FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FIRST FINANCIAL CORPORATION September 30 , 1998 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 1998 Commission File Number 0-16759 FIRST FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) INDIANA 35-1546989 (State or other jurisdiction (I.R.S. Employer Incorporation or organization) Identification No.) One First Financial Plaza, Terre Haute, IN 47807 (Address of principal executive office) (Zip Code) (812) -238-6000 (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 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 _____. As of September 30, 1998 were outstanding 7,199,764 shares without par value, of the registrant. 1 FIRST FINANCIAL CORPORATION FORM 10-Q INDEX PART I. Financial Information Page No. Item 1. Financial Statements: Consolidated Statements of Condition.................................3 Consolidated Statements of Income....................................4 Consolidated Statements of Comprehensive Income......................5 Consolidated Statements of Cash Flows................................6 Notes to Consolidated Financial Statements...........................7 Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations.................9 PART II. Other Information: Item 4. Submission of Matters to a Vote of Security Holders............................................13 Signatures...............................................................14 2 FIRST FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CONDITION September 30, December 31. 1998 1997 (Unaudited) ASSETS (Amounts in thousands) Cash and due from banks $47,227 $53,815 Federal funds sold and securities purchased under agreement to resell 2,630 280 Investments, available-for-sale 569,687 527,993 Loans: Commercial, financial and agricultural 220,327 229,855 Real estate - construction 29,617 23,734 Real estate - mortgage 632,075 561,466 Installment 203,720 188,552 Lease financing 5,824 3,271 1,091,563 1,006,878 Less: Unearned income 1,951 1,079 Allowance for loan losses 16,348 13,503 1,073,264 992,296 Accrued interest receivable 13,998 14,086 Premises and equipment, net 24,466 24,925 Other assets 30,526 21,541 TOTAL ASSETS $1,761,798 $1,634,936 LIABILITIES AND SHAREHOLDERS EQUITY Deposits: Noninterest-bearing $142,446 $162,880 Interest-bearing: Certificates of deposit of $100,000 or more 217,523 195,487 Other interest-bearing deposits 895,610 836,157 1,255,579 1,194,524 Short-term borrowings: Federal funds purchased and securities sold under agreements to repurchase 39,039 47,015 Treasury tax and loan open-end note 4,801 4,282 Advances from Federal Home Loan Bank 177,932 167,680 221,772 218,977 Other liabilities 18,963 18,718 Long-term debt 6,624 6,641 Long-term advances from Federal Home Loan Bank 71,177 30,596 TOTAL LIABILITIES 1,574,115 1,469,456 Shareholders equity: Common stock, $.125 stated value per share; authorized 10,000,000 shares; issued and outstanding 903 877 7,015,504 shares for 1997 and 7,225,483 shares for 1998 including treasury shares of 25,719 Additional capital 66,798 59,787 Retained earnings 112,626 98,046 Accumulated other comprehensive income: Unrealized gains on investments, net of tax 8,580 6,770 Less: Treasury shares at cost -1,224 0 TOTAL SHAREHOLDERS EQUITY 187,683 165,480 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $1,761,798 $1,634,936 The accompanying notes are an integral part of the consolidated financial statements. 3 FIRST FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 (Unaudited) (Amounts in thousands, except per share amounts) INTEREST INCOME: Loans $23,822 $21,322 $69,577 $61,764 Investment securities: Taxable 6,807 7,963 20,079 24,168 Tax-exempt 1,932 1,857 5,968 5,504 8,739 9,820 26,047 29,672 Other interest income 28 23 550 100 TOTAL INTEREST INCOME 32,589 31,165 96,174 91,536 INTEREST EXPENSE: Deposits 12,779 11,662 37,855 34,551 Other 3,989 3,992 11,572 11,803 TOTAL INTEREST EXPENSE 16,768 15,654 49,427 46,354 NET INTEREST INCOME 15,821 15,511 46,747 45,182 Provision for loan losses 1,345 1,251 4,301 3,988 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 14,476 14,260 42,446 41,194 OTHER INCOME Trust department income 509 485 1,594 1,470 Service charges on deposit accounts 347 334 992 1,010 Other service charges and fees 1,204 1,000 3,468 2,690 Investment securities gains 382 60 773 402 Other 487 318 1,043 903 2,929 2,197 7,870 6,475 OTHER EXPENSES Salaries and employee benefits 5,712 5,560 17,689 16,161 Occupancy expense 717 768 2,105 2,164 Equipment expense 836 752 2,484 2,283 Other 3,156 2,973 9,346 8,653 10,421 10,053 31,624 29,261 INCOME BEFORE INCOME TAX EXPENSE 6,984 6,404 18,692 18,408 Income Tax Expense 2,124 1,785 5,162 4,984 NET INCOME $4,860 $4,619 $13,530 $13,424 BASIC EARNINGS PER SHARE $0.67 $0.66 $1.87 $1.91 Weighted average number of shares outstanding 7,209 7,016 7,217 7,016 The accompanying notes are an integral part of the consolidated financial statements. 4 FIRST FINANCIAL CORPORATION Consolidated Statements of Comprehensive Income Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 (Unaudited) (Amounts in thousands) Net Income $4,860 $4,619 $13,530 $13,424 Other comprehensive income, net of tax: Unrealized gains on investments: Unrealized holding gains arising during period 1,800 3,080 2,316 1,249 Less: reclassification adjustment for gains included in net income -248 - 42 - 506 - 270 Other comprehensive income 1,552 3,038 1,810 979 Comprehensive income $6,412 $7,657 $15,340 $14,403 5 FIRST FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 1998 1997 (Unaudited) (Amounts in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $13,530 $13,424 Adjustment to reconcile net income to net cash provided by operating activities: Net amortization of discounts on investments -722 -1,462 Provision for loan losses 4,301 3,988 Investment gains -773 -402 Provision for depreciation and amortization 1,839 1,767 Provision for deferred income taxes -604 0 Net decrease (increase) in accrued interest receivable 88 -416 Other, net 680 -879 NET CASH PROVIDED BY OPERATING ACTIVITIES 18,339 16,020 CASH FLOWS FROM INVESTING ACTIVITIES: Net decrease from purchase and maturities of interest-bearing deposits with financial institutions 0 796 Sales and maturities of available-for-sale securities 179,224 149,156 Purchases of available-for-sale securities -211,551 -129,281 Loans made to customers, net of repayments -54,753 -63,422 Net (increase) decrease in federal funds sold -1,950 2,000 Additions to premises and equipment -1,660 -1,092 NET CASH USED BY INVESTING ACTIVITIES -90,690 -41,843 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase from sales and redemptions of certificates of deposit 65,752 3,397 Net (decrease) increase in other deposits -36,970 13,549 Net increase in short-term borrowings 2,795 30,383 Cash dividends -5,624 -4,677 Purchase of treasury stock -1,224 0 Net increase (decrease) in long-term debt and advances 40,564 -18,158 NET CASH PROVIDED BY FINANCING ACTIVITIES 65,293 24,494 NET DECREASE IN CASH AND CASH EQUIVALENTS -7,058 -1,329 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 54,285 66,658 CASH AND CASH EQUIVALENTS, END OF PERIOD $47,227 $65,329 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for interest $48,869 $47,676 Income taxes paid $5,345 $5,153 The accompanying notes are an integral part of the consolidated financial statements. 6 FIRST FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying September 30, 1998 and 1997 consolidated financial statements are unaudited. The December 31, 1997 consolidated financial statements are as reported in the First Financial Corporation (the Corporation) 1997 annual report. The significant accounting policies followed by the Corporation and its subsidiaries for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. All adjustments which are, in the opinion of management, necessary for a fair statement of the results for the periods reported have been included in the accompanying consolidated financial statements and are of a normal recurring nature. On March 16, 1998, the Corporation completed its previously announced acquisition of Morris Plan Company of Terre Haute, Inc., (Morris Plan). In exchange for all of the outstanding common shares of Morris Plan, the Corporation issued 210,000 shares of its common stock. The acquisition was originally accounted for as a pooling of interests. Due to a common stock repurchase program announced September 16, 1998, the acquisition will be accounted for as a purchase and the resulting goodwill of $6.5 million will be amortized over approximately 15 years. Prior periods have not been restated because the impact is immaterial. Effective January 1, 1998 the Corporation adopted Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income . SFAS No. 130 establishes standards for the reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. The Corporation s comprehensive income, determined in accordance with SFAS No. 130 was $15.3 million and $14.4 million for the nine months ended September 30, 1998 and 1997, respectively. Accumulated other comprehensive income, resulting from unrealized gains or losses on available for sale investments at December 31, 1997, and September 30, 1998, was $6.8 and $8.6 million, respectively. SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information and SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities have been issued by the Financial Accounting Standards Board. The Corporation is currently reviewing these two pronouncements and does not anticipate the adoption of SFAS No. 131 and SFAS No. 133 to have a material effect on the Corporation's financial position or results of operation. 2. A loan is considered to be impaired when, based upon current information and events, it is probable that the Corporation will be unable to collect all amounts due according to the contractual terms of the loan. Impairment is primarily measured based on the fair value of the loan's collateral. The following table summarizes impaired loan information. (000's) September 30, 1998 1997 Impaired loans with related allowance for loan losses calculated under SFAS No. 114......................... $1,874 $1,782 Interest payments on impaired loans are typically applied to principal unless collectibility of the principal amount is deemed to be fully assured, in which case interest is recognized on a cash basis. Interest income on commercial loans and residential real estate loans is no longer accrued at the time the loan is 90 days delinquent unless the credit is well secured and in the process of collection. Commercial loans are charged off at the time the loan becomes 180 days delinquent unless the loan is well secured and in process of collection, or other circumstances support collection. Credit card loans and other unsecured personal credit lines are typically charged off no later than 180 days delinquent. Other consumer loans are typically charged off when they become 150 days delinquent. In all cases, loans must be placed on nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful. 7 The interest on these loans is accounted for on the cash basis or cost recovery method, until qualifying for return to accrual status. Loans may be returned to accrual status when all the principal and interest amounts contractually due are paid. 3. Investments The cost and fair value of the Corporation's investments at September 30, 1998 are shown below. All investments are classified as available-for-sale. (000's) September 30, 1998 Amortized Cost Fair Value Available-For-Sale: United States Government $139,077 $141,446 United States Government Agencies 227,482 230,288 State and Municipal 151,184 157,238 Other 40,535 40,715 $558,278 $569,687 8 <page) FIRST FINANCIAL CORPORATION ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The purpose of this discussion is to point out key factors in the Corporation's recent performance compared with earlier periods. The discussion should be read in conjunction with the financial statements beginning on page three of this report. All figures are for the consolidated entities. It is presumed the readers of these financial statements and of the following narrative have previously read the Corporation's annual report for 1997. Forward-looking statements contained in the following discussion are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond the Corporation's control and are subject to change. These uncertainties can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements in this discussion. Summary of Operating Results Net income for the nine and three month periods ended September 30, 1998 was $13.53 million and $4.86 million, respectively. Both the nine month and current quarter results reflect slight increases from 1997 levels due in part to a higher level of earning assets, particularly residential real estate mortgages. Earnings per share for the nine month period ended September 30, 1998 reflects a 2% or $.04 per share decrease over the third quarter of 1997. This is the result of the acquisition of Morris Plan in the first quarter, which had a dilutive affect on the earnings per share. Earnings per share for the third quarter increased by $.01 to $.67 over the same period in 1997. Net Interest Income The Corporation's primary source of earnings is net interest income, which is the difference between the interest earned on loans and other investments and the interest incurred for deposits and other sources of funds. Net interest income increased to $46.7 million in the first nine months of 1998 from $45.2 million in the same period of 1997 due to an increase in earning asset volume while the net interest margin decreased to 4.14% in 1998 from 4.24% in the same period of 1997. This decrease resulted from a shift in the deposit mix to higher cost deposit vehicles. This also affected third quarter net interest income which increased to $15.8 million from $15.5 million for the same quarter of 1997 while net interest margin decreased to 4.10% for the third quarter of 1998 from 4.32% in the same quarter of 1997. Other Income Other income for the nine months of 1998, as compared to the same period of 1997, increased $1.4 million or 21.5%. Trust income and other service fee income increased to $1.6 million and $3.5 million or 8.4% and 28.9%, respectively, compared to the same period of 1997 as a result of increased service volume and increased service charges. Third quarter other income increased to $2.9 million from $2.2 million compared to the same quarter of 1997. These increases are the result of a focused effort to increase fee based income, as well as the result of realized gains from investments sales. Other Expenses Other expenses for the first nine months of 1998, as compared to the same period of 1997, increased to $31.6 million from $29.3 million. This represents an increase of $2.3 million or 7.8%. Most of the components of other expenses increased slightly while salaries and related benefits, the largest component of this group, increased from $16.2 million to almost $17.7 million or 9.3%. The primary reason for this increase were higher average salaries and higher health insurance costs. This also affected third quarter other expenses which increased to $10.4 million from $10.1 million for the same quarter of 1997. Expenses were also increased by the acquisition of Morris Plan during the first quarter of 1998. There were no other significant changes. 9 Allowance for Loan Losses The Corporation's provision for loan losses increased to $4.3 million from $4.0 million for the first nine months of 1998 compared to the same period a year earlier. At September 30, 1998, the allowance for loan losses was 1.50% of net loans. This compares with an allowance of 1.34% at December 31, 1997. Net chargeoffs for the first nine months of 1998 were $2.4 million compared to $1.6 million for the same period of 1997. This increase was primarily due to the higher volume of charge offs relating to problem consumer loans. The ratio of net chargeoffs to average loans outstanding for the last five years ended December 31, 1997, was .35%. With this experience and based on management's review of the portfolio, management believes the allowance of $16.3 million at September 30, 1998 is adequate. Underperforming Assets Underperforming assets consist primarily of (1) nonaccrual loans and leases on which the ultimate collectability of the full amount of interest is uncertain, (2) loans and leases which have been renegotiated to provide for a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower, (3) loans and leases past due ninety days or more as to principal or interest and (4) land sold on contract. A summary of underperforming assets at September 30, 1998 and December 31, 1997 follows: (000') (000') September 30, 1998 December 31, 1997 Nonaccrual loans and leases $ 4,083 $ 3,866 Renegotiated loans and leases 16 17 Land sold on contract and others 1,951 2,236 Total non-performing assets $ 6,050 $ 6,119 Ninety days past due loans and leases 5,599 4,384 Total underperforming assets $11,649 $ 10,503 Ratio of the allowance for loan losses as a percentage of non-performing assets 270% 221% Ratio of the allowance for loan losses as a percentage of underperforming assets 140% 129% The following loan categories comprise significant components of the non-performing loans at September 30, 1998 Non-Accrual Loans: (000') (000's) September 30, 1998 December 31, 1997 1-4 family residential $1,731 42% $ 728 19% Commercial loans 1,112 27 1,622 42 Installment loans 969 24 872 23 Other, various 271 7 644 16 $4,083 100% $3,866 100% Past due 90 days or more: 1-4 family residential $3,262 58% $2,785 64% Commercial loans 1,230 22 112 3 Installment loans 736 13 851 19 Other, various 371 7 636 14 $5,599 100% $4,384 100% 10 There are no material industry concentrations within the underperforming loans. In addition to the above underperforming loans, certain loans are felt by management to be impaired for reasons other than the current repayment status. Such reasons may include but not be limited to previous payment history, bankruptcy proceedings, industry concerns, or information related to a specific borrower that may result in a negative future event to that borrower. At September 30, 1998 the Corporation had $513,000 of such loans which are still in accrual status. Interest Rate Sensitivity and Liquidity The Corporation charges the nine subsidiary banks with monitoring and managing their individual sensitivity to fluctuations in interest rates and assuring that they have adequate liquidity to meet loan demand or any potential unexpected deposit withdrawals. This function is facilitated by the Asset/Liability Committee. The primary goal of the committee is to maximize net interest income within the interest rate risk limits approved by the Board of Directors. This goal is accomplished through management of the subsidiary bank's balance sheet liquidity and interest rate risk exposures due to the changes in economic conditions and interest rate levels. Interest Rate Risk Management considers interest rate risk to be the Corporation's most significant market risk. Interest rate risk is the exposure to changes in net interest income as a result of changes in interest rates. Consistency in the Corporation's net income is largely dependent on the effective management of this risk. The Committee reviews a series of monthly reports to ensure that performance objectives are being met. The Committee monitors and controls interest rate risk through earnings simulation. Simulation modeling measures the effects of changes in interest rates, changes in the shape of the yield curve, and changes in prepayment speeds on net interest income. The primary measure of Interest Rate Risk is "Earnings at Risk." This measure projects the earnings effect of various rate movements over the next three years on net interest income. It is important to note that measures of interest rate risk have limitations and are dependent upon certain assumptions. These assumptions are inherently uncertain and, as a result, the model cannot precisely predict the impact of interest rate fluctuations on net interest income. Actual results will differ from simulated results due to timing, frequency and amount of interest rate changes as well as overall market conditions. The Committee has performed a thorough analysis and believes the assumptions to be valid and theoretically sound. The relationships are continuously monitored for behavioral changes. In its interest rate risk management, the Corporation currently does not utilize any derivative products and is not engaged in securities trading activity. The Corporation instead invests in assets whose value is derived from an underlying asset. These assets include government agency issued mortgage-backed securities. The performance of these assets in changing rate environments is included in the following table. The table below shows the Corporation's estimated earnings sensitivity profile as of September 30, 1998. Given a 100 basis point increase in rates, net interest income would increase 2.18% over the next 12 months and decrease 1.97% over the next 24 months. A 100 basis point decrease would result in a 4.07% decrease in net interest income over the next 12 months and a 1.40% decrease over the next 24 month periods. These estimates assume all rates changed overnight and management took no action as a result of this change. Basis Point Percentage Change in Net Interest Income Interest Rate Change 12 months 24 months 36 months Down 300 -15.29% -6.72% -17.21% Down 200 -8.84 -3.33 -10.39 Down 100 -4.07 -1.40 - 4.97 Up 100 2.18 -1.97 1.10 Up 200 4.75 -2.88 3.68 Up 300 6.95 -4.26 6.08 11 Liquidity Risk Liquidity is measured by each bank's ability to raise funds to meet the obligations from its customers, including deposit withdrawals and credit needs. This is accomplished primarily by maintaining sufficient liquid assets in the form of investment securities and core deposits. The Corporation has $14.0 million of investments that mature throughout the coming 12 months. The Corporation also anticipates $95.5 million of principal payments from mortgage-backed securities. Given the current interest rate environment, the Corporation anticipates $70.8 million of federal agency securities to be called within the next 12 months. With these sources of funds, the Corporation currently anticipates adequate liquidity to meet the expected obligations of its customers. Capital Adequacy As of September 30, 1998 the Corporation's leverage ratio was 9.86% compared to 9.68% at December 31, 1997. At September 30, 1998 the Corporation's total capital, which includes Tier II capital, was 17.26% compared to 17.10% at December 31, 1997. These amounts exceed minimum regulatory capital requirements. Year 2000 The Year 2000 problem concerns the inability of information systems to properly recognize and process date sensitive information beginning on December 31, 1999. The Corporation has developed a Year 2000 team responsible for ensuring that its IT-systems, software, and non-IT systems are Year 2000 compliant in time to minimize any significant detrimental effects on operations and service to its customers. The Corporation is currently in the validation stage of a five step Year 2000 program. The awareness, assessment, and renovation steps have been completed for all mission critical applications. The validation stage includes the necessary software and hardware testing that is required as well as ongoing discussions with vendors and customers on the success of their validation efforts. The testing of the mission critical hardware and software began on September 1, 1998 and will be completed by the end of 1998. The Corporation utilizes Fiserv-CBS software for processing all of its core applications. Testing is underway to ensure these applications will be year 2000 compliant. The Corporation is in the process of corresponding with its major commercial loan customers and major suppliers and vendors to assess the credit risk related to the Year 2000 problem as well as the risk of business interruption. The majority of the Corporation's non-IT related systems have been assessed as Year 2000 compliant or are in the final testing phase which will be completed by June 30, 1999. The total estimated cost related to the Year 2000 issue, including the cost of replacing equipment is $760,000. Total incremental cost incurred through September 30, 1998 is approximately $100,000. The Corporation does not expect that the cost relating to the Year 2000 project will have a material effect on the results of its operations or financial condition. The above expectations are subject to inherent uncertainties of the Year 2000 problem including the readiness of third-party suppliers and regulatory agencies that the Corporation depends upon to meet customers needs. The failure to correct a material problem could result in an interruption or failure of normal business activities or operations. Such failures could materially affect the Corporation's ability to meet customers needs and ultimately affect its results of operations and financial condition. The Corporation believes that with the successful completion of its Year 2000 program, the possibility of significant interruptions will be reduced. Concurrently with the Year 2000 program described above, the Corporation is developing contingency plans intended to mitigate the possible disruption in business operations that may result from the year 2000 problem and is estimating the costs for such plans. Contingency plans may include increasing cash in vault, ordering extra forms/supplies, increasing the allowance for loan loss allocation for year 2000 credit risk, establishing trigger dates for activating alternative solutions/vendors, identifying possible alternative vendors, preparing for some manual preparation of checks, forms, etc. , and other appropriate measures. Once developed, contingency plans and related cost estimates will be continually refined as additional information becomes available. 12 FIRST FINANCIAL CORPORATION PART II OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders (a) The Annual meeting of the shareholders of the Corporation was held on April 15, 1998. (b) The following were elected Directors of the Corporation for a three year term: Walter A. Bledsoe, Max Gibson, William Niemeyer and Donald E. Smith. (c) The shareholders unanimously approved the annual report of the Corporation and unanimously approved the actions of the Directors and Officers of the Corporation for the fiscal year ended December 31, 1997. No other information is required to be filed under Part II of this form. 13 FIRST FINANCIAL CORPORATION PART II OTHER INFORMATION FORM 10-Q 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. FIRST FINANCIAL CORPORATION (Registrant) Date: November 13, 1998 By (Signature) Donald E. Smith, President Date: November 13, 1998 By (Signature) John W. Perry, Secretary Date: November 13, 1998 By (Signature) Michael A. Carty, Treasurer 14 19