FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-9785 TRI CITY BANKSHARES CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 39-1158740 - ------------------------------- ------------------------ (State or other jurisdiction of (IRS Employer ID Number) incorporation or organization) 6400 S. 27th Street, Oak Creek, WI (Address of principal executive offices) 53154 -------- Zip Code (414) 761-1610 --------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------ ------ The number of shares outstanding of $1.00 par value common stock, as of June 30, 1998: 2,512,227 shares FORM 10-Q TRI CITY BANKSHARES CORPORATION INDEX PART I - FINANCIAL INFORMATION Page # Item 1 Financial Statements (Unaudited) Consolidated Balance Sheets as of June 30, 1998 and December 31, 1997 3 Consolidated Statements of Income for the Three Months ended June 30, 1998 and 1997 4 Consolidated Statements of Income for the Six Months ended June 30, 1998 and 1997 5 Consolidated Statements of Cash Flows for the Six Months ended June 30, 1998 and 1997 6 Notes to Unaudited Consolidated Financial Statements 7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3 Quantitative and Qualitative Disclosures About Market Risk 14 PART II - OTHER INFORMATION Items 1 - 6 15 Signatures 19 2 TRI CITY BANKSHARES CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS June 30, December 31, 1998 1997 -------- ------------ Cash and due from banks $ 30,050,503 $ 39,107,888 Federal funds sold 20,550,000 5,600,000 ------------ ------------ Cash and cash equivalents 50,600,503 44,707,888 Investment securities: Available-for-sale (at fair value) 2,985,000 2,964,000 Held-to-maturity (fair value of 1998 - 119,057,743 1997 - 124,141,964) 118,707,087 123,396,458 Loans 276,153,531 267,398,942 Allowance for loan losses (3,775,592) (3,500,050) ----------- ----------- Net Loans 272,377,939 263,898,892 Premises and equipment 17,738,570 18,126,925 Other assets 6,605,537 6,539,402 ----------- ----------- TOTAL ASSETS $ 469,014,636 $ 459,633,565 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $ 114,117,382 $ 105,911,980 Interest bearing (over $100,000) 27,574,000 24,436,381 Interest bearing 264,402,234 268,595,009 ----------- ----------- Total Deposits 406,093,616 398,943,370 Short-term borrowings: Federal funds purchased and securities sold under agreements to repurchase 66,265 0 Other 5,265,213 5,710,804 ----------- ----------- 5,331,478 5,710,804 Other Liabilities 1,639,063 1,481,710 ----------- ----------- TOTAL LIABILITIES 413,064,157 406,135,884 Stockholders' equity: Cumulative Preferred stock, par value -$1 per share authorized - 200,000 shares; issued and outstanding-none Common stock, par value-$1 per share authorized-5,000,000 shares; Issued and outstanding: 1998 - 2,512,227 shares; 1997 - 2,503,118 shares 2,512,227 2,503,118 Additional paid in capital 9,478,069 9,209,826 Retained earnings 43,970,069 41,810,248 Net unrealized losses on investment securities available-for-sale (9,886) (25,511) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 55,950,479 53,497,681 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 469,014,636 $ 459,633,565 =========== =========== See Notes to Unaudited Consolidated Financial Statements. 3 TRI CITY BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF INCOME FOR THREE MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED) 1998 1997 ---- ---- Interest income: Loans, including fees $ 6,492,921 $ 6,225,592 Investment securities: Taxable 883,117 1,079,038 Exempt from federal income tax 761,372 696,925 Federal funds sold 191,221 6,736 ----------- ----------- TOTAL INTEREST INCOME 8,328,631 8,008,291 Interest expense: Deposits 2,726,529 2,523,668 Short-term borrowings 20,186 121,618 ----------- ----------- TOTAL INTEREST EXPENSE 2,746,715 2,645,286 ----------- ----------- NET INTEREST INCOME 5,581,916 5,363,005 Provision for loan losses (150,000) (150,000) ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 5,431,916 5,213,005 Other income: Service charge income 862,701 883,513 Rental income 243,434 217,322 Other 556,169 452,792 ----------- ----------- TOTAL OTHER INCOME 1,662,304 1,553,627 Other expense: Salaries and employee benefits 2,677,229 2,520,037 Net occupancy 614,952 632,831 Equipment 315,383 303,633 Data processing 155,844 167,823 Advertising 107,970 115,436 Regulatory Agency Assessments 37,723 39,148 Office Supplies 138,637 117,599 Other 571,567 687,475 ----------- ----------- TOTAL OTHER EXPENSE 4,619,305 4,583,982 Income before income taxes 2,474,915 2,182,650 Provision for income taxes 658,700 597,700 ----------- ----------- NET INCOME $ 1,816,215 $ 1,584,950 =========== =========== Per share data: Net income $ 0.72 $ 0.63 Average shares outstanding 2,511,079 2,493,849 See Notes to Unaudited Consolidated Financial Statements. 4 TRI CITY BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF INCOME FOR SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED) 1998 1997 ---- ---- Interest income: Loans, including fees $ 12,841,371 $ 12,328,624 Investment securities: Taxable 1,709,152 2,227,686 Exempt from federal income tax 1,601,374 1,326,973 Federal funds sold 228,582 7,525 ------------ ------------ TOTAL INTEREST INCOME 16,380,479 15,890,808 Interest expense: Deposits 5,327,114 5,006,825 Short-term borrowings 132,610 297,750 ------------ ------------ TOTAL INTEREST EXPENSE 5,459,724 5,304,575 ------------ ------------ NET INTEREST INCOME 10,920,755 10,586,233 Provision for loan losses (300,000) (300,000) ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 10,620,755 10,286,233 Other income: Service charge income 1,690,865 1,677,501 Rental income 480,834 436,077 Other 1,160,058 836,333 ------------ ------------ TOTAL OTHER INCOME 3,331,757 2,949,911 Other expense: Salaries and employee benefits 5,400,571 5,012,074 Net occupancy 1,251,664 1,292,698 Equipment 645,687 624,566 Data processing 300,652 310,563 Advertising 213,735 226,283 Regulatory Agency Assessments 75,072 72,415 Office Supplies 274,881 252,348 Other 1,207,730 1,217,641 ------------ ------------ TOTAL OTHER EXPENSE 9,369,992 9,008,588 ------------ ------------ Income before income taxes 4,582,520 4,227,556 Provision for income taxes 1,170,000 1,136,000 ------------ ------------ NET INCOME $ 3,412,520 $ 3,091,556 ============ ============ Per share data: Net income $ 1.36 $ 1.24 Common stock investment $ 22.30 $ 20.42 Dividends $ 0.500 $ 0.425 Average shares outstanding 2,508,810 2,491,896 See Notes to Unaudited Consolidated Financial Statements. 5 TRI CITY BANKSHARES CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED) 1998 1997 ---- ---- OPERATING ACTIVITIES Net income $ 3,412,520 $ 3,091,556 Adjustments to reconcile net income to net cash provided by operating activities: Proceeds from sale of loans held for sale 12,645,847 3,093,017 Origination of loans held for sale (12,645,847) (3,093,017) Amortization of investment securities premiums and accretion of discounts 57,088 94,151 Provision for loan losses 300,000 300,000 Provision for depreciation 878,451 828,714 (Increase) decrease in interest receivable (52,251) 51,373 Increase in interest payable 51,976 50,297 Other 83,493 16,566 ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 4,731,277 4,432,657 INVESTING ACTIVITIES Investment Securities Held to Maturity: Proceeds from maturities and redemptions of investment securities 14,634,908 9,991,432 Purchase of investment securities (10,000,000) (1,350,000) Net increase in loans (8,779,047) (7,846,147) Purchases of premises and equipment (490,096) (444,121) ------------ ------------ NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (4,634,235) 351,164 FINANCING ACTIVITIES Net increase in deposits 7,150,246 1,023,720 Net decrease in short-term borrowings (379,326) (155,047) Sale of Common Stock 277,352 248,860 Cash dividends (1,252,699) (1,057,667) ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 5,795,573 59,866 ------------ ------------ INCREASE IN CASH AND CASH EQUIVALENTS 5,892,615 4,843,687 Cash and cash equivalents at the beginning of the period 44,707,888 35,507,815 ------------ ------------ CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 50,600,503 $ 40,351,502 ============ ============ See Notes to Unaudited Consolidated Financial Statements. 6 TRI CITY BANKSHARES CORPORATION NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (A) Basis of Presentation The accompanying audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to form 10Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by Generally Accepted Accounting Principles for complete financial statements. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Annual Report on Form 10-K of Tri City Bankshares Corporation ("Tri City") for the year ended December 31, 1997. The December 31, 1997 financial information included herein is derived from the December 31, 1997 Consolidated Balance Sheet of Tri City which is included in the aforesaid Annual Report on Form 10-K.In the opinion of Tri City's Management, the accompanying unaudited consolidated financial statements contain all adjustments consisting of normal recurring accruals, necessary to present fairly Tri City's financial position as of June 30, 1998 and the results of its operations and cash flows for the three month and six month periods ended June 30, 1998 and 1997. The operating results for the first three months of 1998 are not necessarily indicative of the results which may be expected for the entire 1998 fiscal year. 7 TRI CITY BANKSHARES CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion contains certain "forward-looking statements", including statements concerning objectives and future events or performance, and other statements which are other than historical fact. Factors which may cause actual results to differ materially from those contemplated by such forward- looking statements include, but are not limited to, the following possibilities: (i) lower than anticipated loan and deposit growth due to a variety of factors, including changes in the interest rate environment and an increase in competitive pressures in the banking and financial services industry; (ii) insufficient reserves for loan losses; (iii) poorer than expected general economic conditions; (iv) legislation or regulatory changes which adversely affect the banking industry; and (v) other unanticipated occurrences. CHANGES IN FINANCIAL POSITION During the first six months of 1998, Tri City Bankshares Corporation (the "Corporation") increased net assets $9.4 million (2.0%) compared to an increase of $3.0 million (0.7%) in the first six months of 1997. Loan balances during the first half of 1998 increased $8.8 million (3.3%) compared to an increase of $7.8 million (3.1%) during the same period in 1997. Loan growth has continued at a moderate pace. Management strives to attract new loan customers and encourage them to do their financing with the Corporation. Since recent bank acquisitions have created larger banking organizations, management feels that they may be able to attract customers who seek that PERSONAL TOUCH from their banking affiliate. Cash and cash equivalents have increased $5.9 million (13.2%) during the first six months of 1998 compared to $4.8 million (13.6%) during the first six months 8 of 1997. Investment securities decreased $4.7 million (3.8%) in 1998 due to normal maturities and call options, and the proceeds have not yet been reinvested . In deciding how to reinvest such proceeds, management will seek investments which will increase the Corporation's net income while not exposing it to unnecessary risk. Because most securities currently available do not offer a premium rate, management intends to hold these proceeds in readily available funds until an appropriate investment becomes available or loan demand increases. In comparison, investment securities during the first half of 1997 decreased $9.7 million (7.7%) also due to normal call options or maturities. The allowance for loan losses increased $275,500 (7.9%) in the first six months of 1998 compared to an increase of $284,000 during the same period of 1997. Management attempts to maintain an adequate reserve for loan loss based on past experience, any known problem loans and current loan growth. Total deposits increased $7.2 million (1.8%) during the first six months of 1998 compared to an increase of $1.0 million (0.3%) during the first six months of 1997. This growth is primarily in non-interest bearing deposits and in time deposits over $100,000. Management employs various marketing techniques to attract customers to the Corporation including sponsorship of several festivals and promotional events. Borrowed funds have decreased during 1998 by $379,000 (6.6%) compared to a decrease of $155,000 (2.9%) during 1997. The equity of the Corporation increased $2.5 million (4.6%) in the first six months of 1998 compared to an increase of $2.2 million (4.5%) during the first six months of 1997. This increase is due to continued increase in net earnings as well as continued interest in the dividend reinvestment program of the Corporation. 9 LIQUIDITY Management strives to maintain a strong liquidity position for the Corporation. They have carefully monitored the correlation between interest earning assets and interest bearing liabilities. Fluctuations in interest rates can be the main cause for the flow of funds either into or out of a financial institution. As interest rates rise, depositors want to acquire the best yield they can and thus deposits may increase, and as rates decrease the demand for loans generally increases substantially. Management maintains a low borrowing position for the Corporation so that as these fluctuations occur, the Corporation can respond more readily. CAPITAL RESOURCES During the first quarter of 1998, the Corporation entered into a contract to outsource all of its data processing systems before year end. This will include loan, deposit and general ledger systems. New equipment is being purchased at an estimated cost of approximately $2.0 million and will be financed by the Corporation's banking subsidiary. The Corporation is also negotiating the purchase of land for a new building to provide additional space for this subsequent growth. The cost of the land and the building is expected to be approximately $2.2 million and is expected to be financed by the Corporation's banking subsidiary. Several of the subsidiary's banking locations are also in the process of remodeling. Management believes that this expense will be borne by each location affected and will be minimal. There are no additional capital expenditures planned for the current year; however, management will continue to examine any opportunities which may present themselves for the continued growth and profitability of the Corporation. 10 RESULTS OF OPERATIONS The Corporation's net income for the quarter ended June 30, 1998 increased $237,500 (15.0%) compared to an increase of $258,900 (19.5%) for the quarter ended June 30, 1997. Interest income on loans ,including fees, increased $267,300 (4.3%) in the second quarter of 1998 compared to an increase of $587,100 (10.4%) during the same period in 1997. Management attributes the lower rates of growth in net income and interest income in loans to a lower demand for loans and decreased interest rates on loans during 1998 which averaged 8.8% during the second quarter, compared to 9.0% during the second quarter in 1997. Interest income on investment securities has decreased $131,500 (7.4%) in the second quarter of 1998 compared to an increase of $111,900 (6.7%) during the same three months in 1997 because management has not reinvested the proceeds of matured securities in investment securities, due to the lack of comparable investments. Interest income on federal funds sold has increased $184,500 for the three months ended June 30, 1998 compared to a decrease of $169,000 for the three months ended June 30, 1997. Instead, these proceeds have been invested for the short term in the Federal Funds Market. Management expects however, that the demand for loans will increase and such proceeds will be available to satisfy this demand. Interest expense on deposits has increased $202,900 (8.0%) during the second quarter of 1998 compared to a decrease of $151,800 (5.7%) during the same period in 1997. Deposit balances have increased from June, 1997 to June, 1998 approximately $23.2 million which accounts for this increased expense for the quarter. Interest rates have continued to remain stable during the past twelve months due to a very stable economy. Short term borrowings interest expense decreased $101,400 (83.4%) in the second quarter of 1998 compared to an increase of $106,300 (695.8%) during the second quarter of 1997. Since deposit balances have increased and investment security balances decreased, the Corporation had excess funds to invest and therefore did not need to borrow funds. 11 Other income increased $108,700 (7.0%) in the three month period ended June 30, 1998 compared to an increase of $110,800 (7.7%) during the same period in 1997. Other expenses increased $35,300 (0.8%) in the second quarter of 1998 compared to an increase of $216,900 (5.0%) in the second quarter of 1997. Because the Corporation does not currently have a large number of nonperforming loans, loan collection and other related fees have decreased $64,400 in the second quarter of 1998 compared to an increase of $15,100 in the second quarter of 1997. A summary statement of the change in income for the quarters ended June 30, 1998 and 1997 appears below : Three Months Ended June 30, June 30, 1998 1998 1997 Over (Under) (Unaudited) (Unaudited) 1997 ------------- ------------ ----------- Revenue and Expenses:(000's) Interest Income $ 8,329 $ 8,008 $ 321 Less:Interest Expense 2,747 2,645 102 ------------- ------------ ----------- Net Interest Income 5,582 5,363 219 Provision for Loan Loss 150 150 0 Other Operating Expense Net of Other Operating Revenues 2,957 3,030 (73) ------------- ------------ ----------- Income Before Income Taxes 2,475 2,183 292 Tax Provision 659 598 61 ------------- ------------ ----------- NET INCOME $ 1,816 $ 1,585 $ 231 ============= ============ =========== The Corporation's net income during the first six months of 1998 increased $327,200 (10.6%) compared to an increase of $502,000 (19.4%) during the first six months of 1997. During this period in 1998, interest income and fees on loans increased $512,700 (4.2%) compared to an increase of $1.1 million (7.7%) in 1997. This change reflects management's attempt to stimulate loan growth with a conservative approach to loan review. Management believes that maintaining this balance is necessary to maintaining a portfolio of high 12 quality loans. Interest income on investment securities has decreased $244,100 (6.9%) in the first six months of 1998 compared to an increase of $294,000 (9.0%) in the first six months of 1997. Investment security balances have declined as such securities have matured and the supply of comparable securities has declined. Interest expense on deposits increased $320,300 (6.4%) during the first half of 1998 compared to a decrease of $258,200 (4.9%) during the same period in 1997. The Corporation's deposit base has increased $24.1 million during the twelve month period ending June 30, 1998 compared to a growth of $14.3 million during the twelve months ending June 30, 1997. Interest expense on short term borrowings decreased $165,100 (55.5%) in the first six months of 1998 compared to an increase of $254,000 (580.2%) during the first six months of 1997. The excess funds received from increased deposits together with the proceeds of matured securities have enabled the Corporation to remain in a funds sold position rather than a borrowed position for the first half of 1998. Total other expense net of total other income decreased $20,400 (5.7%) in 1998 compared to an increase of $240,800 (72.4%) in 1997. A surcharge placed on foreign (non-customer) transactions at the Corporation's ATMs (Automated Teller Machines) was initiated in June of 1997. The full impact of this surchange was reflected during the first six months of 1998. CAPITAL ADEQUACY The office of the Comptroller of the Currency ("OCC") has issued guidelines which impose upon national banks certain risk-based capital and leverage standards. Failure to meet applicable capital guidelines could subject a national bank to a variety of enforcement remedies which are available to the federal regulatory authorities. Depending upon the circumstances, the regulatory agencies may require an institution to surpass minimum capital ratios established and may also take more restrictive action. 13 As of December 31, 1997, the most recent notification from the OCC, the Corporation was categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Corporation must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios of 10%, 6% and 5%, respectively. The total risk-based capital ratio for the Corporation is 20.51%, Tier I risk-based capital ratio of 19.26% and its leverage ratio in 12.28%. YEAR 2000 ISSUE The Corporation believes that its new data processing systems will not be adversely affected by the Year 2000 Issue. The Corporation has initiated formal communications with all of its significant suppliers and large customers to determine the extent to which the Corporation is vulnerable to those third parties' potential failure to remediate their own Year 2000 Issue. However, there can be no guarantee that the systems of other companies, on which the Corporation's systems rely, will be timely converted, or that a failure to convert by another company, or a converstion that is incompatible with the Corporation's systems, would not have a material adverse effect on the Corporation. Item 3: Quantitative and Qualitative Disclosures About Market Risk The Corporation's Annual Report on Form 10-K contains certain disclosures about market risks affecting the Corporation. There have been no material changes to the information provided which would require additional disclosures as of the date of this filing. 14 PART II - OTHER INFORMATION Item 4 Submission of Matters to a Vote of Security Holders On June 10, 1998, Tri City Bankshares Corporation held its annual stockholders meeting. The only item held for a vote of stockholders was for the election of Directors for the ensuing year. The number of shares of common stock represented by proxy and in person was 2,207,789, which represented approximately 88.0% of the total outstanding shares entitled to vote for directors. There was no solicitation in opposition to management's nominees for directors and all such nominees were elected pursuant to the following vote: Director's Name: Frank Bauer For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 Director's Name: Sanford Fedderly For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 Director's Name: William Gravitter For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 15 Director's Name: Henry Karbiner, Jr. For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 Director's Name: Christ Krantz For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 Director's Name: Rudie Lauterbach For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 Director's Name: William McGovern For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 Director's Name: Robert Orth For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 16 Director's Name: Ronald K. Puetz For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 Director's Name: John Rupcich For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 Director's Name: David Ulrich, Sr. For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 Director's Name: David Ulrich, Jr. For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 Director's Name: William Werry For 2,203,428 Against 0 Withheld 4,361 Abstain 0 Broker Non-Vote 0 17 Director's Name: Scott A. Wilson For 2,203,353 Against 75 Withheld 4,361 Abstain 0 Broker Non-Vote 0 No other matters were voted on at the annual meeting. Item 6 Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description -------------- ----------- 27 Financial Data Schedule (b) Reports on Form 8-K None 18 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. TRI CITY BANKSHARES CORPORATION DATE: August 12, 1998 /s/Henry Karbiner, Jr. ----------------------- ----------------------------- Henry Karbiner, Jr. Executive Vice President, Secretary/Treasurer DATE: August 12, 1998 /s/Thomas W. Vierthaler ----------------------- ----------------------------- Thomas W. Vierthaler Vice President and Comptroller (Chief Accounting Officer) 19 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 27 Financial Data Schedule