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. For the Quarter ended September 30, 1998 Commission File No. 0-14277 First Commerce Bancshares, Inc. Nebraska 47-0683029 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1248 O Street, Lincoln, Nebraska 68508-1424 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code (402) 434-4110 ----------------------------- None Former name, former address, and former fiscal year, if changes since last report. "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 and Exchange Act of 1934 during the preceding twelve 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 Common stock, $.20 par value; outstanding at September 30, 1998 Class A Common 2,591,336 shares. Class B Common 10,938,951 shares. FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES Consolidated Condensed Balance Sheets (In Thousands) (Unaudited) September 30, 1998 December 31, 1997 Cash and due from banks $ 117,841 $ 156,664 Federal funds sold 23,195 36,495 ----------- ----------- Cash and cash equivalents 141,036 193,159 Mortgages held for sale 49,861 31,360 Securities available for sale (cost of $375,218,000 and $303,172,000) 391,100 336,857 Securities held to maturity (fair value of $376,552,000 and $367,489,000) 369,954 362,768 Loans 1,239,582 1,236,443 Less allowance for loan losses 23,193 22,458 ----------- ----------- Net loans 1,216,389 1,213,985 Premises and equipment 59,071 54,468 Other assets 71,541 58,503 ----------- ----------- $ 2,298,952 $ 2,251,100 =========== =========== Deposits: Noninterest bearing $ 328,095 $ 353,109 Interest bearing 1,345,295 1,296,385 ----------- ----------- 1,673,390 1,649,494 Securities sold under agreement to repurchase and other short-term borrowings 192,289 198,395 Federal Home Loan Bank borrowings 147,263 120,450 Accrued expenses and other liabilities 31,005 34,011 Long-term debt 13,669 16,170 ----------- ----------- Total liabilities 2,057,616 2,018,520 Stockholders' equity: Common stock: Class A voting, $.20 par value; authorized 10,000,000 shares; issued and outstanding 2,591,336 shares; 518 518 Class B non-voting, $.20 par value; authorized 40,000,000 shares; issued and outstanding 10,938,951 shares 2,188 2,188 Paid in capital 21,601 21,601 Retained earnings 206,252 186,377 Net unrealized gains on securities available for sale (net of tax) 10,777 21,896 ----------- ----------- Total stockholders' equity 241,336 232,580 ----------- ----------- $ 2,298,952 $ 2,251,100 =========== =========== See notes to consolidated condensed financial statements. FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES Consolidated Condensed Statements of Income (Unaudited) (In Thousands Except Per Share Data) Three Months Ended Nine Months Ended September 30, September 30, 1998 1997 1998 1997 ----------- ----------- ----------- --------- Interest income: Loans $27,487 $ 26,001 $82,786 $75,935 Investment securities: Taxable 10,557 10,187 30,832 30,180 Non-taxable 380 326 1,096 1,042 Dividends 532 197 1,588 530 Mortgages held for sale 803 474 2,461 1,073 Short-term investments 492 794 1,477 2,003 -------- ------- -------- -------- Total interest income 40,251 37,979 120,240 110,763 Interest expense: Deposits 16,142 15,159 47,319 44,668 Short-term borrowings 2,278 2,644 6,752 6,584 Federal Home Loan Bank borrowings 1,546 698 4,460 1,940 Long-term debt 341 352 1,003 1,117 -------- ------- -------- ------- Total interest expense 20,307 18,853 59,534 54,309 -------- ------- -------- ------- Net interest income 19,944 19,126 60,706 56,454 Provision for loan losses 1,531 1,840 4,511 6,064 -------- ------- -------- -------- Net interest income after provision for loan losses 18,413 17,286 56,195 50,390 Noninterest income: Service charges and fees to customers 13,169 10,459 37,477 29,399 Trust services 1,438 1,416 4,816 5,081 Gains on securities sales 1,915 389 4,211 5,002 Other income 699 660 1,720 1,294 -------- ------- -------- -------- Total noninterest income 17,221 12,924 48,224 40,776 -------- ------- -------- -------- Noninterest expense: Salaries and employee benefits 10,962 9,689 32,397 29,086 Occupancy and equipment 2,695 2,672 7,543 7,170 Fees and insurance 3,859 2,876 10,905 8,133 Other expenses 6,322 4,986 17,408 14,381 -------- ------- -------- -------- Total noninterest expense 23,838 20,223 68,253 58,770 -------- ------- -------- -------- Income before income taxes 11,796 9,987 36,166 32,396 Income tax provision 4,195 3,608 12,840 11,554 -------- ------- -------- -------- Net income $ 7,601 $ 6,379 $23,326 $20,842 ======== ======= ======= ======= Weighted average shares outstanding 13,530 13,539 13,530 13,544 ======== ======= ======== ======== Basic net income per share $ .56 $ .47 $ 1.72 $ 1.54 ======= ====== ======= ======= See notes to consolidated condensed financial statements. FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited) (In Thousands) Nine Months Ended September 30, ---------------------- 1998 1997 -------- ------ Net cash flows from operating activities $ (349) $ 5,097 Cash flows from investing activities: Proceeds from maturities of held to maturity securities 75,654 40,005 Purchase of held to maturity securities (82,840) (102,373) Proceeds from maturities of available for sale securities 40,588 49,982 Proceeds from sales of available for sale securities 19,194 79,317 Purchase of available for sale securities (127,140) (42,968) Net increase in loans (6,915) (56,303) Capital expenditures (8,829) (6,472) Proceeds from derivative financial instrument 697 - Other (35) (12) ------- -------- Net cash flows from investing activities (89,626) (38,824) ------- -------- Cash flows from financing activities: Increase in deposits 23,896 31,089 (Decrease)/Increase in securities sold under agreement to repurchase and other short-term borrowings (6,106) 42,580 Net increase/(decrease) in Federal Home Loan Bank borrowings 26,813 (1,044) Cash dividends paid (3,450) (3,050) Repayment of long term debt (2,501) (2,535) Purchase of common stock - (360) Other (800) (57) ------ ------- Net cash flows from financing activities 37,852 66,623 ------ ------- Net (decrease)/increase in cash and cash equivalents (52,123) 32,896 Cash and cash equivalents at January 1 193,159 159,837 ------- ------- Cash and cash equivalents at September 30 $ 141,036 $ 192,733 ======= ======== See notes to consolidated condensed financial statements. FIRST COMMERCE BANCSHARES, INC. & SUBSIDIARIES Notes To Consolidated Condensed Financial Statements A. GENERAL The accompanying unaudited consolidated condensed financial statements and notes thereto contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company and its subsidiaries as of September 30, 1998, and the results of their operations. The consolidated condensed financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto included in the Company's 1997 annual report and Form 10-K. Certain 1997 amounts have been reclassified to conform to 1998 classifications. The results of operations for the unaudited nine-month period ended September 30, 1998, are not necessarily indicative of the results which may be expected for the entire calendar year 1998. B. ALLOWANCE FOR LOAN LOSSES Transactions in the allowance for the loan losses are summarized as follows: 1998 1997 ------ ----- (Amounts in Thousands) Balance, January 1 $22,458 $20,157 Provision for loan losses 4,511 6,064 Charge-offs (5,890) (6,059) Recoveries 2,114 2,154 ------- -------- Balance, September 30 $23,193 $22,316 ======= ======= C. INVESTMENT SECURITIES During the first nine months of 1998 and 1997, the Company realized $4,211,000 and $5,002,000, respectively, in profits on the sale of securities available for sale. During the first nine months of 1998 and 1997, the Company did not sell any held to maturity securities. D. COMPREHENSIVE INCOME Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130 (SFAS130), "Reporting Comprehensive Income." This statement establishes standards for reporting and display of comprehensive income and its components in a full set of financial statements. The Company's "other comprehensive income" is comprised of unrealized gains and losses on debt and equity securities classified as available for sale. "Other comprehensive income" for the first nine months of 1998 and 1997 was a negative $11,119,000, net of tax; and a positive $12,894,000, net of tax, respectively. Thereby, total "comprehensive income" for the first nine months of 1998 was $12,207,000 as compared to book net income of $23,326,000. For the first nine months of 1997 total "comprehensive income" was $33,736,000 as compared to book net income of $20,842,000. The 1998 decrease in unrealized gains and losses on debt and equity securities classified as available for sale since December 31, 1997, was due principally to the decline in the market value of Transcrypt International, Inc., a Lincoln, Nebraska based company that first sold shares in the public stock market in 1997. At December 31, 1997, the Company's original investment of $429,000 had a market value of $17 million; at September 30, 1998, the stock had a market value of $1.8 million. The decline in the market value of Transcrypt and a net decrease in the market value of other available for sale securities totaled $17,803,000. During the first quarter of 1998, the Company settled a "collar" on 200,000 shares of Transcrypt and realized $697,000. Under the deferral method of accounting, the gain, net of tax, was deferred and will be recognized in the same period as the gains or losses on the item being hedged. FINANCIAL REVIEW Nine Months Ended September 30, 1998 and 1997 Results of Operations Net income for the nine months ended September 30, 1998, was $23,326,000 or $1.72 per share as compared to $20,842,000 or $1.54 per share for the same period one year ago. Net income for the three months ended September 30, 1998, was $7,601,000 or $.56 per share as compared to $6,379,000 or $.47 per share for the same period one year ago. Net income for the first nine months of 1998 includes $4,211,000 in pre-tax gains primarily from the sale of investments in the Company's Global Fund, as compared to pre-tax gains of $5,002,000 for the same period one year ago. If the securities gains were excluded for both periods, net income would have been $20,589,000 and $17,590,000, respectively. On a per share basis, earnings would have been $1.52 per share and $1.30 per share respectively. Net Interest Income Net interest income (interest income less interest expense) was $19,944,000 for the third quarter of 1998, compared to $19,126,000 for the third quarter of 1997, $20,637,000 for the second quarter of 1998, and $20,125,000 for the first quarter of 1998. The primary reason for the increase in net interest income was an increase in earning assets. Earning assets at September 30, 1998, September 30, 1997, and December 31, 1997 were $2,074 million, $1,896 million, and $2,004 million, respectively. The net yield on earning assets (net interest income divided by earning assets) decreased slightly to approximately 4.07% as of September 30, 1998 from 4.16% as of September 30, 1997. Loans were $1,240 million at the end of September 1998, as compared to $1,174 million at the same time a year ago, a 5.6% increase. Investments were $761 million at September 30, 1998, compared to $652 million at September 30, 1997, a 16.7% increase. Provision for Loan Losses The provision for loan losses was $4,511,000 for the first three quarters of 1998, as compared to $6,064,000 as of September 30, 1997, a 25.6% decrease. For the first nine months of 1998 net charge-offs were $3,776,000 compared to $3,905,000 for the same period a year ago. Credit card charge offs have stabilized in the past year. Net credit card charge offs totaled $3.4 million for the first nine months of 1998 and $3.7 million for the first nine months of 1997. As a percentage of loans outstanding, the loan loss reserve was 1.9% as of September 30, 1998 and 1997. Overall, management believes the credit quality of the loan portfolio remains sound, although management will continue to monitor credit card quality, agricultural loans and other loan trends. The following table presents the amount of non-performing loans: September 30, 1998 December 31, 1997 ------------------ ----------------- Loans accounted for on a non accrual basis $1,351,000 $1,581,000 Accruing loans which are contractually past due 90 days or more as to principal or interest payment 1,704,000 1,106,000 Loans not included above which are "troubled debt restructurings" 1,478,000 1,530,000 The accruing loans that are contractually past due 90 days or more are in the process of resolution. Non accrual loans and troubled debt restructurings have decreased since December 31, 1997, due primarily to the pay off of two agricultural loans. Virtually all of the Company's loans are to Nebraska-based organizations, although the loan portfolio is well diversified by industry. The Nebraska economy is dependent upon the general state of the agricultural economy. The Company has $197 million in agricultural loans. The Company is concerned about low agricultural commodity prices. Fat cattle feeders have lost money for several months. Although overall yields were good for grain producers, grain prices are at three-year lows. Current weather conditions and world economic conditions are such that improvement in the general agricultural economy may not be likely over the near term. Although the Company's borrowers are in relatively good financial condition, the uncertain environment they are working under may have a negative effect on agricultural producers in general, and may have an impact on the banking sector. Recently, Congress appropriated additional dollars for "market loss adjustments" which will provide some monetary support to grain producers. Noninterest Income Noninterest income for the first nine months was $48,224,000 compared to $40,776,000 for the first nine months of 1997, an 18.3% increase. If securities gains were excluded, noninterest income would have been $44,013,000 compared to $35,774,000, a 23.0% increase. Computer fees increased $1,611,000 or 25.3% due to an increase in conversion and annual processing fees. Credit card fees increased $1,813,000 primarily due to an increase in interchange and merchant income. Mortgage banking income increased 58.0% over the same period one year ago because of the large volume of mortgage refinancings in the first nine months of 1998. In September 1997, the Company converted its common trust funds to mutual funds, the "Great Plains Family of Funds." Fees earned from these mutual funds are included in other service charges and fees, which accounts for the 45.5% increase in this income category. This also accounts for the 5.2% decrease in trust services income. Gains on the sale of securities were $4,211,000 in the first nine months of 1998 as compared to $5,002,000 in the first nine months of 1997, a $791,000 decrease. These gains were primarily the result of selling certain positions held in the Company's Global Fund. Other income increased 32.9% from the same period a year ago, primarily due to an increase in the gain on sale of mortgages held for sale. (As a normal course of business, First Commerce Mortgage Company holds mortgages from the time funded until the time delivered.) The following table shows the breakdown of noninterest income and the percentage change: (In Thousands) Percent September 30, Increase/ 1998 1997 (Decrease) ------- ------- ---------- Computer services $ 7,969 $ 6,358 25.3% Credit card 11,411 9,598 18.9 Mortgage banking 6,213 3,933 58.0 Service charges on deposits 4,041 4,120 (1.9) Other service charges and fees 7,843 5,390 45.5 Trust services 4,816 5,081 (5.2) Gains on securities sales 4,211 5,002 (15.8) Other income 1,720 1,294 32.9 --------- ------- Total noninterest income $48,224 $40,776 18.3 ======= ======= Noninterest Expense Noninterest expenses were $68,253,000 for the first nine months of 1998 as compared to $58,770,000 for the same period one year ago. This is an increase of $9.5 million or 16.1% from a year ago. Salaries and employee benefits increased $3,311,000 or 11.4% generally due to increases in the levels of pay and number of employees. Equipment expenses increased $444,000 or 11.4% due to additional equipment purchases, primarily computer related. Fees and insurance increased $347,000 or 12.7% from the same period one year ago primarily due to increased credit report and filing fees. Credit card processing fees increased $2,425,000 due to increased activity and an increase in Cabela's bucks expense, points earned from using the Cabela's credit card (joint venture with Cabela's), which can be redeemed for merchandise at Cabela's. Business development expenses increased 16.6% due primarily to increased marketing for new solicitations at Cabela's. Other expenses increased 27.0% due primarily to additional consulting fees and additional software amortization expense. A decrease in minority interest expense is related to the decrease in profits in the Cabela's credit card joint venture. Amortization of mortgage servicing rights increased $1,728,000 or 118.9% due to an increase in the volume of mortgages serviced by First Commerce Mortgage combined with a significant increase in refinancings during the first nine months of 1998, which results in the early write-off of capitalized mortgage servicing rights on loans being refinanced. The following table shows the breakdown of noninterest expense and the percentage change: (In Thousands) Percent September 30, Increase/ 1998 1997 (Decrease) -------- --------- ---------- Salaries and employee benefits $32,397 $29,086 11.4% Net occupancy expense 3,195 3,266 (2.2) Equipment expense 4,348 3,904 11.4 Fees and insurance 3,084 2,737 12.7 Credit card fees 7,821 5,396 44.9 Communications 3,327 3,245 2.5 Supplies 2,001 1,861 7.5 Business development 2,966 2,543 16.6 Other expenses 4,775 3,761 27.0 Minority interest 775 1,135 (31.7) Goodwill amortization 383 383 -- Amortization of mortgage servicing rights 3,181 1,453 118.9 -------- -------- Total noninterest expense $68,253 $58,770 16.1 ======= ======= The Company's efficiency ratio -- noninterest expense (excluding net cost of other real estate, minority interest and goodwill amortization) divided by the sum of net interest income and noninterest income (excluding securities gains/losses) -- was 64.0% and 62.2% at September 30, 1998 and 1997, respectively. Financial Condition at September 30, 1998 Total assets at September 30, 1998, were $2,299 million, compared to $2,137 million at September 30, 1997, a 7.6% increase. Total assets at December 31, 1997, were $2,251 million. Since September 30, 1997, loans have increased from $1,174 million to $1,240 million, a 5.6% increase. Managed loans at September 30, 1998 were $1,327 million. Loans are summarized as follows: September 30, 1998 September 30, 1997 ----------------- ------------------ (In thousands) Real estate mortgage $ 398,635 $ 361,215 Consumer 268,891 287,703 Commercial and financial 257,877 260,091 Agricultural 170,449 139,412 Credit card 98,355 87,775 Real estate construction 45,375 37,441 ------- ------- $1,239,582 $1,173,637 ========== ========== The increase in real estate loans is primarily in commercial real estate projects in the Lincoln and Omaha markets, both of which continue to exhibit good economic growth. Agricultural loan increases are primarily in the cattle feeding sector, reflecting higher cattle inventories. The credit card increase has resulted primarily from the acquisition of a credit union portfolio. The decrease in the consumer portfolio is due primarily to increased competition in this market, as well as significant refinancings via home equity loans and home loan refinancings. Deposits have increased from $1,606 million at September 30, 1997 to $1,673 million at September 30, 1998, a 4.2% increase. The loan to deposit ratio was 74.1% as of September 30, 1998, compared to 73.1% at September 30, 1997. Repurchase agreements and other short-term borrowings totaled $192 million at September 30, 1998, compared to $184 million at September 30, 1997, and $198 million at December 31, 1997. Federal Home Loan Bank borrowings totaled $147 million at September 30, 1998, compared to $72 million at September 30, 1997, and $120 million at December 31, 1997. Long-term debt consisting of Company capital notes decreased $2.5 million since September 30, 1997 and December 31, 1997 because of the annual principal payment. In addition to repurchase agreements and Federal Home Loan Bank borrowings, the Company has utilized commercial paper and the securitization of credit card receivables as supplemental funding sources. The Company has increased the utilization of non-traditional (non-deposit) funding sources because of cost, liquidity, and interest rate risk management factors. Stockholders' equity to assets was 10.0% as of September 30, 1998. The net unrealized gains on available for sale securities decreased $11,119,000 since December 31, 1997. The 1998 decrease in unrealized gains and losses on debt and equity securities classified as available for sale since December 31, 1997, was due principally to the decline in the market value of Transcrypt International, Inc., a Lincoln, Nebraska based company that first sold shares in the public stock market in 1997. At December 31, 1997, the Company's original investment of $429,000 had a market value of $17 million; at September 30, 1998, the stock had a market value of $1.8 million. The decline in the market value of Transcrypt and a net decrease in the market value of other available for sale securities totaled $17,803,000. During the first quarter of 1998, the Company settled a "collar" on 200,000 shares of Transcrypt and realized $697,000. Under the deferral method of accounting, the gain, net of tax, was deferred and will be recognized in the same period as the gains or losses on the item being hedged. On June 29, 1998, the Company opened a new national-chartered bank, Western Nebraska National Bank, Valentine, Nebraska. The new Valentine bank purchased the assets and assumed the liabilities of the existing Loan Production Offices in Valentine, Nebraska, and Mullen, Nebraska, from the Company's North Platte Bank, Western Nebraska National Bank, North Platte, Nebraska. The new Valentine bank opened with assets of approximately $14 million. At the end of an eighteen-month statutory holding period, the Company intends to merge the Valentine bank into the North Platte bank, subject to regulatory approval. Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of Tier I capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of Tier I and total capital (as defined) to risk-weighted assets (as defined). The Company's and the National Bank of Commerce's (the Company's most significant bank subsidiary) actual capital amounts and ratios are presented in the following table: To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions ------------- ------------------ ---------------- Amount Ratio Amount Ratio Amount Ratio -------------- ------------------ ---------------- As of September 30, 1998: Total Capital (to Risk Weighted Assets): Consolidated $245,885 16.8% $116,789 8.0% N/A N/A National Bank of Commerce 115,392 12.5 73,638 8.0 $92,048 10.0% Tier I Capital (to Risk Weighted Assets): Consolidated 225,511 15.5 58,394 4.0 N/A N/A National Bank of Commerce 103,886 11.3 36,819 4.0 55,229 6.0 Tier I Capital (to Quarterly Average Assets): Consolidated 225,511 10.2 88,548 4.0 N/A N/A National Bank of Commerce 103,886 8.3 50,270 4.0 62,837 5.0 As of December 31, 1997: Total Capital (to Risk Weighted Assets): Consolidated $226,623 14.9% $121,724 8.0% N/A N/A National Bank of Commerce 108,772 12.1 71,956 8.0 $89,945 10.0% Tier I Capital (to Risk Weighted Assets): Consolidated 205,459 13.5 60,862 4.0 N/A N/A National Bank of Commerce 97,499 10.8 35,978 4.0 53,967 6.0 Tier I Capital (to Quarterly Average Assets): Consolidated 205,459 9.7 84,362 4.0 N/A N/A National Bank of Commerce 97,499 8.1 48,046 4.0 60,058 5.0 Year 2000 The Company's assessment of internal Year 2000 issues is complete and the Company is in the process of upgrading any computer hardware, software, and other systems that are not Year 2000 ready and intends to have the upgrades completed by the end of 1998. The Company plans to have all systems modified, if necessary, and tested well in advance of 2000. The Company will continue testing its systems throughout 1999 to insure they will function properly. In addition, connectivity testing will be performed between the Company and outsource service providers during 1999. If critical outsource service providers are unable to resolve Year 2000 issues in time, the conversion is delayed significantly, or major problems arise as a result of the conversion, the Company would likely experience significant data processing delays, mistakes or failures. These delays, mistakes or failures could have significant adverse impact on the financial condition and results of the operations of the Company. Contingency plans are already in place or will be established for any critical outsource service providers failing to meet internal testing criteria. The Company is addressing the Year 2000 issue with its major bank customers to insure they will be Year 2000 ready. The Company estimates the total costs, including costs incurred to date, of addressing Year 2000 issues will be approximately $2 million. Scheduled systems upgrades and enhancements which would have taken place anyway, are not included as a Year 2000 expense, even though some might include a Year 2000 solution. Forward Looking Information When used or incorporated by reference in disclosure documents, the words "anticipate," "estimate," "expect," "project," "target," "goal," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933. Such forward-looking statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected or projected. These forward-looking statements speak only as of the date of the document. The Company expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's expectation with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Part II - Other Information Item 6. Exhibits and Reports on Form 8-K (a) None. (b) None. 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 COMMERCE BANCSHARES, INC. Date: November 13, 1998 By: James Stuart Jr. -------------------------- ---------------- James Stuart, Jr., Chairman and CEO Date: November 13, 1998 By: Donald Kinley -------------------------- ------------- Donald Kinley, Vice President and Treasurer (Chief Accounting Officer)