UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 1-8820
Banyan Short Term Income Trust
(Exact name of Registrant as specified in its charter)
Massachusetts 36-6801275
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 553-9800
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 require-
ments for the past 90 days. YES X . NO .
Shares of beneficial interest outstanding as of August 8, 1996: 6,667,410.
Transitional Small Business Disclosure Format. YES . NO X .
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS)
JUNE 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
1996 1995
ASSETS
Cash and Cash Equivalents $2,891,489 $1,635,312
Investment Securities 640,888 ---
Interest Receivable 55,657 1,942
Net Investment in Real
Estate Ventures 514,821 1,636,749
Other Assets 66,295 282,879
---------- ----------
Total Assets 4,169,150 3,556,882
---------- ----------
LIABILITIES
Accounts Payable and
Accrued Expenses 676,347 829,822
---------- -----------
NET ASSETS IN LIQUIDATION $3,492,803 $ 2,727,060
========== ===========
Book Value Per Share of
Beneficial Interest
(6,667,410 Shares Issued
and Outstanding) $ 0.52 $ 0.41
========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS)
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
Net Assets in Liquidation at
December 31, 1995 $ 2,727,060
Interest Income on Cash and
Cash Equivalents and
Investment Securities 63,149
Operating Expenses (377,161)
Net Income From Real Estate
Ventures 1,079,755
-----------
Net Assets in Liquidation
at June 30, 1996 $ 3,492,803
===========
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(LIQUIDATION BASIS)
FOR THE THREE MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
Net Assets in Liquidation at
March 31, 1996 $ 3,622,409
Interest Income on Cash and
Cash Equivalents and
Investment Securities 42,696
Operating Expenses (176,022)
Net Income From Real Estate
Ventures 3,720
-----------
Net Assets in Liquidation
at June 30, 1996 $ 3,492,803
===========
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENT OF INCOME AND EXPENSES
(GOING CONCERN BASIS)
FOR THE SIX MONTHS ENDED JUNE 30, 1995
(UNAUDITED)
INCOME 1995
Interest Income on Cash
and Cash Equivalents $ 111,655
Interest Income on Investment
Securities 136,194
Other Interest Income 24,757
-----------
Total Income 272,606
-----------
EXPENSES (RECOVERIES)
Shareholder Expenses 59,258
Directors' Fees, Expenses
and Insurance 108,490
Other Professional Fees 83,465
General and Administrative 247,691
Recovery of Losses On Loans
Notes, and Interest Re-
ceivable (336,374)
-----------
Total Expenses 162,530
-----------
Operating Income 110,076
Net Income From Real
Estate Ventures 243,670
Net Loss From Foreclosed
Real Estate Held for Sale (38,979)
-----------
Net Income $ 314,767
===========
Net Income Per Share
of Beneficial Interest (Based
on Shares Outstanding of
6,667,410) $ 0.05
===========
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENT OF INCOME AND EXPENSES
(GOING CONCERN BASIS)
FOR THE THREE MONTHS ENDED JUNE 30, 1995
(UNAUDITED)
INCOME 1995
Interest Income on Cash
and Cash Equivalents $ 61,179
Interest Income on Investment
Securities 54,801
-----------
Total Income 115,980
-----------
EXPENSES
Shareholder Expenses 33,498
Directors' Fees, Expenses
and Insurance 54,318
Other Professional Fees 44,465
General and Administrative 106,923
-----------
Total Expenses 239,204
-----------
Operating Loss (123,224)
Net Income From Real Estate
Ventures 163,724
Net Loss From Foreclosed Real
Estate Held for Sale (14,484)
-----------
Net Income $ 26,016
===========
Net Income Per Share
of Beneficial Interest (Based
on Shares Outstanding of
6,667,410) $ 0.00
===========
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(GOING CONCERN BASIS)
FOR THE SIX MONTHS ENDED JUNE 30, 1995
(UNAUDITED)
1995
CASH FLOWS FROM OPERATING
ACTIVITIES:
NET INCOME $ 314,767
Adjustments to Reconcile Net
Income to Net Cash Provided
by Operating Activities:
Amortization of Premium on
Investment Securities 2,673
Equity in Net Income from
Real Estate Ventures (243,670)
Net Change In:
Interest Receivable on Cash and
Cash Equivalents and
Investment Securities (184,347)
Other Assets (4,391)
Accounts Payable and Accrued
Expenses 120,441
-----------
Net Cash Provided By Operating
Activities 5,473
-----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Proceeds from the Sale and
Maturity of Investment
Securities 7,980,052
Purchase of Investment Securities (4,232,134)
Collections of Notes Receivable 3,500,000
Distributions from Real Estate
Ventures, Net 1,577,516
-----------
Net Cash Provided By Investing
Activities 8,825,434
-----------
Net Increase in Cash and
Cash Equivalents 8,830,907
Cash and Cash Equivalents at
Beginning of Period 2,687,908
------------
Cash and Cash Equivalents at
End of Period $11,518,815
-----------
The accompanying notes are an integral part of the consolidated financial
statements.
BANYAN SHORT TERM INCOME TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
Readers of this quarterly report should refer to Banyan Short Term Income
Trust's (the "Trust's") audited consolidated financial statements for the year
ended December 31, 1995, which are included in the Trust's 1995 Annual Report on
Form 10-KSB, as certain footnote disclosures which would substantially duplicate
those contained in such audited financial statements have been omitted from this
report.
1. LIQUIDATION AND BASIS OF PRESENTATION
Banyan Short Term Income Trust (the "Trust") was organized as a business
Trust under the laws of the Commonwealth of Massachusetts, pursuant to a
Declaration of Trust filed July 13, 1984. On October 26, 1995 the Trust's Board
of Trustees unanimously approved a Plan of Termination and Liquidation (the
"Plan") for the Trust.
Effective with the adoption of the Plan, the accounting basis used by the
Trust in preparing its financial statements changed from the going concern to
the liquidation basis of accounting. The amount ultimately available for
distribution to shareholders under the Plan will depend on the amounts realized
from the sale of Trust assets, including the timing of the liquidation process
and the resolution of the Trust's liabilities.
The accompanying consolidated financial statements include the accounts of
the Trust, its wholly-owned subsidiaries, the Trust's 50% interest in the
Oakridge Joint Venture and 75% interest in the Dearborn Park Townhome
Partnership both of which are accounted for on the equity method. All
intercompany balances and transactions have been eliminated in consolidation.
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying consolidated financial statements as of June
30, 1996 and for the six months and quarters ended June 30, 1996 and 1995.
These adjustments made to the financial statements as presented are all of a
normal recurring nature to the Trust unless otherwise indicated.
2. INCOME TAXES
For the year ended December 31, 1995 the Trust elected to be treated as a
real estate investment trust ("REIT") under the Internal Revenue Code Sections
856-860. In order to so qualify, the Trust was required to distribute at least
95% of its taxable income to shareholders and meet asset and income tests as
well as certain other requirements. On March 20, 1996, the Trust notified the
Internal Revenue Service of its intent to revoke its election to be treated as a
REIT under section 856(c)(1) of the Internal Revenue Code of 1986, as amended,
due to the Trust's decision to liquidate.
3. INVESTMENT SECURITIES
The Trust considers all highly liquid investments purchased with a
maturity greater than three months to be "Investment Securities". Investment
Securities at June 30, 1996 are as follows: (i) a Federal Home Loan Bank Bond
with a face amount of $390,000 bearing an interest rate of 8.00% and maturing on
July 25, 1996 and (ii) a Federal Home Loan Bank Bond with a face amount of
$250,000 bearing an interest rate of 5.64% and maturing on July 25, 1996. The
cost and approximate market value of these investments at June 30, 1996 is
$390,792 and $250,096, respectively. There were no investment securities at
December 31, 1995.
4. INVESTMENT IN REAL ESTATE VENTURES
Equity in Income (Loss):
For the six months ended
June 30, 1996 1995
Dearborn Park Townhome
Partnership $ 99,034 $ 334,386
VST/VMIF Oakridge
Partnership 980,721 (90,716)
---------- ---------
Total $1,079,755 $ 243,670
========== =========
During the six months ended June 30, 1996, the Trust received $375,000 as
its share of a distribution from the Dearborn Park Townhome Partnership. Also
during the six months ended June 30, 1996, the Trust made cash contributions of
$44,891 to the Oakridge partnership. The Oakridge cash contributions were
offset by the receipt of $1,871,574 in net cash proceeds received primarily from
the sale of 205 acres of the Oakridge property.
5. TRANSACTIONS WITH AFFILIATES
Administrative costs, primarily salaries and general and administrative
expenses are reimbursed by the Trust to Banyan Management Corp. ("BMC"). These
costs are allocated to the Trust and other entities to which BMC provides
administrative services based upon the actual number of hours spent by BMC
personnel on matters related to the particular entity in relation to the total
number of BMC personnel hours. The Trust's allocable share of costs for the six
months ended June 30, 1996 and 1995 aggregated $117,569 and $173,907
respectively. As one of its administrative services, BMC serves as the paying
agent for general and administrative costs of the Trust. As part of providing
this payment service, BMC maintains a bank account on behalf of the Trust. As
of June 30, 1996, the Trust had a net receivable due from BMC of $22,343. The
net receivable is included in other assets in the Trust's Consolidated Statement
of Net Assets in Liquidation.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
OF OPERATIONS
GENERAL
Banyan Short Term Income Trust (the "Trust") was formed to make short-term
loans to affiliates of VMS Realty Partners. These borrowers subsequently
defaulted on their obligations adversely affecting the Trust. As a result of
these defaults, the Trust suspended the making of new loans, except for advances
of additional funds under circumstances which it deemed necessary to preserve
the value of existing collateral, including instances where the Trust foreclosed
upon or took title, indirectly, to the collateral. In early 1990, the Trust
implemented a plan designed to preserve its assets and manage its properties
acquired through foreclosure or otherwise until they could be disposed of in an
orderly manner. On August 17, 1995, the Trust's Board of Trustees authorized
management to prepare a Plan of Termination and Liquidation (the "Plan") for the
Trust which was to include plans for disposing of its remaining assets and the
distribution of any net cash proceeds to the shareholders. On October 26, 1995
the Trustees unanimously approved the Plan.
A review of the Trust's business plan which led to the consideration and
ultimately the adoption of the Plan was triggered by the Trust's 1995
disposition of its largest remaining assets; a note receivable collateralized by
the Boca Raton Golf and Tennis Club and its interest in the Boca Raton Marina
Parcel. Pursuant to the Plan, the Trustees intend to complete the sale of the
remaining townhome unit in the Federal Square Project, complete the sale of the
remaining five-acre land parcel of the Oakridge site, dispose of the Trust's
liquidating trust interest and proceed to wind-up and terminate the Trust's
affairs prior to December 31, 1996. The Plan does not contemplate the
distribution to the shareholders of the Trust of securities or other
property in kind and, therefore, the Trustees did not seek shareholder
approval of the Plan. On December 22, 1995 the Trust made an
initial liquidating distribution to all shareholders of record on
December 11, 1995 in the amount of $3.95 per share. Assuming completion
of the sale of the Trust's remaining real estate assets by the
end of the fourth quarter of 1996, the Trust anticipates a final
distribution to shareholders of $0.45 to $0.55 per share. The final
distribution is anticipated to occur sometime in the fourth quarter of 1996.
The estimated timing and amount of the Trust's termination and final
distribution are based upon various assumptions associated with the disposition
of its remaining assets. The final termination and distribution could vary from
the Trust's estimates in the event the assets are disposed of earlier or later
than anticipated and cash proceeds received upon disposition are more or less
than expected due to changes in the market conditions as originally estimated.
Subsequent to the initial liquidating distribution, the Trust was no
longer able to meet certain financial requirements for continued listing of the
Trust's shares of beneficial interest on the American Stock Exchange (the
"AMEX") and, as a result, the AMEX ceased trading of the Trust's shares on
February 2, 1996. Final delisting of the Trust's shares occurred on April 10,
1996. Following the final distribution, the Trust will close its transfer books
and other records at the close of business on a date determined by the Trustees
and thereafter certificates representing shares shall not be assignable or
transferable. At such time, the existence of the Trust will effectively be
terminated.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents consist of cash and short-term investments. The
Trust's cash and cash equivalents balance at June 30, 1996 and December 31, 1995
was $2,891,489 and $1,635,312, respectively. In addition, as of June 30, 1996,
the Trust also held $640,888 in investment securities. The increase in cash and
cash equivalents and investment securities between June 30, 1996 and
December 31, 1995 of $1,897,065 is due primarily to the Trust's receipt of its
50% share of cash proceeds from the VST/VMIF Oakridge Partnership's (the
"Oakridge Venture") sale of 205 acres of the Oakridge property in the amount of
$1,856,289 and the receipt of cash distributions from the Dearborn Park Townhome
Partnership ("Federal Square") project in the amount of $375,000. Partially
offsetting the increase in cash and cash equivalents and investment securities
was the payment of the operating costs of the Trust of approximately $334,000.
On February 5, and March 1, 1996, the Oakridge Venture sold a total of 180
acres to an unaffiliated party for approximately $4,600,000. In addition, on
March 1, 1996, the Oakridge Venture sold an additional 25-acre parcel to an
unaffiliated party for approximately $2,200,000. The disparity in the price per
acre between the two contracts of approximately $88,000 per acre to $26,000 per
acre is due to each parcel's unit density per approved zoning and entitlement
rights. The February and March, 1996 sales resulted in the Oakridge Venture's
repayment of a first mortgage loan collateralized by the Oakridge property in
the amount of $1,916,617. After repayment of the mortgage loan, interest and
other closing costs the Oakridge Venture received net proceeds from the sales of
$4,180,505 (including $467,928 of deposits received during 1995) of which
$2,090,253 was distributed to the Trust representing its 50% interest in the
Venture. The Oakridge Venture is currently engaged in negotiations to sell the
remaining five-acre retail parcel at the Oakridge property.
For the six months ended June 30, 1996, the Dearborn Park Townhome
Partnership sold three townhomes resulting in net income from the sales of
approximately $131,000. The Trust has recognized $99,034 as its 75% share of
the net income from these sales. As of August 5, 1996 development has been
completed and the Dearborn Park Townhome Partnership has sold 116 units of the
117 units available.
The Trust's current balance of cash and cash equivalents and investment
securities along with the cash proceeds to be derived from the sale of the
Trust's remaining assets is expected to be sufficient to meet its reasonably
anticipated needs for its Plan.
RESULTS OF OPERATIONS
As a result of the adoption of the Plan on October 26, 1995, effective
October 27, 1995, the Trust began reporting on the liquidation basis of
accounting. Therefore, operations for the six months and quarter ended June 30,
1996 are stated on the liquidation basis as reported on the Consolidated
Statement of Changes in Net Assets in Liquidation while the June 30, 1995
results are reported on a going concern basis as reported on the Consolidated
Statements of Income and Expenses. See Note 1, "Liquidation and Basis of
Presentation" of the Notes to Consolidated Financial Statements for further
information.
For the six months ended June 30, 1996 and 1995, the Trust had total
income of $63,149 and $272,606, respectively. For the quarters ended June 30,
1996 and 1995 the Trust had total income of $42,696 and $115,980 respectively.
The decrease in total income for the six months and quarter ended June 30, 1996
when compared to the six months and quarter ended June 30, 1995 is primarily due
to the decrease in interest income as a result of a decrease in cash and cash
equivalents available for investment. This decrease in cash and cash
equivalents is primarily due to the Trust's payment of the initial liquidating
distribution made on December 22, 1995 in the amount of $26,336,270 or $3.95 per
share. Also contributing to this decrease was a one time receipt during 1995 of
$24,757 in interest income related to the Boca Golf and Tennis Club note.
For the six months ended June 30, 1996 and 1995, total expenses were
$377,161 and $162,530, respectively. The $214,631 increase in total expenses
for the six months ended June 30, 1996 when compared to the six months ended
June 30, 1995 is primarily related to the fact that 1995 results were impacted
by a $336,374 recovery of losses on mortgage loans, notes, and interest
receivable representing a cash distribution received from its interest in a
liquidating trust. There were no cash distributions in respect to these
interests during the six months ended June 30, 1996. Partially offsetting this
increase was a decrease in operating expenses of $121,743. This decrease is
primarily due to a decrease in Banyan Management Corp. ("BMC") expenses which
are allocated to the Trust based on the actual number of hours spent by BMC
personnel on Trust-related matters and a decrease in other professional fees.
During the first six months of 1995, BMC personnel spent a significant amount of
time related to the Boca assets which were disposed of in 1995 while spending
significantly less time in 1996 following the adoption of the Plan. Other
professional fees decreased due to a decrease in legal expenses related to the
sale and disposition in 1995 of the Boca assets and a decrease in other
professional fees as a result of the winding up of the Trust's operations.
Total expenses for the quarter ended June 30, 1996 and 1995 were $176,022
and $239,204, respectively. Primarily contributing to this decrease for the
quarter ended June 30, 1996 was the sale of Boca Marina in the third quarter of
1995 and the sale of 205 acres of the Oakridge property in the first quarter of
1996. Due to these sales and the decision to liquidate and wind up the affairs
of the Trust, general and administrative, other professional fees, directors'
fees, expenses and insurance, and shareholder expenses all have decreased.
Net Income from Real Estate Ventures was $1,079,755 and $243,670 for the
six months ended June 30, 1996 and 1995, respectively. For the six months ended
June 30, 1996, net income from real estate ventures consisted of the Trust's
share of net income from its interest in the Dearborn Park Townhome Partnership
in the amount of $99,034 plus the Trust's share of net income from the Oakridge
Venture in the amount of $980,721. The Trust's share of the 1996 net income of
the Dearborn Park Townhome Partnership represents the Trust's 75% share of the
Dearborn Park Townhome Partnership's approximate $131,000 of net income from the
sale of three townhomes. Development of the Dearborn Park Townhome
Partnership's Federal Square project, consisting of a total of 117 townhomes, is
substantially complete with 116 units sold as of August 5, 1996. The $980,721
of net income from the Oakridge Venture for the six months ended June 30, 1996
consists of a $1,050,936, gain on the sale of 205 acres, which represents the
Trust's 50% share reduced by the Trust's share of a $70,215 loss on operations.
The $70,215 net loss on operations of the Oakridge Venture for the six months
ended June 30, 1996, is primarily due to sales and marketing costs related to
the sales of 205 acres of the Oakridge property during 1996. For the six months
ended June 30, 1995, net income from real estate ventures consisted of the
Trust's share of net income from its interest in the Dearborn Park Townhome
Partnership of $334,386 and the Trust's share of net loss from its interest in
the Oakridge Partnership of $90,716. The Trust's share of the 1995 income of
the Dearborn Park Townhome Partnership represents the Trust's 75% share of the
partnership's approximate $428,000 of net income from the sale of 24 townhomes.
The $90,716 net loss on operations of the Oakridge Venture for the six months
ended June 30, 1995 is primarily related to zoning and marketing costs incurred
in the process of selling the Oakridge property during 1995. For the quarters
ended June 30, 1996 and 1995, net income from real estate ventures totalled
$3,720 and $163,724, respectively. The Trust's Dearborn Park Townhome
Partnership generated income for the quarters ended June 30, 1996 and 1995 of
$2,827 and $210,811, respectively. During the quarter ended June 30, 1996 no
sales occurred at the Federal Square project as compared to 16 sales for the
same period in 1995. The Trust's share of the Oakridge Venture's income (loss)
for the quarters ended June 30, 1996 and 1995 was $893 and ($47,087),
respectively.
Net loss from foreclosed real estate held for sale for the six months and
quarter ended June 30, 1995 consisted of a $38,979 and $14,484 net loss from
operations, respectively representing holding costs associated with the Trust's
Boca Marina Parcel.
The combination of the above changes have resulted in an increase in net
income to $765,743 ($0.11 per share) for the six months ended June 30, 1996
compared to $314,767 ($0.05 per share) for the six months ended June 30, 1995.
For the quarter ended June 30, 1996, the Trust recorded a net loss of $129,606
($0.02 per share) compared to net income of $26,016 ($0.00 per share) recorded
for the quarter ended June 30, 1995.
OTHER INFORMATION
The Trust elected to be treated as a real estate investment trust ("REIT")
under Sections 856-860 of the Internal Revenue Code for the year ended December
31, 1995. On March 20, 1996, the Trust notified the Internal Revenue Service of
its intent to revoke the tax election to be treated as a REIT under section
856(c)(1) of the Internal Revenue Code of 1986, as amended, due to the decision
to liquidate and terminate the Trust.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are included with this report.
The following exhibit is incorporated by reference from the Trust's Form
8-K dated November 1, 1995:
Exhibit Number Description
(2) Plan of Liquidation/Termination
The following exhibit is incorporated by reference from the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1989:
Exhibit Number Description
(3)(a) Fifth Amended and Restated Declaration of Trust
dated October 23, 1987
The following exhibit is incorporated by reference from the Trust's
Registration Statement on Form S-4 (file no. 33-11038) referencing the exhibit
numbers used in the Registration Statement:
Exhibit Number Description
(3)(b) By-Laws of the Registrant - Dated December 14,
1984.
Registrant's Annual Report on the following exhibits are incorporated by
reference from the Trust's Form 10-KSB for the year ended December 31,1995:
Exhibit Number Description
(10) Material Contracts
Second Amendment of Leonard G. Levine's Employment
Contract dated December 31, 1992
(21) Schedule of Subsidiaries of the Registrant
(b) No reports on Form 8-K were filed during the quarter ended June 30,
1996 for which this report is filed.
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.
BANYAN SHORT TERM INCOME TRUST
By: /s/ Leonard G. Levine Date: August 8, 1996
Leonard G. Levine, President
By: /s/ Joel L. Teglia Date: August 8, 1996
Joel L. Teglia, Vice President,
Chief Financial and Accounting Officer