SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997, Commission file
number 0-10658 BWC FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 94-2621001
(State of other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
1400 Civic Drive, Walnut Creek, California 94596
(Address of principal executive offices)
Registrant's telephone number, including area code: (510) 932-5353
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant, as of March 1, 1998: $33,901,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of March 1, 1998.
Title of Class: Common Stock, no par value Shares Outstanding: 1,233,062
Documents Incorporated by Reference* Incorporated Into:
1997 Annual Report to Shareholders Part II and IV
Definitive Proxy Statement for the 1998 Part III
Annual Meeting of Shareholders to be
filed by March 23, 1998.
* Only selected portions of the document specified are incorporated by
reference into this report, as more particularly described herein.
TABLE OF CONTENTS
PAGE
PART I
Item 1 Business 1
Item 2 Properties 3
Item 3 Legal Proceedings 3
Item 4 Submissions of Matters to a Vote of Shareholders 3
PART II
Item 5 Market for the Registrant's Common Stock and
Related Shareholder Matters 4
Item 6 Selected Financial Data 4
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operations 5 - 12
Item 8 Financial Statements and Supplementary Data 13
Item 9 Changes in and Desagreements with Accountants on
Accounting and Financial Disclosure 13
PART III
Item 10 Directors and Executive Officers of
the Registrant 14
Item 11 Executive Compensation 14
Item 12 Security Ownership of Certain Beneficial
Owners and Management 14
Item 13 Certain Relationships and Related Transactions 14
PART IV
Item 13 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 14
Signatures 15
Index to Exhibits 16
PART I
ITEM 1. BUSINESS
BWC Financial Corp. ("Corporation") is a bank holding company registered
under the Bank Holding Company Act of 1956, as amended. It is a holding
company for Bank of Walnut Creek, which was incorporated under the laws of
the State of California on November 26, 1979. Its principal office is
located at 1400 Civic Drive, Walnut Creek, California 94596, and its
telephone number is (510) 932-5353.
Bank of Walnut Creek has conducted the business of a commercial bank since
December 12, 1980. The Bank's primary focus is to engage in wholesale
commercial banking, serving small to middle-sized businesses,
professionals, high net worth individuals and general retail banking
business. Rather than concentrate on any specific industry, the Bank has
solicited and attracted customers from a wide variety of light
manufacturing, wholesaling, retailing, contracting, real estate development
and service businesses, accountants, physicians and dentists.
The Bank offers a full range of commercial banking services emphasizing the
banking needs of individuals, and the business and professional community
in Walnut Creek, California and surrounding areas of Contra Costa County.
The Bank accepts checking and savings deposits, makes construction loans,
mortgage real estate loans, commercial loans, and installment loans, and
offers safe deposit services, including oversize boxes for short-term
storage. It sells travelers checks, issues drafts, and offers other
customary banking services. The Bank offers its depositors a wide
selection of deposit instruments including money market accounts, NOW
accounts, and time certificates of deposit. Bank of Walnut Creek also
offers an auto deposit pick-up service to its professional and business
clients. Automatic teller machines are available at all bank locations, 24
hours a day, and are part of the EDS and Cirrus networks with ATM access at
locations throughout the United States and Canada. The Bank offers its
clients 24 hour telephone access to their accounts through a system called
Telebanc, and PC banking access through a system called PCBanc.
The Bank operates an SBA (Small Business Administration) lending
department, and also has a "Business Credit" department which provides
asset based (factoring)loans with assignment of receivable. Both of these
areas of the Bank add to the Corporations range of services to its clients.
The Corporation also operates, through its subsidiary, BWC Real Estate, a
joint venture brokerage service called "BWC Mortgage Services". This
brokerage division not only provides long term mortgage placement services
for the Bank's construction loan clients but for non-clients seeking long
term mortgage financing. The long term financing is placed through the
most competitive mortgage investors available in the market.
The Bank is not at this time authorized to conduct trust business and has
no present intention to apply to regulatory authorities to do so. Although
the Bank does not directly offer international banking services, the Bank
does make such services available to its customers through other financial
institutions with which the Bank has correspondent banking relations.
Service Area
Contra Costa County represents the primary service area of Bank of Walnut
Creek and its branches, however, the service area also extends into Alameda
County and Solano County. Walnut Creek, California, is site of the
Corporation's main office and the Bank also operates offices in the cities
of Orinda, Danville, San Ramon, Pleasanton and Fremont, California.
BWC Financial Corp. has no foreign or international activities or
operations.
Competition
The banking business in the Bank's primary service area, consisting of
Contra Costa County, Southern Solano County, and Northern Alameda County,
is highly competitive with respect to both loans and deposits. The area is
dominated by the major California banks, all of which have multiple branch
offices throughout our defined service area. Additionally, there are many
thrifts representing most of the major thrift institutions operating in the
California market. There are also a number of other independent banks that
are a source of competition due to the similarity of the market served.
Among the advantages of major banks are their abilities to finance wide-
ranging advertising campaigns, to offer certain services (for example,
trust services) which are not offered directly by the Bank and to have
substantially higher legal lending limits due to their greater
capitalizations. In addition to major banks, some of the nation's largest
savings and loan associations are located in California and compete for
mortgage business along with smaller savings and loan associations.
Bank of Walnut Creek is in direct competition with all these financial
institutions. Management believes the Bank competes successfully with
these institutions because of sound management techniques and the
flexibility to adjust to changing economic situations. The dedication of
founders, directors, and bank personnel has been instrumental in the Bank's
ability to compete. The Bank is dedicated to providing personal attention
to the financial needs of businesses, professionals, and individuals in its
service area.
Employees
At December 31, 1997, Bank of Walnut Creek employed 86 people. At the
present time there are no employees directly employed by BWC Financial
Corp. or by its mortgage subsidiary BWC Real Estate. There are 20 persons
employed by the joint venture BWC Mortgage Services either directly on as
independent contractors.
Supervision and Regulation
As a California state-licensed bank, the Bank is subject to regulation,
supervision and periodic examination by the California State Banking
Department. The Bank is also subject to regulation, supervision, and
periodic examination by the Federal Deposit Insurance Corporation (the
"FDIC"). The Bank is not a member of the Federal Reserve System, but is
nevertheless subject to certain regulations of the Board of Governors of
the Federal Reserve System. As a state bank, the Bank's deposits are
insured by the FDIC to the maximum amount permitted by law, which is
currently $100,000.
The regulations of those state and federal bank regulatory agencies govern
most aspects of the Bank's business and operations, including, but not
limited to, requiring the maintenance of non-interest bearing reserves on
deposits, limiting the nature and amount of investments and loans which may
be made, regulating the issuance of securities, restricting the payment of
dividends, regulating bank expansion and bank activities, including real
estate development activities and determining characteristics of certain
deposit accounts.
ITEM 2. PROPERTIES
The principal office of the Bank of Walnut Creek is located at 1400 Civic
Drive, in the financial district of downtown Walnut Creek. The premises
are located in a modern building of which the Bank has leased approximately
11,917 square feet.
BWC Financial Corp. shares common quarters with Bank of Walnut Creek in its
principal office.
On September 24, 1982, a branch office was opened at 224 Brookwood Road,
Orinda, California. The branch serves the Orinda area. The premises are
located in a remodeled building of approximately 320 square feet.
On November 12, 1985, a branch office was opened at 3130 Crow Canyon Place,
San Ramon, California. The branch serves the San Ramon area. The premises
are located in a modern building of which the Bank has leased approximately
3,375 square feet.
On June 8, 1990, the Bank leased 2263 square feet of office space located
at 424 Hartz Avenue, Danville, California, to house the Bank's Danville
office, serving the community of Danville.
On January 6, 1994 the Bank leased 3880 square feet of office space located
at 249 Main Street, Pleasanton, California to house the Bank's Pleasanton
office, serving the community of Pleasanton.
On June 15, 1996 the Bank leased 2,240 square feet of office space located
at 4030 Clipper Court, Fremont, California. A full service charter was
approved, however, at this time the facility is being used for the
development of loans to the surrounding business community.
ITEM 3. LEGAL PROCEEDINGS
At this time there are no pending or threatened legal proceedings to which
the Corporation is a party or to which any of the Corporation's properties
are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS.
The information required to be furnished pursuant to this item is set forth
under the caption "Common Stock Prices" on page 27 of the Corporation's
1997 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required to be furnished pursuant to this item is set forth
under the caption "Management's Discussion and Analysis of Operations" on
page 24 of the Corporation's 1997 Annual Report to Shareholders and is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For management's discussion and analysis of financial condition and results of operations, see
"Management's Discussion and Analysis of Operations" at pages 26 through 30 of the 1997 Annual
Report to Shareholders which is incorporated herein by reference. The following statistical
disclosures should be read in conjunction with the consolidated financial statements and notes
thereto of the 1997 Annual Report to Shareholders which is incorporated herein by reference.
The following is an analysis of net interest earnings for the years ended December 31.
EARNING ASSETS 1997 1996
Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid (1) Balance Expense Paid (1)
Federal Funds Sold $6,867,000 $382,901 5.58% $2,894,000 $153,654 5.31%
Other Short Term Investments 881,000 48,124 5.46 346,000 18,032 5.21
Investment Securities:
U.S. Treasury Securities 8,930,000 548,267 6.14 6,429,000 397,223 6.18
Securities of U.S.
Government Agencies 8,653,000 561,987 6.49 4,557,000 290,162 6.37
Obligations of States &
Political Subdivisions (1) 12,408,000 667,707 7.01 14,730,000 775,184 6.99
Loans (2) (3) (4) 149,043,000 16,107,013 10.81 112,356,000 11,603,864 10.33
TOTAL EARNING ASSETS $186,782,000 $18,315,999 9.91% $141,312,000 $13,238,119 9.53%
NONEARNING ASSETS 13,380,000 11,048,000
TOTAL $200,162,000 $152,360,000
ITEM 7. (continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
1997 1996
Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid (1) Balance Expense Paid (1)
INTEREST-BEARING DEPOSITS:
Savings and NOW Accounts $26,410,000 $436,867 1.65% $23,135,000 $381,316 1.65%
Money Market Accounts 37,899,000 1,409,812 3.72 30,590,000 879,158 2.87
Time 69,874,000 3,919,781 5.61 46,026,000 2,487,655 5.40
TOTAL 134,183,000 5,766,460 4.30 99,751,000 3,748,129 3.76
Funds Purchased 69,000 3,377 4.92 319,000 16,348 5.98
TOTAL INTEREST-BEARING
DEPOSITS AND BORROWINGS $134,252,000 $5,769,837 4.30 $100,070,000 $3,764,477 3.76
NONINTEREST-BEARING DEPOSITS 47,081,000 -- 36,402,000 --
OTHER LIABILITIES 1,062,000 -- 1,318,000 --
SHAREHOLDERS' EQUITY 17,767,000 -- 14,570,000 --
TOTAL $200,162,000 $152,360,000
NET INTEREST INCOME
AND NET INTEREST MARGIN
ON AVERAGE EARNING ASSETS $12,546,162 6.82% $9,473,642 6.87%
<FN>
(1) Minor rate differences from a straight division of interest by average assets are due to
the rounding of average balances.
Amounts calculated on a fully Tax-Equivalent Basis where appropriate (1997 and 1996
Federal Statutory Rate - 34%).
Nonaccrual loans of $248,000 and $29,000 as of December 31, 1997 and 1996 have been
included in the average loan balance. Interest income is included on nonaccrual loans
only to the extent to which cash payments have been received.
Average loans are net of average deferred loan origination fees of $993,000 and $697,000
in 1997 and 1996 respectively.
Loan interest income includes loan origination fees of $1,383,000 and $886,000 in 1997
and 1996 respectively.
</FN>
Change in Interest and Expense
Due to Volume Change and Rate Change
The following table provides pertinent information about interest income and
expense between the years 1997 and 1996, and between the years 1996 and 1995.
The change resulting primarily from growth in each asset or liability category
is expressed as a volume change. The change resulting primarily from changes
in rates is expressed as a rate change. The change attributed to both rate
and volume is allocated equally between both rate and volume changes.
During 1997 total interest income increased $5,078,000 from 1996. Of this
increase, 87% or $4,397,000 was related to the increase in the volume of
average earning assets in 1997 as compared to 1996. Based on rates alone the
increase in interest income would have been 13% or $681,000, given constant
volume levels between the respective periods.
During 1997 total interest expense increased $2,006,000 from 1996. As with
interest income, 80% or $1,594,000 of the increase was attributed to the
growth in interest bearing deposits between the respective periods. Based on
rates alone the increase in interest expense would have been 20% or $411,000,
given constant volume levels between the respective periods.
Based on a combination of the above factors affecting interest income and
interest expense, net interest income increased $3,072,000 during 1997 as
compared to 1996 Of this increase, 91% was related to volume increases and
only 9% due to rate changes between the respective periods.
During 1996 total interest income increased $1,747,000 from 1995. All of this
increase was related to the increase in the volume of average earning assets
in 1996 as compared to 1995. Based on rates alone the increase in interest
income would have been 10% less, given constant volume levels between the
respective periods.
During 1996 total interest expense increased $354,000 from 1995. As with
interest income the increase was attributed to the growth in interest bearing
deposits between the respective periods. Based on rates alone the increase in
interest expense would have been 32% less, given constant volume levels
between the respective periods.
Based on a combination of the above factors affecting interest income and
interest expense, net interest income increased $1,393,000 during 1996 as
compared to 1995. Of this increase all was related to volume increases and
was actually reduced by approximately 5% based on rates.
ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSES
1997 over 1996 1996 over 1995
Volume Rate Total Volume Rate Total
Increases (Decreases) in Interest Income:
Federal Funds Sold $216,000 $13,000 $229,000 ($14,000) ($14,000) ($28,000)
Other Short Term Investments 29,000 1,000 $30,000 (53,000) (5,000) ($58,000)
Investment Securities:
U.S. Treasury Secutities 154,000 (3,000) 151,000 (346,000) 38,000 (308,000)
Securities of U.S. Government Agencies 263,000 9,000 272,000 (253,000) (8,000) (261,000)
Obligations of State and
Political Subdivisions (1) (114,000) 7,000 (107,000) 247,000 31,000 278,000
Loans 3,849,000 654,000 4,503,000 2,340,000 (216,000) 2,124,000
TOTAL INCREASE (DECREASE) 4,397,000 681,000 5,078,000 1,921,000 (174,000) 1,747,000
Increase (Decrease) in Interest Expense
Deposits:
Savings & NOW Accounts 48,000 7,000 55,000 26,000 (46,000) (20,000)
Money Market Accounts 241,000 290,000 531,000 (122,000) (40,000) (162,000)
Time Deposits 1,318,000 114,000 1,432,000 551,000 (26,000) 525,000
Federal Funds Purchased (13,000) -- (13,000) 13,000 (2,000) 11,000
TOTAL INCREASE (DECREASE) 1,594,000 411,000 2,005,000 468,000 (114,000) 354,000
Increase (Decrease) on Net Interest Income $2,803,000 $270,000 $3,073,000 $1,453,000 ($60,000) $1,393,000
<FN>
(1) Amounts calculated on a fully taxable equivalent basis where appropriate.
</FN>
INVESTMENT SECURITIES
Information regarding the book value of investment securities as of December 31, 1997 and 1996 is set
forth in Note 2 on Page 12 of the Corporation's 1997 Annual Report to Shareholders and is incorporated
herein by reference.
The following table is a summary of the relative maturities and yields on BWC Financial Corp.'s
investment securities as of December 31, 1997. Yields have been computed by dividing annual interest
income, adjusted for amortization of premium and accretion of discount, by book values of the related
securities.
Maturing
After One but Within
Within one Year Five Years Over Five Years Total
Amount Yield Amount Yield Amount Yield Amount Yield
U.S. Treasury Securities $4,005,000 6.06% $6,114,000 6.21% -- -- $10,119,000 6.13%
Obligations of U.S. Government
Agencies 4,165,000 6.20 8,312,000 6.46 $4,075,000 7.06 16,552,000 6.60
Obligations of State and
Political Subdivisions:
Tax-exempt* 1,502,000 6.58 5,120,000 6.70 1,272,000 6.39 7,894,000 6.38
Taxable -- -- 5,731,000 6.33 660,000 6.25 6,391,000 6.21
TOTAL $9,672,000 6.20% $25,277,000 6.42% $6,007,000 6.83% $40,956,000 6.38%
<FN>
* Interest is exempt from Federal Income Taxes.
</FN>
LOAN PORTFOLIO
Information regarding the loan portfolio of the Corporation as of December 31, 1997 and 1996
is set forth in Note 3 on page 13 of the Corporation's 1997 Annual Report to Shareholders and
is incorporated herein by reference.
Maturity Distribution and Interest Rate Sensitivity of Loans
The following table shows the maturity distribution and interest rate sensitivity of loans
of the Corporation on December 31, 1997.
LOANS WITH A MATURITY OF
One Year One to After Five
or Less Five Years Years Total
Real Estate Construction $53,894,000 -- -- $53,894,000
Commercial 31,968,000 $10,118,000 $14,317,000 56,403,000
Installment 3,171,000 9,787,000 $17,035,000 29,993,000
Real Estate Mortgages 2,811,000 5,850,000 14,987,000 23,648,000
TOTAL $91,844,000 $25,755,000 $46,339,000 $163,938,000
Loans with Fixed Interest Rates $2,905,000 $5,327,000 $992,000 $9,224,000
Loans with Floating Interest Rates 154,714,000 -- -- 154,714,000
TOTAL $157,619,000 $5,327,000 $992,000 $163,938,000
ALLOWANCE FOR CREDIT LOSSES
Information regarding the analysis of the allowance for credit losses of the Corporation for
the years ended December 31, 1997, 1996 and 1995 is set forth in Note 4 on page 14 of the
Corporation's 1997 Annual Report to Shareholders and is incorporated herein by reference.
Allocation of allowance for credit losses is based upon estimates of potential credit losses
and is maintained at a level considered adequate to provide for losses that can be reasonable
anticipated. The allowance is increased by provisions charged to expense and reduced by net
charge-offs. Management continually evaluates the economic climate and other conditions to
determine the adequacy of the allowance. Ultimate losses may vary from current estimates.
1997 1996
Allocation Loans As A Allocation Loans As A
of Allowance Percent Of of Allowance Percent Of
Type of Loan Balance Total Loans Balance Total Loans
Real Estate Construction $630,000 27.69% $396,000 27.69%
Commercial 811,000 34.50 733,000 34.50
Installment 319,000 22.47 297,000 22.47
Real Estate Mortgages 64,000 15.34 57,000 15.34
Unallocated 1,112,000 -- 410,000 --
TOTAL $2,936,000 100.00% $1,893,000 100.00%
<FN>
BWC Financial Corp. believes that any breakdown or allocation of the allowance into loan
categories lends an appearance of exactness which does not exist, in that the allowance is
utilized as a single unallocated reserve available for all loans and commitments to extend
credit. The allowance breakdown shown above should not be interpreted as an indication of
the specific amount or specific loan categories in which future charge-offs may ultimately
occur.
</FN>
DEPOSITS
The following table shows daily average balances for the various
classifications of deposits for the periods indicated.
For the Year Ended December 31
1997 1996
Average Average
Balance Rates Balance Rates
Noninterest-Bearing Demand $47,081,000 -- $36,402,000 --
Savings and NOW Accounts 26,410,000 1.65% 23,135,000 1.65%
Money Market Accounts 37,899,000 3.72 30,590,000 2.87
Time Deposits 69,875,000 5.61 46,026,000 5.40
Total Deposits $181,265,000 3.18% $136,153,000 2.75%
FINANCIAL RATIOS
The following table shows key financial ratios for the Corporation for
the years indicated.
Year Ended December 31,
1997 1996
Return on average assets 1.46% 1.26%
Return on average shareholders' equ 16.46% 12.45%
Cash dividend payout ratio 0.00% 0.00%
Average shareholders' equity as % of:
Average total assets 8.87% 10.11%
Average total deposits 9.80% 11.38%
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required to be furnished in this item is set forth in the
Consolidated Financial Statements on pages 6 through 23 of the Corporation's
1997 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
PART III
Pursuant to General Instruction G(3), the information in Items 10, 11, 12 and
13 of Part III is furnished by way of incorporation by reference to those
sections of the Registrant's Proxy Statement for the 1998 Annual Meeting of
Shareholders which contain the information required by Items 401, 402, 403,
404 and 405 of Regulation S-K. The Registrant intends to file a definitive
copy of such Proxy Statement, pursuant to Regulation 14A, by March 20, 1998.
PART IV
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A) Documents Filed as Part of this Report
1. Financial Statements
The consolidated financial statements of BWC Financial Corp. and
subsidiary listed below and appearing at the indicated page number in
BWC's 1997 Annual Report to Shareholders are incorporated by reference
into this report.
BWC FINANCIAL CORP. AND SUBSIDIARIES Page Number*
Independent Public Accountants' Report 25
Independent Public Accountants' Report for the years
ended December 31, 1997 and 1996 is filed herewith 25
Consolidated Balance Sheets as of December 31, 1997 and 1996 6
Consolidated Statements of Income for the years ended
December 31, 1997, 1996 and 1995 7
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1996, 1996 and 1995 8
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995 9
Notes to Consolidated Financial Statements 10 - 23
2. Financial Statement Schedules
All financial statement schedules have been omitted, as they are
inapplicable or the required information is included in the consolidated
financial statements or notes thereto.
(B) Reports on Form 8-K
No reports on form 8-K were filed by BWC Financial Corp. during the fourth
quarter of 1997.
(C) Exhibits Filed:
See Index to Exhibits at page 16 of this Form 10-K.
*Refers to page number in the 1997 Annual Report to Shareholders.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BWC FINANCIAL CORP.
By
Leland E. Wines
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Title Date
James L. Ryan Chairman of the Board March 24, 1998
and Director
Leland E. Wines Executive Vice President and March 24, 1998
Chief Financial Officer
Tom Mantor Director March 24, 1998
Richard G. Hill Director March 24, 1998
Reynold C. Johnson III Director March 24, 1998
Craig Lazzareschi Director March 24, 1998
John F. Nohr Director March 24, 1998
John L. Winther Director March 24, 1998
INDEX TO EXHIBITS
*
EXHIBIT EXHIBIT NUMBER
Articles of Incorporation and Amendments Refer to 10K filing
of March, 1994.
By-Laws Refer to 10K filing
of March, 1994.
1997 Annual Report to Shareholders 13.1
Consents of Auditors:
Arthur Andersen LLP Consent dated March 3, 1998 24.1
Report of Independent Public Accountants:
Arthur Andersen LLP Report dated March 3, 1998 25.1