UNITED STATES 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 (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 1996 ---------------------------------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------ --------------------- Commission File Number: 0-10956 ------------- EMC INSURANCE GROUP INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Iowa 42-6234555 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 717 Mulberry Street, Des Moines, Iowa 50309 - --------------------------------------- ------------------ (Address of principal executive office) (Zip Code) (515) 280-2581 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at April 30, 1996 ----- ------------------------------- Common stock, $1.00 par value 10,894,035 ---------- Total pages 14 ------ PART I. FINANCIAL INFORMATION - ------- --------------------- Item 1. Financial Statements - ------- --------------------- EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Balance Sheets March 31, December 31, 1996 1995 ------------ ------------ (Unaudited) ASSETS Investments: Fixed maturities: Securities held-to-maturity, at amortized cost (market value $193,520,307 and $203,312,748) $186,599,054 $191,440,816 Securities available-for-sale, at market value (amortized cost $140,123,130 and $137,099,939) .............................. 143,310,868 142,360,569 Equity securities available-for-sale, at market value (cost $14,771,422 in 1996 and 1995) .... 17,084,887 16,010,763 Short-term investments, at cost ................ 22,196,970 17,271,798 ------------ ------------ Total investments ..................... 369,191,779 367,083,946 Cash ............................................. 1,208,483 1,198,436 Accrued investment income ........................ 5,727,435 5,749,619 Accounts receivable .............................. 577,074 726,181 Deferred policy acquisition costs ................ 8,895,218 8,714,769 Deferred income taxes ............................ 12,347,354 11,921,182 Intangible assets, including goodwill, at cost less accumulated amortization of $1,842,784 and $1,809,156 ................................. 1,715,036 1,748,664 Reinsurance receivables .......................... 14,507,375 12,916,943 Prepaid reinsurance premiums ..................... 2,070,578 1,805,881 Other assets ..................................... 988,499 1,015,352 ------------ ------------ Total assets .......................... $417,228,831 $412,880,973 ============ ============ See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Balance Sheets March 31, December 31, 1996 1995 ------------ ------------ (Unaudited) LIABILITIES Losses and settlement expenses ................... $209,421,665 $205,422,109 Unearned premiums ................................ 46,920,779 48,767,147 Other policyholders' funds ....................... 3,568,368 3,593,328 Indebtedness to related party .................... 2,703,197 428,463 Income taxes payable ............................. 2,244,669 2,538,669 Postretirement benefits .......................... 4,603,233 4,489,812 Deferred income .................................. 865,390 940,009 Other liabilities ................................ 7,894,912 9,812,678 ------------ ------------ Total liabilities ............................ 278,222,213 275,992,215 ------------ ------------ STOCKHOLDERS' EQUITY Common stock, $1 par value, authorized 20,000,000 shares; issued and outstanding, 10,900,458 shares in 1996 and 10,821,978 shares in 1995 ... 10,900,458 10,821,978 Additional paid-in capital ....................... 60,767,502 59,787,926 Unrealized holding gains on fixed maturity securities available-for-sale, net of tax ...... 2,103,906 3,472,016 Unrealized holding gains on equity securities available-for-sale, net of tax ................. 1,526,887 817,965 Retained earnings ................................ 63,904,312 62,089,294 Treasury stock, at cost (14,814 shares in 1996 and 7,585 shares in 1995) ...................... (196,447) (100,421) ------------ ------------ Total stockholders' equity ................... 139,006,618 136,888,758 ------------ ------------ Total liabilities and stockholders' equity ... $417,228,831 $412,880,973 ============ ============ See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Statements of Income (Unaudited) Three months ended March 31, ------------------------ 1996 1995 ----------- ----------- REVENUES: Premiums earned .................................. $40,480,126 $40,000,170 Investment income, net ........................... 5,768,975 5,847,141 Realized investment gains ........................ 14,141 698 Other income ..................................... 74,619 93,685 ----------- ----------- 46,337,861 45,941,694 ----------- ----------- LOSSES AND EXPENSES: Losses and settlement expenses ................... 27,860,690 27,736,609 Dividends to policyholders ....................... 877,169 706,417 Amortization of deferred policy acquisition costs 7,572,686 7,696,906 Other underwriting expenses ...................... 5,653,442 4,273,453 ----------- ----------- 41,963,987 40,413,385 ----------- ----------- Income before income taxes ...................... 4,373,874 5,528,309 ----------- ----------- INCOME TAXES: Current .......................................... 1,128,000 1,606,895 Deferred ......................................... (86,591) (78,689) ----------- ----------- 1,041,409 1,528,206 ----------- ----------- Net income ................................. $ 3,332,465 $ 4,000,103 =========== =========== Earnings per share ................................. $.31 $.38 =========== =========== Dividend per share ................................. $.14 $.13 =========== =========== Average number of shares outstanding ............... 10,838,378 10,594,512 =========== =========== See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Three months ended March 31, -------------------------- 1996 1995 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income .................................... $ 3,332,465 $ 4,000,103 ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities: Losses and settlement expenses ............ 3,999,556 2,955,327 Unearned premiums ......................... (1,846,368) (610,967) Other policyholders' funds ................ (24,960) 63,024 Deferred policy acquisition costs ......... (180,449) (81,901) Indebtedness of related party ............. 2,274,734 (1,785,504) Accrued investment income ................. 22,184 (119,742) Accrued income taxes: Current ................................. (294,000) 457,000 Deferred ................................ (86,591) (78,688) Provision for amortization ................ (10,867) (1,744) Realized investment gains ................. (14,141) (698) Postretirement benefits ................... 113,421 81,458 Reinsurance receivables ................... (1,590,432) 567,948 Prepaid reinsurance premiums .............. (264,697) (355,296) Amortization of deferred income ........... (74,619) (93,685) Other, net ................................ (1,741,806) (470,100) ------------ ------------ 280,965 526,432 ------------ ------------ Net cash provided by operating activities ................ 3,613,430 4,526,535 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of fixed maturity securities held-to-maturity ............................ (1,995,200) (22,204,536) Maturities of fixed maturity securities held-to-maturity ............................ 6,870,986 5,182,886 Purchases of fixed maturity securities available-for-sale .......................... (8,384,681) (12,369,869) Maturities of fixed maturity securities available-for-sale .......................... 5,386,101 25,556,102 Purchases of equity securities available-for-sale .......................... - (3,387,500) Net (purchases) sales of short-term investments (4,925,172) 3,163,612 ------------ ------------ Net cash used in investing activities ....... (3,047,966) (4,059,305) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock ...................... 1,058,056 731,828 Dividends paid to stockholders ................ (1,517,447) (1,376,850) Purchase of treasury stock, net ............... (96,026) (79,829) ------------ ------------ Net cash used in financing activities ..... (555,417) (724,851) ------------ ------------ NET INCREASE (DECREASE) IN CASH ................. 10,047 (257,621) Cash at beginning of year ....................... 1,198,436 1,258,221 ------------ ------------ Cash at end of quarter .......................... $ 1,208,483 $ 1,000,600 ============ ============ Income taxes paid ............................... $ 1,422,000 $ 810,000 Interest paid ................................... - 896 See accompanying Notes to Interim Consolidated Financial Statements. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Notes to Interim Consolidated Financial Statements (Unaudited) March 31, 1996 Note 1 - ------ The results of operations for the interim periods reported are not necessarily indicative of results to be expected for the year. The information reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. Note 2 - ------ Effective January 1, 1996, the Company adopted Statement of financial Accounting Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The adoption of this statement had no effect on the income of the Company. Effective January 1, 1996, the Company adopted the disclosure requirement of SFAS 123, "Accounting for Stock-Based Compensation." Adoption of this statement had no effect on the income of the Company. Note 3 - ------ Certain amounts previously reported in prior year consolidated financial statements have been reclassified to conform to current year presentation. Note 4 - ------ In reviewing these financial statements, reference should be made to the 1995 Form 10K-405 or the 1995 Annual Report to Shareholders for more detailed footnote information. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations (Unaudited) OVERVIEW EMC Insurance Group Inc. (the "Company"), an approximately 67 percent owned subsidiary of Employers Mutual Casualty Company (Employers Mutual), is an insurance holding company with operations in property and casualty insurance, reinsurance, nonstandard risk automobile insurance and an excess and surplus lines insurance agency. Property and casualty insurance is the most significant segment, representing 72.9 percent of consolidated premium income. The three property and casualty insurance subsidiaries of the Company and two subsidiaries of Employers Mutual are parties to reinsurance pooling agreements with Employers Mutual (collectively the "pooling agreement"). Under the terms of the pooling agreement, each company cedes to Employers Mutual all of its insurance business and assumes from Employers Mutual an amount equal to its participation in the pool. All losses, settlement expenses and other underwriting and administrative expenses, excluding the voluntary reinsurance business assumed by Employers Mutual from unaffiliated insurance companies, are prorated among the parties on the basis of participation in the pool. The aggregate participation of the Company's property and casualty insurance subsidiaries is 22 percent. Operations of the pool give rise to intercompany balances with Employers Mutual, which are settled on a quarterly basis. The investment activities and income tax liabilities of the pool participants are not subject to the pooling agreement. The purpose of the pooling agreement is to reduce the risk of an exposure insured by any of the pool participants by spreading it among all the companies. The pooling agreement produces a more uniform and stable underwriting result from year to year for all companies in the pool than might be experienced individually. In addition, each company benefits from the capacity of the entire pool, rather than being limited to policy exposures of a size commensurate with its own assets, and from the wide range of policy forms, lines of insurance written, rate filings and commission plans offered by each of the companies. A single set of reinsurance treaties is maintained for the protection of all six companies in the pool. The Company's reinsurance subsidiary assumes a 95 percent quota share portion of Employers Mutual's assumed reinsurance business, exclusive of certain reinsurance contracts. The reinsurance subsidiary receives 95 percent of all premiums and assumes 95 percent of all related losses and settlement expenses of this business. Since 1993, losses in excess of $1,000,000 per event are retained by Employers Mutual. The reinsurance subsidiary does not reinsure any of Employers Mutual's direct insurance business, nor any "involuntary" facility or pool business that Employers Mutual assumes pursuant to state law. In addition, the reinsurance subsidiary is not liable for credit risk in connection with the insolvency of any reinsurers of Employers Mutual. The Company's nonstandard risk automobile insurance subsidiary specializes in insuring private passenger automobile risks that are found to be unacceptable in the standard automobile insurance market. The excess and surplus lines insurance agency provides access to the excess and surplus lines markets through independent agents and managing general agents and represents several major excess and surplus lines companies, including Lloyd's of London. The results of operations for the interim periods reported are not necessarily indicative of results to be expected for the year. The information reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) CONSOLIDATED RESULTS OF OPERATIONS Operating results for the three months ended March 31, 1996 and 1995 are as follows: ($ in thousands) 1996 1995 -------- -------- Premiums earned .......................... $ 40,480 $ 40,000 Losses and settlement expenses ........... 27,861 27,737 Other underwriting expenses .............. 14,103 12,677 -------- -------- Underwriting loss ........................ (1,484) (414) Net investment income .................... 5,769 5,847 Realized investment gains ................ 14 1 Other income ............................. 75 94 -------- -------- Operating income before income taxes ..... $ 4,374 $ 5,528 ======== ======== Losses and settlement expenses: Insured events of the current year ..... $ 33,289 $ 29,528 Decrease in provision for insured events of prior years ................ (5,428) (1,791) -------- -------- Total losses and settlement expenses $ 27,861 $ 27,737 ======== ======== Catastrophe and storm losses ............. $ 1,146 $ 417 ======== ======== Operating income before income taxes decreased 20.9 percent for the three months ended March 31, 1996 from the same period in 1995. This decrease is primarily due to a decline in the operating results of the property and casualty insurance subsidiaries. Operating results of the reinsurance subsidiary also declined, while results for the nonstandard risk automobile insurance subsidiary improved slightly. Premiums earned increased 1.2 percent for the three months ended March 31, 1996 from the same period in 1995. Production increases in the property and casualty insurance subsidiaries were partially offset by production decreases in the reinsurance and nonstandard risk automobile insurance subsidiaries. Losses and settlement expenses increased 0.4 percent for the three months ended March 31, 1996 from the same period in 1995. Current accident year losses and settlement expenses increased due to a higher incidence of property losses attributable to the severe winter weather of 1996. The increase in current accident year losses and settlement expenses was almost completely offset by a larger decrease in the provision for insured events of prior years. During 1996, the Company revised its method of allocating the property and casualty insurance subsidiaries' Incurred But Not Reported (IBNR) loss reserves between current and prior accident years. Management believes that the new method of allocating IBNR reserves provides a more accurate measurement of loss development on a quarterly basis. Prior year amounts have been restated using the new allocation method for comparative purposes. Other underwriting expenses increased 11.2 percent for the three months ended March 31, 1996 from the same period in 1995. This increase reflects higher commission rates on the growing book of property business written by the property and casualty insurance subsidiaries and the recognition of contingent commissions related to the favorable loss experience in 1995 for the reinsurance subsidiary. Net investment income decreased 1.3 percent for the three months ended March 31, 1996 from the same period in 1995. This decrease primarily reflects a lower average rate of return on bonds and short-term investments. Realized investment gains increased for the three months ended March 31, 1996 from the same period in 1995. This increase is primarily due to calls and prepayments on fixed maturity securities. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) The other income amount represents the amortization of deferred income related to reserve discounting on the commutation of one of the reinsurance subsidiary's reinsurance contracts under the quota share agreement in 1993. SEGMENT RESULTS Property and Casualty Insurance Operating results for the three months ended March 31, 1996 and 1995 are as follows: ($ in thousands) 1996 1995 -------- -------- Premiums earned .......................... $ 29,523 $ 28,427 Losses and settlement expenses ........... 20,466 19,647 Other underwriting expenses .............. 10,242 9,202 -------- -------- Underwriting loss ........................ (1,185) (422) Net investment income .................... 3,833 3,939 Realized investment gains ................ 9 - -------- -------- Operating income before income taxes ..... $ 2,657 $ 3,517 ======== ======== Losses and settlement expenses: Insured events of the current year ..... $ 25,185 $ 22,910 Decrease in provision for insured events of prior years ................ (4,719) (3,263) -------- -------- Total losses and settlement expenses $ 20,466 $ 19,647 ======== ======== Catastrophe and storm losses ............. $ 521 $ 318 ======== ======== Premiums earned increased 3.9 percent for the three months ended March 31, 1996 from the same period in 1995. The property and casualty insurance subsidiaries continue to emphasize property insurance through marketing programs targeted at commercial insureds. During the first three months of 1996, production increases in direct (controlled) business continued to be partially offset by decreases in mandatory assigned risk programs. The decrease in the mandatory assigned risk premiums is looked at favorably as losses associated with this type of business are generally higher than losses from direct business. Direct business production for the remainder of 1996 is not expected to increase significantly as the market conditions that have limited production over the last several years are not expected to change. Underwriting loss for the three months ended March 31, 1996 increased from the same period in 1995. Losses and settlement expenses as a percent of premiums earned remained fairly constant, while other underwriting expenses increased as a result of higher commission rates on the growing book of property business. An increase in current accident year losses and settlement expenses, which is attributable to the severe winter weather of 1996, was partially offset by a larger decrease in the provision for insured events of prior years. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) Reinsurance Operating results for the three months ended March 31, 1996 and 1995 are as follows: ($ in thousands) 1996 1995 -------- -------- Premiums earned ............................ $ 8,679 $ 8,975 Losses and settlement expenses ............. 5,709 5,995 Other underwriting expenses ................ 3,276 2,876 -------- -------- Underwriting (loss) gain ................... (306) 104 Net investment income ...................... 1,537 1,480 Realized investment gains .................. 5 1 Other income ............................... 75 94 -------- -------- Operating income before income taxes ....... $ 1,311 $ 1,679 ======== ======== Losses and settlement expenses: Insured events of the current year ....... $ 5,877 $ 4,555 (Decrease) increase in provision for insured events of prior years .......... (168) 1,440 -------- -------- Total losses and settlement expenses $ 5,709 $ 5,995 ======== ======== Catastrophe losses ......................... $ 625 $ 99 ======== ======== Premiums earned decreased 3.3 percent for the three months ended March 31, 1996 from the same period in 1995. This decrease is primarily attributable to the cancellation of several accounts with poor loss experience during 1995. The reinsurance subsidiary continues to emphasize profitability over production. Despite the cancellations in 1995, premium volume for 1996 is expected to remain steady. Underwriting results for the three months ended March 31, 1996 declined from the same period in 1995, primarily due to the recognition of contingent commissions related to the favorable loss experience in 1995. Losses and settlement expenses as a percent of premiums earned declined in the first three months of 1996 from the same period in 1995. Although current accident year losses increased in the first three months of 1996, the company benefited from a decrease in the provision for insured events of prior years compared to adverse development experienced in the same period of 1995. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) Nonstandard Risk Automobile Insurance Operating results for the three months ended March 31, 1996 and 1995 are as follows: ($ in thousands) 1996 1995 -------- -------- Premiums earned ............................ $ 2,278 $ 2,598 Losses and settlement expenses ............. 1,686 2,095 Other underwriting expenses ................ 650 700 -------- -------- Underwriting loss .......................... (58) (197) Net investment income ...................... 277 308 -------- -------- Operating income before income taxes ....... $ 219 $ 111 ======== ======== Losses and settlement expenses: Insured events of the current year ....... $ 2,227 $ 2,063 (Decrease) increase in provision for insured events of prior years .......... (541) 32 -------- -------- Total losses and settlement expenses $ 1,686 $ 2,095 ======== ======== Premiums earned decreased 12.3 percent for the three months ended March 31, 1996 from the same period in 1995. The company continues to experience intense competition for nonstandard auto business from both the standard and the nonstandard markets. The company is addressing this decline in production by appointing new agents and improving marketing and business relationships with its agency force. The number of new applications received by the company has been increasing and management expects premium volume to improve throughout 1996. Underwriting results for the first three months of 1996 improved slightly over the same period in 1995. This improvement reflects a decline in both losses and settlement expenses and other underwriting expenses. The provision for insured events of prior years decreased substantially in the first three months of 1996 and more than offset an increase in current accident year losses attributable to the difficult winter driving conditions. Excess and Surplus Lines Insurance Management Operating income before income taxes decreased to $157,000 for the three months ended March 31, 1996 from $222,000 for the same period in 1995. This decrease reflects a decline in production as well as a decrease in investment income caused by a smaller invested asset balance. Parent Company Operating income before income taxes was $30,000 for the three months ended March 31, 1996 compared to $0 for the same period in 1995. This improvement is primarily due to an increase in investment income caused by a larger invested asset balance. EMC INSURANCE GROUP INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial - ------- Condition and Results of Operations, Continued (Unaudited) OTHER INFORMATION The majority of the Company's assets are invested in fixed maturities. These investments provide a substantial amount of income which supplements underwriting results and contributes to net earnings. As these investments mature the proceeds will be reinvested at current rates, which may be higher or lower than those now being earned; therefore, more or less investment income may be available to contribute to net earnings depending on the interest rate level. LIQUIDITY AND CAPITAL RESOURCES The Company maintains a portion of the investment portfolio in relatively short-term and highly liquid investments to ensure the availability of funds to meet claims and expenses. The remainder of the investment portfolio is invested in securities with maturities that approximate the anticipated liabilities of the insurance issued. Net unrealized holding gains on fixed maturity securities available-for-sale totaled $2,104,000 at March 31, 1996 and $3,472,000 at December 31, 1995. Since the Company does not actively trade in the bond market, such fluctuations in the market value of these investments are not expected to have a material impact on the operations of the Company, as forced liquidations of investments are not anticipated. The Company closely monitors the bond market and makes appropriate adjustments in investment policy as changing conditions warrant. During the first six months of 1995, the Company invested $13,550,000 of short-term funds and maturing U.S. Treasury Bills into mutual funds invested in equity securities. The overall liquidity position of the Company was not affected by these investments. Net unrealized holding gains on equity securities totaled $1,527,000 at March 31, 1996 and $818,000 at December 31, 1995. The major ongoing sources of the Company's liquidity are insurance premium income, investment income and cash provided from maturing or liquidated investments. The principal outflows of cash are payments of claims, commissions, premium taxes, operating expenses, income taxes, dividends and investment purchases. As of March 31, 1996, the Company had no material commitments for capital expenditures. CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS The 1995 Private Securities Litigation Reform Act provides issuers the opportunity to make cautionary statements regarding forward-looking statements. Accordingly, any forward-looking statement contained herein or in any other oral or written statement by the Company or any of its officers, directors or employees is qualified by the fact that actual results of the Company may differ materially from such statement due to the following important factors, among other risks and uncertainties inherent in the Company's business: catastrophic events, state insurance regulations, rate competition, adverse changes in interest rates, unforeseen losses with respect to loss and settlement expense reserves for unreported and reported claims, including asbestos and environmental claims. EMC INSURANCE GROUP INC. AND SUBSIDIARIES PART II. OTHER INFORMATION - -------- ----------------- Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) None. (b) No Form 8-K was filed by the registrant during the quarter ended March 31, 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. EMC INSURANCE GROUP INC. Registrant /s/ Bruce G. Kelley -------------------------- Bruce G. Kelley President & Chief Executive Officer /s/ Mark Reese -------------------------- Mark Reese Chief Accounting Officer Date: May 14, 1996