10
INDEX TO EXHIBITS
The following documents are filed as a part of this Report:
Exhibit Page
------- ----
10. 1994 Lilly Stock Plan, as amended 13-19
through October 21, 1996
11. Statement re:
Computation of Earnings Per Share
on Primary and Fully Diluted Bases 20
12. Statement re:
Computation of Ratio of Earnings
to Fixed Charges 21
27. Financial Data Schedule 22-23
99. Cautionary Statement Under Private
Securities Litigation Reform Act of
1995 - ``Safe Harbor'' for Forward
Looking Disclosures 24
11