UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2005
/ / TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from to
Commission file Number 01-16934
BOL BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter.)
Louisiana 72-1121561
(State of incorporation) (IRS Employer Identification
No.)
300 St. Charles Avenue, New Orleans, La. 70130
(Address of principal executive offices)
(504) 889-9400
(Issuer?s telephone number)
Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 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 / /
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: 179,145 SHARES AS OF October
31, 2005
Transitional Small Business Disclosure Format (Check one): Yes / / No /X/
BOL BANCSHARES, INC. & SUBSIDIARY
INDEX
Page
No.
PART I. Financial Information
Item 1: Financial Statements
Consolidated Statements of Condition 3
Consolidated Statements of Income 4
Consolidated Statements of Comprehensive Income 5
Consolidated Statements of Cash Flow 6
Item 2: Management's Discussion and Analysis 7
Item 3: Controls and Procedures 10
PART II. Other Information
Item 6: Exhibits and Reports on Form 8-K 10
A. Exhibits 10
B. Reports on Form 8-K 10
Signatures 11
Part I. Financial Information
BOL BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CONDITION
Sept 30 Dec. 31,
(Amounts in Thousands) 2005 2004
(Unaudited) (Audited)
ASSETS
Cash and Due from Banks
Non-Interest Bearing Balances and Cash $12,173 $6,350
Federal Funds Sold 3,000 0
Investment Securities
Securities Held to Maturity 19,000 19,000
Securities Available for Sale 586 534
Loans-Less Allowance for Loan Losses of $1,800,000
and Unearned Discount of $0 59,729 63,294
Property, Equipment and Leasehold Improvements
(Net of Depreciation and Amortization) 2,034 2,151
Other Real Estate 658 729
Other Assets 1,456 1,169
TOTAL ASSETS $98,636 $93,227
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Non-Interest Bearing $41,471 $34,927
NOW Accounts 10,993 11,293
Money Market Accounts 4,037 3,830
Savings Accounts 25,002 27,431
Time Deposits, $100,000 and over 408 528
Other Time Deposits 5,946 5,080
TOTAL DEPOSITS 87,857 83,089
Notes Payable 2,149 2,188
Federal Funds Purchased 0 350
Other Liabilities 1,541 1,043
TOTAL LIABILITIES 91,547 86,670
STOCKHOLDERS' EQUITY
Preferred Stock - Par Value $1
2,117,244 Shares Issued and Outstanding in 2005 2,117 2,158
2,157,853 Shares Issued and Outstanding in 2004
Common Stock - Par Value $1
179,145 Shares Issued and Outstanding 179 179
Accumulated Other Comprehensive Income 311 276
Capital in Excess of Par - Retired Stock 126 102
Undivided Profits 3,842 3,881
Current Earnings 514 (39)
TOTAL STOCKHOLDERS' EQUITY 7,089 6,557
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $98,636 $93,227
BOL BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three months ended Nine months ended
Sept 30 Sept 30
(Amounts in Thousands) 2005 2004 2005 2004
INTEREST INCOME
Interest and Fees on Loans $1,662 $1,726 $5,192 $5,496
Interest on Investment Securities 130 107 363 306
Interest on Federal Funds Sold 39 15 106 50
Total Interest Income $1,831 1,848 5,661 5,852
INTEREST EXPENSE
Interest on Deposits 89 54 221 152
Other Interest Expense 10 11 30 31
Interest on Federal Funds Purchased 2 - 2 -
Interest Expense on Notes Payable 1 1 2 3
Interest Expense on Debentures 30 31 91 93
Total Interest Expense 132 97 346 279
NET INTEREST INCOME 1,699 1,751 5,315 5,573
Provision for Loan Losses 99 193 384 490
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 1,600 1,558 4,931 5,083
NONINTEREST INCOME
Service Charges on Deposit Accounts 205 288 684 830
Cardholder & Other Credit Card Income 162 168 488 519
ORE Income - - 238 88
Other Operating Income 17 69 259 161
Total Noninterest Income 384 525 1,669 1,598
NONINTEREST EXPENSE
Salaries and Employee Benefits 837 1,030 2,499 3,028
Occupancy Expense 306 407 1,027 1,210
Communications 37 88 156 254
Outsourcing Fees 345 - 1,119 -
Loan & Credit Card Expense 30 269 96 945
Professional Fees 33 104 174 310
ORE Expense 67 - 153 21
Other Operating Expense 155 489 596 949
Total Noninterest Expense 1,810 2,387 5,820 6,717
Income Before Tax Provision 174 (304) 780 (36)
Provision For Income Taxes 59 (103) 266 (11)
NET INCOME $115 ($201) $514 ($25)
Earnings Per Share of Common Stock $0.64 ($1.12) $2.87 ($0.14)
BOL BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Amounts in thousands) 2005 2004
NET INCOME $514 ($25)
OTHER COMPREHENSIVE INCOME, NET OF TAX
Unrealized Holding Gains on Investment
Securities Available-for-Sale, Arising
During the Period 35 8
COMPREHENSIVE INCOME $549 ($17)
BOL BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended Sept 30
(Amounts in thousands) 2005 2004
OPERATING ACTIVITIES
Net Income 514 (25)
Adjustments to Reconcile Net Income to Net
Cash Provided by (Used in) Operating Activities:
Provision for Loan Losses 384 490
Depreciation and Amortization Expense 172 158
Amortization of Investment Security Premiums - 19
Accretion of Investment Security Discounts - -
Decrease (Increase) in Deferred Income Taxes 18 (19)
(Gain) Loss on Sale of Property and Equipment - -
(Gain) on Sale of Other Real Estate (235) (88)
(Increase) Decrease in Other Assets (389) 365
Increase (Decrease) in Other Liabilities
and Accrued Interest 215 (149)
Net Cash Provided by (Used in) Operating Activities 678 751
INVESTING ACTIVITIES
Proceeds from Held-to-Maturity Investment Securities
Released at Maturity - 8,000
Purchases of Held-to-Maturity Investment Securities - (8,023)
Proceeds from Sale of Property and Equipment 1 8
Purchases of Property and Equipment (56) (691)
Proceeds from Sale of Other Real Estate 585 295
Net (Increase) Decrease in Loans 2,902 (4,231)
Net Cash Provided by (Used in) Investing Activities 3,432 (4,642)
FINANCING ACTIVITIES
Net Increase (Decrease) in Non-Interest Bearing
and Interest Bearing Deposits 4,768 (1,425)
Proceeds from Issuance of Long-Term Debt - -
Preferred Stock Retired (16) (1)
Principal Payments on Long Term Debt (39) (8)
Net Cash Provided by (Used in) Financing Activities 4,713 (1,434)
Net Increase (Decrease)in Cash and Cash Equivalents 8,824 (5,325)
Cash and Cash Equivalents - Beginning of Year 6,350 15,114
Cash and Cash Equivalents - End of Period $15,173 $9,789
BOL BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
SUPPLEMENTAL DISCLOSURES: 2005 2004
Additions to Other Real Estate through Foreclosure 279 -
Cash Paid for Interest 187 288
Cash (Paid) Received for Income Taxes (56) (85)
Market Value Adjustment for Unrealized Gain on
Securities Available-for-Sale 52 12
Accounting Policies Note:
Cash Equivalents Include Amounts Due from Banks and Federal Funds Sold.
Generally, Federal Funds are Purchased and Sold for One Day Periods.
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis is intended to provide a better
understanding of the consolidated financial condition of BOL Bancshares, Inc.
and its bank subsidiary at September 30, 2005 compared to December 31, 2004
and the results of operations for the three and nine months periods ended
September 30, 2005 with the same periods in 2004. This discussion and analysis
should be read in conjunction with the interim consolidated financial
statements and footnotes included herein.
This discussion may contain certain forward-looking statements, which are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those stated. Readers are cautioned not to place undue reliance on these
forward-looking statements.
During the third quarter of 2005, the area the Company operates in was
impacted by Hurricane Katrina. At the current time, three of the Bank?s
branches are being renovated from storm damage. Management feels the insurance
coverage is adequate to cover damages that were sustained.
Management is currently evaluating the loan portfolio in the heavily
damaged areas to determine if an additional allowance is needed.
SEPTEMBER 30, 2005 COMPARED WITH DECEMBER 31, 2004
BALANCE SHEET
Total Assets at September 30, 2005 were $98,636,000 compared to
$93,227,000 at December 31, 2004 an increase of $5,409,000 or 5.80%. Federal
Funds Sold increased $3,000,000 at September 30, 2005 from $0 at December 31,
2004. Cash and due from banks increased $5,823,000 to $12,173,000 at September
30, 2005 from $6,350,000 at December 31, 2004. The increase in cash and due
from banks was mainly attributable to an increase in the bank?s federal reserve
bank account of $4,721,000, an increase of $1,572,000 in the bank?s other
accounts and a decrease in cash and cash items of $470,000. The increase in
the cash and due from banks was due mainly to the effects of Hurricane Katrina
wherein the bank experienced a large volume of FEMA and insurance deposits from
customers affected by Hurricane Katrina. Total loans decreased $3,565,000 or
5.63% to $59,729,000 at September 30, 2005 from $63,294,000 at December 31,
2004. This decrease in the loan portfolio is due mainly to a decrease in the
credit card portfolio of $894,000, a decrease of $2,523,000 in the commercial
loan portfolio, a decrease of $632,000 in the personal loan portfolio and an
increase in overdrafts of $486,000. The increase in overdrafts was due to
working with customers during the aftermath of Hurricane Katrina. The credit
card portfolio decrease was largely attributable to (i) competition from other
banks and non-traditional credit card issuers; (ii) tightening of the Bank?s
underwriting standards; and (iii) normal attrition. The decrease in the
commercial loan portfolio was primarily due to interim construction loans that
matured and one commercial loan for $900,000 that matured. When a construction
loan matures, it is taken by a permanent lender. The decrease in the personal
loan portfolio was due mainly to normal attrition.
Total deposits increased $4,768,000 or 5.74% to $87,857,000 at September
30, 2005 from $83,089,000 at December 31, 2004. Total non-interest bearing
deposits increased $6,544,000 while interest-bearing accounts decreased
$1,776,000. Federal Funds Purchased decreased $350,000 from $350,000 at
December 31, 2004 to $0 at September 30, 2005. Shareholder?s Equity increased
$532,000 due mainly to net income of $514,000 at September 30, 2005.
NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 2004
INCOME
The Company?s net income for the nine months ended September 30, 2005 was
$514,000 or $2.87 per share an increase of $539,000 from the Company?s total
net loss of $25,000 for the same period last year.
Interest income decreased $191,000 for the nine months ended September 30,
2005 over the same period last year. Interest on the loan portfolio decreased
$304,000. This was caused by a decrease in the interest rate on loans from
8.71% at September 30, 2004 to a rate of 8.51% at September 30, 2005. Interest
on the investment portfolio and federal funds sold increased $126,000 due to
higher interest rates offset by a decrease in the average balance. The interest
rate on the investment portfolio increased from 1.56% at September 30, 2004 to
1.86% at September 30, 2005. The interest rate on federal funds sold increased
from .77% at September 30, 2004 to 2.17% at September 30, 2005.
Interest expense increased $67,000 for the nine months ended September 30,
2005 over the same period last year. This was caused by an increase in the
interest rate on interest-bearing liabilities from .53% at September 30, 2004
to .70% as of September 30, 2005. The Company?s net interest spread declined
from 6.03% at September 30, 2004 to 5.93% at September 30, 2005.
Noninterest income increased $71,000 for the nine months period from
$1,598,000 at September 30, 2004 to $1,669,000 at September 30, 2005. This
increase is due mainly to an increase of $147,000 from the sale of an ORE
property during the first quarter of 2005 for a gain of $235,000 as compared to
a gain of $88,000 on the sale of an ORE property during the first quarter of
2004. In addition the Bank also recognized $141,000 as beneficiary of two
insurance policies on the life of the Bank?s president, Mr. James Comiskey, who
passed on in February 2005. This was offset by a decrease in deposit related
fees of $146,000 of which $107,000 was due to a decrease in fees collected on
overdrawn accounts. Cardholder & other credit card income decreased $31,000.
Noninterest expense decreased $897,000 for the nine months period as
compared to the same period last year. Salaries and employee benefits
decreased $529,000, occupancy expense decreased $183,000 and loan & credit card
expenses decreased $849,000, postage expense decreased $90,000 while
outsourcing fees increased $1,119,000 over the same period last year. These
decreases and increases are directly attributable to the Bank outsourcing its
credit card operations, thereby reducing staff and software expenses. In
addition, rental expense was reduced because the Bank purchased a building
which had been previously leased. Other losses decreased $262,000 due mainly
to a loss of $271,000 in 2004 that was charged to operations in a case where
the Bank was a plaintiff in a suit against its former health insurer.
Professional fees decreased $136,000 due mainly to a decrease in legal fees of
$91,000, and a decrease of $42,000 in stationery, forms and supply from last
year. ORE expenses increased $132,000 due mainly to expenses incurred from the
sale of the aforementioned ORE property, the day to day upkeep of the
properties in OREO and property taxes paid in 2005 covering several years for
a property acquired in 2004.
The provision for income taxes increased $277,000 compared to the same
period last year from a tax benefit of $11,000 at September 30, 2004 to a tax
expense of $266,000 at September 30, 2005.
THIRD QUARTER 2005 COMPARED WITH THIRD QUARTER 2004
INCOME
Net income for the third quarter of 2005 was $115,000 compared to a net
loss of $201,000 for the same period last year.
Interest income decreased $17,000 over the same period last year.
Interest on the loan portfolio decreased $64,000 from $1,726,000 at September
30, 2004 to $1,662,000 at September 30, 2005. This was caused by an increase in
the interest rate on loans from 2.69% at September 30, 2004 to a rate of 2.77%
at September 30, 2005 and a decrease in the average outstanding loans from
$64,174,000 at September 30, 2004 to $59,971,000 at September 30, 2005.
Interest on the investment portfolio and federal funds sold increased $47,000
due to higher interest rates. The interest rate on the investment portfolio
increased from .55% at September 30, 2004 to .66% at September 30, 2005. The
interest rate on federal funds sold increased from .33% at September 30, 2004
to .80% at September 30, 2005.
Interest expense increased $35,000 for the three months ended September
30, 2005 over the same period last year. This was caused by an increase in the
interest rate on interest-bearing liabilities from .19% at September 30, 2004
to .27% as of September 30, 2005. The Company?s net interest spread remained
constant at 1.90% at September 30, 2004 and at September 30, 2005.
Noninterest income decreased $141,000 for the three-month period as
compared to the same period last year. Deposit related fees decreased $83,000,
of which $63,000 was due to a decrease in fees collected on overdrawn accounts.
Other income decreased $43,000 due mainly to an incentive received in 2004 from
the company that the Bank outsourced the credit card operations to, and
cardholder & other credit card income decreased $14,000 over the same period
last year.
Noninterest expense decreased $577,000 for the three-month period as
compared to the same period last year. Salaries and employee benefits decreased
$193,000, occupancy expense decreased $101,000 and loan & credit card expenses
decreased $238,000 postage expense decreased $35,000 while outsourcing fees
increased $345,000 over the same period last year. These decreases and
increases are directly attributable to the Bank outsourcing its credit card
operations, thereby reducing staff and software expenses. In addition, rental
expense was reduced because the Bank purchased a building which had been
previously leased. Other losses decreased $308,000 due mainly to a loss of
$272,000 in 2004 that was charged to operations in a case where the Bank was a
plaintiff in a suit against its former health insurer. Professional fees
decreased $71,000 due mainly to a decrease in legal fees of $50,000, and a
decrease of $21,000 in stationery, forms and supply from last year. ORE
expenses increased $64,000 due mainly to property taxes paid in 2005 covering
several years for a property acquired in 2004.
The provision for income taxes increased $162,000 compared to the same
period last year from a tax benefit of $103,000 at September 30, 2004 to a tax
expense of $59,000 at September 30, 2005.
Item 3 Controls and Procedures
The certifying officers of the Company have evaluated the effectiveness of
the Company?s disclosure controls and procedures. They have concluded after
evaluating the effectiveness of the Company?s disclosure controls and
procedures as of September 30, 2005, that as of such date, the Company?s
disclosure controls and procedures were effective and designed to ensure that
material information relating to the Company would be made known to them by
others.
There were no changes in the Company?s internal controls over financial
reporting for the quarter ended September 30, 2005 that have materially
affected, or are reasonably likely to materially affect, such controls.
Item 6 Exhibits and Reports on Form 8-K
A. Exhibits
31.1 Section 302 Principal Executive Officer Certification
31.2 Section 302 Principal Financial Officer Certification
32.1 Section 1350 Certification
32.2 Section 1350 Certification
B. Reports on Form 8-K
BOL BANCSHARES, INC.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
BOL BANCSHARES, INC.
(Registrant)
/s/ G. Harrison Scott
November 22, 2005 G. Harrison Scott
Date Chairman
(in his capacity as a duly authorized
officer of the Registrant)
/s/ Peggy L. Schaefer
Peggy L. Schaefer
Treasurer
(in her capacity as Chief Accounting
Officer of the Registrant)
Exhibit 31.1
I, G. Harrison Scott, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Bol Bancshares,
Inc;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant?s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have;
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant?s disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the ?Evaluation Date?); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant?s other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant?s auditors and the audit
committee of registrant?s board of directors (or persons performing the
equivalent functions);
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant?s ability to
record, process, summarize and report financial data and have
identified for the registrant?s auditors any material weaknesses in
internal control; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant?s
internal controls; and
6. The registrant?s other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: November 22, 2005
/s/ G. Harrison Scott
Chairman
(in his capacity as a duly authorized
officer of the Registrant)
Exhibit 31.2
I, Peggy L. Schaefer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Bol Bancshares,
Inc;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant?s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant?s disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the ?Evaluation Date?); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant?s other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant?s auditors and the audit
committee of registrant?s board of directors (or persons performing the
equivalent functions);
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant?s ability to
record, process, summarize and report financial data and have
identified for the registrant?s auditors any material weaknesses in
internal control; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant?s internal
controls; and
6. The registrant?s other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 22, 2005
/s/ Peggy L. Schaefer
Treasurer
(in her capacity as Chief Accounting
Officer of the Registrant)
Exhibit 32.1
CERTIFICATION OF PERIODIC REPORT
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
18 U.S.C. Section 1350
The undersigned hereby certifies that (i) the foregoing Quarterly Report
on Form 10-QSB filed by BOL Bancshares, Inc. (the ?Registrant?) for the quarter
ended September 30, 2005, fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and (ii) the information
contained in that Report fairly presents, in all material respects, the
financial condition and results of operations of the Registrant.
/s/ G. Harrison Scott
November 22, 2005 G. Harrison Scott
Date Chairman
(in his capacity as duly authorized
officer of the Registrant)
Exhibit 32.2
CERTIFICATION OF PERIODIC REPORT
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
18 U.S.C. Section 1350
The undersigned hereby certifies that (i) the foregoing Quarterly Report
on Form 10-QSB filed by BOL Bancshares, Inc. (the ?Registrant?) for the quarter
ended September 30, 2005, fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, and (ii) the information
contained in that Report fairly presents, in all material respects, the
financial condition and results of operations of the Registrant.
/s/ Peggy L. Schaefer
November 22, 2005 Peggy L. Schaefer
Date Treasurer
(in her capacity as Chief Accounting
Officer of the Registrant)