UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/ X /QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
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 0-10826
BancorpSouth, Inc.
(Exact name of registrant as specified in its charter)
Mississippi 64-0659571
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Mississippi Plaza, Tupelo, Mississippi 38801
(Address of principal executive offices) (Zip Code)
601/680-2000
(Registrant's telephone number, including area code)
(Former name, former address, and former fiscal year, if changed
since last year)
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 / /
On October 31, 1997, the registrant had outstanding 22,254,974 shares of
common stock, par value $2.50 per share.
3
BANCORPSOUTH, INC.
CONTENTS
PAGE
PART I. Financial Information
ITEM 1 Financial Statements (unaudited)
Consolidated Condensed Balance Sheets
September 30, 1997, and December 31, 1996..........3
Consolidated Condensed Statements of Income
Three and Nine Months Ended September 30,
1997 and 1996......................................4
Consolidated Condensed Statements of Cash Flows
Nine Months Ended September 30, 1997 and 1996......5
Notes to Consolidated Condensed Financial
Statements.........................................6
ITEM 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations......9
PART II. Other Information
ITEM 6 Exhibits and Reports on Form 8-K.................15
FORWARD-LOOKING STATEMENTS
Statements contained in this Report, which are not historical in
nature, are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include statements in the "Management's Discussion and Analysis of Financial
Conditional and Results of Operations" regarding liquidity and capital
resources. Such forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially from
anticipated results. These risks and uncertainties include regulatory
constraints, changes in interest rates, competition from other financial
services companies, changes in the Company's operation or expansion strategy,
the general economy of the United States and the specific markets in which
the Company operates, and other factors as may be identified from time to
time in the Company's filings with the Securities and Exchange Commission or
in the Company's press releases.
3
PART I
FINANCIAL INFORMATION
BANCORPSOUTH, INC.
Consolidated Condensed Balance Sheets
(Unaudited) (In Thousands)
September 30 December 31
1997 1996
ASSETS
Cash and due from banks $119,360 $153,148
Interest bearing deposits with other banks 15,108 18,715
Held-to-maturity securities, at amortized cost 533,784 530,066
Federal funds sold 59,000 70,300
Loans 2,763,535 2,554,118
Less: Unearned discount 89,891 84,784
Allowance for credit losses 39,187 37,272
Net loans 2,634,457 2,432,062
Available-for-sale securities 365,463 230,739
Mortgages held for sale 38,062 25,728
Premises and equipment, net 100,294 90,939
Other assets 89,997 65,542
TOTAL ASSETS $3,955,525 $3,617,239
LIABILITIES
Deposits:
Demand: Non-interest bearing $419,148 $450,470
Interest bearing 824,637 724,871
Savings 515,988 408,380
Time 1,706,346 1,577,657
Total deposits 3,466,119 3,161,378
Federal funds purchased and securities
sold under repurchase agreements 27,729 33,636
Long-term debt 37,051 55,778
Other liabilities 69,924 51,122
TOTAL LIABILITIES 3,600,823 3,301,914
SHAREHOLDERS' EQUITY
Common stock 55,990 52,911
Capital surplus 95,581 84,616
Unrealized gain on
available-for-sale securities, net 4,130 2,280
Retained earnings 201,604 177,741
Less cost of shares held in treasury (2,603) (2,224)
TOTAL SHAREHOLDERS' EQUITY 354,702 315,324
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $3,955,525 $3,617,238
<FN>
See accompanying notes to consolidated condensed financial statements.
4
BANCORPSOUTH, INC.
Consolidated Condensed Statements of Income
(Unaudited)
(In thousands except for per share amounts)
Three months ended Nine months ended
September 30 September 30
1997 1996 1997 1996
INTEREST REVENUE:
Interest & fees on loans $61,936 $57,762 $180,534 $167,748
Deposits with other banks 121 117 308 453
Interest on federal funds sold 1,090 744 3,755 1,995
Interest on held-to-maturity securities:
U. S. Treasury 1,833 1,298 5,357 2,909
U. S. Government agencies & corporations 4,992 4,744 15,815 14,626
Obligations of states & political subdivisions 2,093 1,665 6,386 5,110
Other - - - 2
Interest and dividends on available-for-sale securities 5,189 3,443 13,501 10,807
Interest on mortgages held for sale 571 464 1,437 1,509
Total interest revenue 77,825 70,237 227,093 205,159
INTEREST EXPENSE:
Interest on deposits 36,073 29,964 102,818 87,549
Interest on federal funds purchased & securities
sold under repurchase agreements 359 454 1,198 1,500
Other interest expense 835 1,448 2,500 4,300
Total interest expense 37,267 31,866 106,516 93,349
Net interest revenue 40,558 38,371 120,577 111,810
Provision for credit losses 2,476 2,500 6,125 7,004
Net interest revenue, after provision for
credit losses 38,082 35,871 114,452 104,806
OTHER REVENUE:
Mortgage lending 1,887 1,415 5,665 4,878
Trust income 683 697 1,981 1,944
Service charges 4,861 4,666 13,933 13,154
Security gains (losses), net 430 33 641 311
Life insurance income 907 1,237 2,906 3,227
Other 2,527 1,718 7,620 5,166
Total other revenue 11,295 9,766 32,746 28,680
OTHER EXPENSE:
Salaries and employee benefits 16,506 13,569 47,163 42,256
Net occupancy expense 2,169 2,152 6,256 6,275
Equipment expense 3,166 2,499 8,718 7,216
Deposit insurance premiums 146 2,094 343 2,453
Other 10,664 9,729 32,474 28,288
Total other expense 32,651 30,043 94,954 86,488
Income before income taxes 16,726 15,594 52,244 46,998
Income tax expense 5,125 5,030 16,756 15,785
Net income $11,601 $10,564 $35,488 $31,213
Net income per share $0.52 $0.50 $1.58 $1.47
Dividends declared per share $0.19 $0.17 $0.57 $0.51
<FN>
See accompanying notes to consolidated condensed financial statements.
4
BANCORPSOUTH, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited)
(In Thousands)
Nine Months Ended
September 30
1997 1996
Net cash provided by operating activities $35,189 $47,666
Investing activities:
Proceeds from calls and maturities of
held-to-maturity securities 193,350 82,771
Proceeds from calls and maturities of
available-for-sale securities 138,512 150,385
Proceeds from sales of
available-for-sale securities 7,949 3,942
Purchases of held-to-maturity securities (152,553) (147,481)
Purchases of available-for-sale securities (269,529) (135,590)
Net (increase) decrease in short-term investments 40,400 (26,650)
Net increase in loans (175,933) (195,849)
Purchases of premises and equipment (18,194) (16,181)
Other (11,365) (5,205)
Net cash used by investing activities (247,363) (289,858)
Financing activities:
Net increase in deposits 202,954 219,670
Net increase (decrease) in short-term
borrowings and other liabilities (6,753) 6,761
Net increase (decrease) in long-term debt (7,657) 7,547
Payment of cash dividends (12,780) (10,628)
Acquistion of treasury shares (1,366) (60)
Exercise of stock options 381 123
Net cash provided by financing activities 174,779 223,413
Decrease in cash and cash equivalents (37,395) (18,779)
Cash and cash equivalents at beginning of
period 171,863 165,815
Cash and cash equivalents at end of period $134,468 $147,036
<FN>
See accompanying notes to consolidated condensed financial statements
6
BANCORPSOUTH, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND
PRINCIPALS OF CONSOLIDATION
The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with the accounting policies in effect as
of December 31, 1996, as set forth in the annual consolidated financial
statements of BancorpSouth, Inc. (the "Company"), as of such date. In the
opinion of management, all adjustments necessary for a fair presentation of
the consolidated condensed financial statements have been included and all
such adjustment were of a normal recurring nature. The results of operations
for the three-month and nine-month periods ended September 30, 1997 are not
necessarily indicative of the results to be expected for the full year.
The consolidated condensed financial statements include the accounts of
the Company and its wholly-owned subsidiary, BancorpSouth Bank (the "Bank")
and the Bank's subsidiaries, Century Credit Life Insurance Company, West
Tennessee Life Insurance Company, Personal Finance Corporation, BancorpSouth
Insurance Services of Mississippi, Inc. and BancorpSouth Insurance Services
of Tennessee, Inc. Prior to June 20, 1997, Volunteer Bank ("VOL") and Bank
of Mississippi ("BOM") were wholly-owned subsidiaries of the Company. On
that date, VOL was merged with and into BOM and BOM's name was changed to
BancorpSouth Bank.
NOTE 2 - LOANS
The composition of the loan portfolio by collateral type is detailed
below:
September 30 December 31
1997 1996 1996
(in thousands)
Commercial and agricultural $ 261,981 $ 253,597 $ 238,246
Consumer and installment 799,823 746,393 744,456
Real estate mortgage 1,532,229 1,418,920 1,407,841
Lease financing 158,217 141,039 149,104
Other 11,285 8,703 14,471
Total $2,763,535 $2,568,652 $2,554,118
7
The following table presents information concerning non-performing loans:
September 30 December 31
1997 1996
(In thousands)
Non-accrual loans $ 3,961 $3,940
Loans 90 days or more past due 5,131 4,811
Restructured loans 662 77
Total non-performing loans $ 9,754 $8,828
NOTE 3 - ALLOWANCE FOR CREDIT LOSSES
The following schedule summarizes the changes in the allowance for credit
losses for the periods indicated:
Year ended
Nine month periods ended September 30 December 31
1997 1996 1996
(In thousands)
Balance at beginning of period $37,272 $34,636 $34,636
Provision charged to expense 6,125 7,004 8,804
Recoveries 1,364 1,502 1,836
Loans charged off (6,170) (5,514) (8,004)
Acquisitions 596 - -
Balance at end of period $39,187 $37,628 $37,272
NOTE 4 - BUSINESS COMBINATIONS
On February 28, 1997, the Company completed its merger with Iuka Guaranty
Bank ("IGB"). The Company issued approximately 1.2 million shares of common
stock in the merger, which was accounted for as a pooling of interests. As a
result of this transaction, the Company restated its financial statements to
include IGB as of January 1, 1997. Prior years' financial statements were not
restated, as the changes would have been immaterial.
NOTE 5 - PER SHARE DATA
Net income per share is based on the weighted average number of shares of
the Company's common stock outstanding and the assumed exercise of all
outstanding stock options using the treasury stock method (22,521,319 and
21,214,037 shares for the three months ended September 30, 1997 and 1996,
respectively; 22,490,721 and 21,228,362 shares for the nine months ended
September 30, 1997 and 1996, respectively).
8
NOTE 6 - RECENT PRONOUNCEMENTS
In September 1996, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities,"
which provides new accounting and reporting standards for sales,
securitizations, servicing of financial assets and extinguishment of
liabilities. The Company adopted this statement on January 1, 1997. The
adoption of SFAS No. 125 did not have a material impact on the Company's
consolidated financial statements.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion provides certain information concerning the
consolidated financial condition and results of operations of the Company.
This discussion should be read in conjunction with the unaudited consolidated
condensed financial statements for the periods ended September 30, 1997 and
1996, found elsewhere in this report.
RESULTS OF OPERATIONS
Net Income
The Company's net income for the third quarter of 1997 was $11.60 million,
an increase of 9.8% from $10.56 million for the third quarter of 1996. For the
first nine months of 1997, net income was $35.49 million, an increase of 13.7%
from $31.21 million for the same period of 1996. Net income per share was $0.52
for the third quarter of 1997, an increase of 4.0% from $0.50 for the same
period in 1996. For the first nine months of 1997, earnings per share were
$1.58, an increase of 7.5% from $1.47 for the first nine months of 1996. The
annualized returns on average assets for the third quarter of 1997 and 1996
were 1.19% and 1.21%, respectively. For the nine months ended September 30,
the annualized returns on average assets were 1.24% and 1.22% for 1997 and
1996, respectively.
Net Interest Revenue
Net interest revenue, the difference between interest earned on assets and
the cost of interest-bearing liabilities, is the largest component of the
Company's net income. For purposes of this discussion, all interest revenue
has been adjusted to a fully taxable equivalent basis. The primary items of
concern in managing net interest revenue are the mix and maturity balance
between interest-sensitive assets and liabilities.
Net interest revenue was $41.58 million for the three months ended
September 30, 1997, compared to $39.25 million for the same period in 1996,
representing an increase of 5.9%. For the nine months ended September 30, 1997
and 1996, net interest revenue was $123.49 million and $114.63 million,
respectively, representing an increase of 7.7%. Earning assets averaged $3.65
billion in the third quarter and $3.56 billion for the first nine months of
1997, compared with $3.28 billion and $3.18 billion in the respective periods
in 1996, an increase of 11.3% and 11.9%, respectively. Average interest-
bearing liabilities were $3.08 billion in the third quarter and $3.01 billion
for the first nine months of 1997, compared with $2.76 billion and $2.70
billion in the respective periods in 1996, an increase of 11.6% and 11.5%,
respectively.
Net interest revenue, expressed as a percentage of average earning assets,
was 4.52% for the third quarter of 1997 as compared to 4.75% for the same
period of 1996 and 4.65% for the first nine months of 1997 as compared to 4.83%
for the same period of 1996.
Provision for Credit Losses
The provision for credit losses charged to operating expense is an amount
which, in the judgment of management, is necessary to maintain the allowance
for credit losses at a level that is adequate to meet the present and potential
risks of losses on the Company's current portfolio of loans.
10
The provision for credit losses totaled $2.48 million for the third
quarter of 1997 compared to $2.50 million for the same period of 1996. For
the nine-month periods ended September 30, 1997 and 1996, the provision for
credit losses totaled $6.13 million and $7.00 million, respectively,
representing a decrease of 12.5%.
Other Revenue
Other revenue for the quarter ended September 30, 1997, totaled $11.30
million compared to $9.77 million for the same period of 1996, a 15.7% increase.
For the nine months ended September 30, 1997 and 1996, other revenue was $32.75
million and $28.68 million, respectively, a 14.2% increase. The most
significant change in other revenue was in mortgage lending where revenue of
$5.67 million was recorded during the first nine months of 1997 compared to
$4.88 million in the same period of 1996. Service charges on deposit accounts
for the first nine months of 1997 increased 5.9% from the same period in 1996.
Net security gains were $641,000 for the first nine months of 1997 compared to
$311,000 for the same period in 1996.
Other Expense
Other expense totaled $32.65 million for the third quarter of 1997, an
8.7% increase from the same period of 1996. For the nine months ended
September 30, 1997, other expenses totaled $94.95 million, a 9.8% increase over
other expense for the same period of 1996. Salaries and employee benefits for
the first nine months of 1997 show an 11.6% increase over the same period of
1996 while the third quarter of 1997 showed an increase in salaries and employee
benefits of 21.6% compared to 1996. The increase in salaries and employee
benefits was primarily a result of the marked increase in the Company's stock
price during the third quarter of 1997. The Company's stock option plans are
subject to accounting rules that require recognition of expense for stock price
appreciation. Deposit insurance was $343,000 for the nine months ended 1997
compared to the same period last year of $2,453,000. A special assessment of
$1.9 million was imposed in the third quarter of 1996 on the Company's deposits
in the Savings Association Insurance Fund (SAIF).
Income Tax
Income tax expense was $5.13 million and $5.03 million for the third
quarters of 1997 and 1996, respectively. For the nine-month period ended
September 30, 1997, income tax expense was $16.76 million compared to $15.78
million for the same period in 1996.
FINANCIAL CONDITION
Earning Assets
The percentage of earning assets to total assets measures the
effectiveness of management's efforts to invest available funds into the most
efficient and profitable uses. Earning assets at September 30, 1997 were $3.69
billion or 93.2% of total assets, compared with $3.34 billion, or 92.5% at
December 31, 1996.
The securities portfolio is used to make various term investments, to
provide a source of liquidity and to serve as collateral to secure certain
types of deposits. Held-to-maturity securities at September 30, 1997 were
$533.8 million compared with $530.5 million at December 31, 1996, a 0.7%
11
increase. Available for sale securities were $365.5 million at September 30,
1997, compared to $230.7 million at December 31, 1996, a 58.4% increase.
The loan portfolio of the Company's bank subsidiary makes up the largest
single component of the Company's earning assets. The Company's lending
activities include both commercial and consumer loans. Loan originations are
derived from a number of sources including direct solicitation by the Company's
loan officers, real estate broker referrals, mortgage loan companies, current
savers and borrowers, builders, attorneys, walk-in customers and, in some
instances, other lenders. The Company has established disciplined and
systematic procedures for approving and monitoring loans that vary depending
on the size and nature of the loan. Loans, net of unearned discount, totaled
$2.67 billion at September 30, 1997, which represents a 8.3% increase from the
December 31, 1996 total of $2.47 billion.
At September 30, 1997, the Company did not have any concentrations of
loans in excess of 10% of total loans outstanding. Loan concentrations are
considered to exist when there are amounts loaned to a multiple number of
borrowers engaged in similar activities that would cause them to be similarly
impacted by economic or other conditions. However, the Company does conduct
business in a geographically concentrated area. The ability of the Company's
borrowers to repay loans is to some extent dependent upon the economic
conditions prevailing in its market area.
In the normal course of business, management becomes aware of possible
credit problems in which borrowers exhibit potential for the inability to
comply with the contractual terms of their loans, but which do not currently
meet the criteria for disclosure as problem loans. Historically, some of these
loans are ultimately restructured or placed in non-accrual status.
The Company's policy provides that loans, other than installment loans,
are generally placed on non-accrual status if, in management's opinion, payment
in full of principal or interest is not expected, or when payment of principal
or interest is more than 90 days past due, unless the loans are both well
secured and in the process of collection. Non-performing loans were 0.36% of
all loans outstanding at September 30, 1997, and at December 31, 1996.
Allowance for Credit Losses
The Company attempts to maintain the allowance for credit losses at a
level that, in the opinion of management, is adequate to meet the present and
potential risks of losses on its current portfolio of loans. Management's
judgement is based on a variety of factors that include examining potential
losses in specific credits and considering the general risks associated with
lending functions such as current and anticipated economic conditions,
business trends in the Company's region and nationally, historical experience
as related to losses, changes in the mix of the loan portfolio and credits
which bear substantial risk of loss but which cannot be readily quantified.
Material estimates that are particularly susceptible to significant change in
the near term are a necessary part of this process. Future additions to the
allowance may be necessary based on changes in economic conditions. In
addition, various regulatory agencies, as an integral part of their examination
process, periodically review the Company's allowance for credit losses. These
agencies may require the Company to recognize additions to the allowance based
12
on judgments by the agencies about information available to them at the time of
their examination.
Management does not believe the allowance for credit losses can be
fragmented by category of loans with any precision that would be useful to
investors but is doing so in this report only in an attempt to comply with
disclosure requirements of regulatory agencies. The allocation of allowance
by loan category is based in part on evaluations of specific loans' past
history and on economic conditions within specific industries or geographical
areas. Accordingly, since all of these conditions are subject to change, the
allocation is not necessarily indicative of the breakdown of any future losses.
The following table presents (a) the allocation of the allowance for credit
losses by loan category and (b) the percentage of each category in the loan
portfolio to total loans for the periods indicated.
September 30 December 31
1997 1996 1996
ALLOWANCE % OF ALLOWANCE % OF ALLOWANCE % OF
FOR LOANS TO FOR LOANS TO FOR LOANS TO
CREDIT LOSSES TOTAL LOANS CREDIT LOSSES TOTAL LOANS CREDIT LOSSES TOTAL LOANS
Commercial and agricultural $ 3,755 9.48% $ 3,479 9.87% $ 3,570 9.33%
Consumer and installment 11,639 28.94% 11,433 29.06% 11,100 29.15%
Real estate mortgage 21,777 55.44% 20,818 55.24% 20,532 55.12%
Lease financing 2,016 5.73% 1,898 5.49% 2,070 5.84%
Other - 0.41% - 0.34% - 0.56%
Total $ 39,187 100.00% $ 37,628 100.00% $37,272 100.00%
13
The following table provides an analysis of the allowance for credit
losses for the periods indicated.
Year ended
Nine months ended September 30 December 31
1997 1996 1996
(in thousands)
Balance, beginning of period $ 37,272 $ 34,636 $ 34,636
Loans charged off:
Commercial and agricultural (216) (681) (1,197)
Consumer & installment (5,390) (4,358) (5,969)
Real estate mortgage (518) (445) (808)
Lease financing (46) (30) (30)
Total loans charged off (6,170) (5,514) (8,004)
Recoveries:
Commercial and agricultural 195 389 427
Consumer & installment 830 906 1,163
Real estate mortgage 283 205 241
Lease financing 56 2 5
Total recoveries 1,364 1,502 1,836
Net charge-offs (4,806) (4,012) (6,168)
Provsion charged to operating expense 6,125 7,004 8,804
Acquistions 596 - -
Balance, end of period $ 39,187 $ 37,628 $ 37,272
Average loans for period $ 2,560,236 $ 2,382,641 $2,410,746
RATIOS:
Net charge offs to average loans 0.19% 0.17% 0.26%
Deposits and Other Interest-bearing Liabilities
Deposits originating within the communities served by the Bank continue
to be the Company's primary source of funding its earning assets. Total
deposits at September 30, 1997 were $3.47 billion as compared to $3.16 billion
at December 31, 1996, representing a 9.6% increase. Non-interest bearing
deposits declined by $31.3 million while interest bearing deposits grew $336.1
million, from December 31, 1996 to September 30, 1997.
LIQUIDITY
Liquidity is the ability of the Company to fund the need of its borrowers,
depositors, and creditors. The Company's traditional sources of liquidity
include maturing loans and investment securities, purchased federal funds and
its base of core deposits. Management believes these sources are adequate to
meet liquidity needs for normal operations.
14
The Company continues to pursue a lending policy stressing adjustable rate
loans, in furtherance of its strategy for matching interest sensitive assets
with an increasingly interest sensitive liability structure.
CAPITAL RESOURCES
The Company is required to comply with the risk-based capital requirements
of the Board of Governors of the Federal Reserve System (FRB). These
requirements apply a variety of weighting factors, which vary according to the
level of risk associated with the particular assets. At September 30, 1997,
the Company's Tier 1 capital and total capital, as a percentage of total risk-
adjusted assets, was 12.69% and 13.95%, respectively. Both ratios exceed the
required minimum levels for these ratios of 4.0% and 8.0%, respectively. In
addition, the Company's leverage capital ratio (Tier 1 capital divided by total
assets, less goodwill) was 8.88% at September 30, 1997, compared to the
required minimum leverage capital ratio of 4.0%.
The Company's current capital position continues to provide it with a level
of resources available for the acquisition of depository institutions and
businesses closely related to banking in the event opportunities arise.
15
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(b) No reports on Form 8-K were filed during the quarter ended September 30,
1997.
16
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.
BancorpSouth, Inc.
(Registrant)
DATE: November 14, 1997 /S/ L. Nash Allen, Jr.
L. Nash Allen, Jr.
Treasurer and
Chief Financial Officer