SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
REVISED
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 1, 1996
MARKET DATA CORP.
(Exact name of registrant as specified in its charter)
TEXAS 33-22264-FW 76-0252235
(State or jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
14505 TORREY CHASE BLVD. SUITE 410, HOUSTON, TX, 77014
(Address of principal executive offices)
Registrant's telephone number, including area code (713) 586-8686
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Market Data Corp. ("MDC") a Texas corporation, traded on the
National Quotation System under the symbol ("MADA"), Market Data
Acquisition Corp. ("MDAC"), a wholly owned subsidiary of MDC, and
Renet Financial Corporation ("RENET"), a California corporation,
entered into a Plan and Agreement of Merger (the "Plan") on October
25, 1995, to merge RENET with and into MDAC ("the Merger"), with
RENET becoming the surviving corporation and wholly-owned
subsidiary of MDC, and MDAC ceasing operations. No monetary
consideration was exchanged in this merger.
The merger was completed on March 1, 1996, and in accordance with
the Plan, (1) each outstanding share of RENET common stock was
converted into the right to receive 0.9403555 shares of MDC's
common stock; (2) each outstanding share of RENET preferred stock
was converted into the right to receive 5.642133 shares of MDC's
common stock; (3) each option currently outstanding to purchase
shares of RENET common stock was converted into the right to
purchase .9403555 shares of MDC's common stock; and (4) RENET
became a wholly owned subsidiary of MDC. The shareholders of Renet
own 66.25% of the issued and outstanding shares of MDC following
the Merger.
As agreed in the merger, the board was increased from three to five
members, with three vacancies filed by nominees from RENET.
The new board members are Philip C. LaPuma, David L. LaPuma, and
Michael F. Pope. They have beneficial ownership, through shares
and options, of 7,064,540 shares of MDC common stock in total.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
DESCRIPTION OF THE TRANSACTION
Market Data Corporation ("MDC"), a Texas corporation and Renet
Financial Corporation ("RENET"), a California corporation, entered
into a Merger Agreement dated October 27, 1995. The Merger
Agreement contemplated the merger of Renet with and into Market
Data Acquisition Corporation, a wholly owned subsidiary of MDC. As
a result of the Merger, completed on March 1, 1996, and in
accordance with the terms of the Merger Agreement, (i) each
outstanding share of Renet common stock (other than shares held by
persons who perfect their rights as dissenting shareholders under
California law) was converted into the right to receive 0.9403555
share of MDC's common stock, (ii) each outstanding share of Renet
preferred stock (other than shares held by persons who perfect
their rights as dissenting shareholders under California law) was
converted into the right to receive 5.642133 shares of MDC's common
stock, (iii) each option currently outstanding to purchase shares
of Renet common stock was converted into the right to purchase
0.9403555 shares of MDC's common stock, and (iv) Renet became a
wholly owned subsidiary of MDC.
SOURCE OF FUNDS
No monetary consideration was exchanged in the merger, and the
merger has been accounted for as a pooling of interest. MDC issued
11,167,255 shares of its common stock in exchange for all of the
outstanding common and preferred shares of RENET. Additionally,
MDC issued 3,525,282 options to purchase the common stock of MDC in
exchange for outstanding options to purchase the common stock of
RENET.
The exchange ratio applicable to the merger was determined through
extensive, armslength negotiations between the management of MDC
and RENET, which originated in August 1994. The exchange ratio is
based upon the respective parties' objective and subjective
assessments of the relative value and prospects of RENET and MDC.
In this regard, MDC considered, among other factors, the assets,
liabilities, revenues, net revenues and relative market share of
Renet, and the long and short-term value to the Company to be able
to offer the wide range of financial services which are currently
being offered by RENET to its customers. In the value assessment
of MDC, RENET considered, among other factors, MDC's potential, as
a publicly held corporation, to provide greater access to the
capital markets than that which had been available to RENET.
MDC engaged McFarland Grossman & Company, Inc., a Houston based
investment banking firm, to assist the Company in assessing RENET's
value, and in the related negotiations between MDC and RENET.
McFarland Grossman & Company, Inc. did not, however, prepare a
fairness opinion, or any other written analysis or reports in
connection with its services. The boards of MDC and RENET
considered internally prepared analysis, both formal and informal.
On February 16, 1996, a fairness hearing was held by the
Commissioner of the Department of Corporations, State of
California, to determine the fairness of the terms and conditions
of the merger. The Commissioner determined at this meeting that
the transaction between MDC and RENET to be fair and equitable to
all parties involved.
REASONS FOR MERGER
In an effort to enhance shareholder value, the management of MDC
commenced an evaluation of privately held companies in the pursuit
of locating potential acquisition candidates. On August 8, 1994,
MDC engaged the services of McFarland, Grossman & Company, Inc. to
assist in the identification of potential merger or acquisition
candidates. Through these efforts, RENET was identified as a
merger candidate and MDC commenced negotiations for a business
combination. The negotiations were terminated by mutual consent on
January 18, 1995, and subsequently recommenced in June of 1995.
The management of MDC believes that the Merger will provide an
opportunity for the growth and development of MDC and significantly
enhance its position in the marketplace, through the expansion of
assets, revenue base, employees, and lines of business through the
products and financial services that will be offered as a result of
the Merger. The combined products and services to be offered
include mortgage lending, insurance and financial publishing.
METHOD OF ACCOUNTING
This transaction will be accounted for as a pooling of interests.
The recorded assets and liabilities of MDC and RENET will be
carried forward to the combined corporation at their recorded
amounts. Income of the combined corporation will include income of
MDC and RENET for the entire fiscal period in which the combination
occurs.
TAX CONSEQUENCES
This transaction will be treated as a non-taxable exchange of stock
under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended.
NATURE OF BUSINESS
RENET is a franchisor of financial services to real estate
brokerages, builders, developers, financial planners and tax
preparers, who want to provide conventional, government and home
equity mortgage loans to their clients. Over 175 franchisees and
200 wholesale brokers utilize RENET's mortgage banking operations
as a direct lender. RENET's access to approximately 100 additional
lenders, and a consumer finance division, to offer a broad range of
products. RENET offers VA and FHA loans, and also has direct
endorsement and automatic approval of Housing of Urban Development
("HUD") and Veterans Administration ("VA") loans.
MDC markets financial information systems, software and on-line
subscriptions of financial data. The financial information systems
are sold under a dealer arrangement with Data Broadcasting
Corporation ("DBC"), formerly FNN Data Broadcasting. MDC has also
secured dealer arrangements with several software companies to
market financial information and software analysis.
MDC also develops subscription based daily financial text products
that are marketed throughout the financial community and publishes
a daily financial information product known as "Wall Street Edge"
for Prodigy Services Company. The subscription fees, which range
from $20 - $50 per month, are shared between MDC and the respective
provider/carrier.
RELATED TRANSACTIONS
After the Fairness Hearing by the State of California, MDC advanced
to RENET $35,000 pursuant to a demand note. In connection with the
completion of the merger, this note will be treated as an
intercompany transaction.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Independent Auditor's Report
To the Board of Directors
Renet Financial Corporation
Orange, California
I have audited the accompanying balance sheet of Renet Financial
Corporation as of June 30, 1995, and the related statements of income,
stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe
that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Renet
Financial Corporation as of June 30, 1995, and the results of its
operations and its cash flows for the year then ended, in conformity
with generally accepted accounting principles.
Julius A. Otto
Pasadena, California
August 25, 1995
Independent Auditor's Report
To the Board of Directors
Renet Financial Corporation
Anaheim, California
We have audited the accompanying balance sheets for Renet Financial
Corporation as of June 30, 1994 and 1993 (not presented herein), and
the related statements of income, stockholders' equity and cash flows
for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Renet
Financial Corporation as of June 30, 1994 and 1993, and the results of
its operations and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.
McGladrey & Pullen
Anaheim, California
August 11, 1994, except for the last paragraph in Note 6 as to which
the date is September 29, 1994.
RENET FINANCIAL CORPORATION
BALANCE SHEETS
March 31,
June 30, June 30, 1996
1994 1995 (Unaudited)
___________ ___________ ___________
ASSETS
Current Assets
Cash and cash equivalents $ 140,450 $ 29,104 $ 50,775
Certificate of Deposit 100,000 100,000
Origination fees receivable 72,989 15,860
Franchise fees receivable 146,281 379,493 356,643
Other receivables and advances 85,450 51,449 54,600
Mortgage loans held for sale 476,416 1,186,236 2,097,702
Prepaid expenses 49,470 35,468 51,836
Other Real Estate Owned 142,071
Income tax refund claim
receivable 70,000
___________ ___________ ___________
Total Current Assets 1,183,127 1,797,610 2,711,556
Long-Term Franchise Fees
Receivable,
Less Current Maturities 279,884 581,279 581,279
Office Furniture and Equipment,
Net 331,309 232,856 140,841
Goodwill, net 59,759 109,781 100,799
Other Assets 23,984 3,678 3,678
___________ ___________ ___________
$1,878,063 $2,725,204 $3,538,153
=========== =========== ===========
March 31,
June 30, June 30, 1996
1994 1995 (Unaudited)
___________ ___________ ___________
LIABILITIES
Current Liabilities
Mortgage warehouse credit
facility $ 463,416 $1,186,236 $2,097,702
Current maturities of capital
lease obligations 82,838 61,564 10,088
Current maturities of
long-term debt 72,292 8,761 2,260
Accounts payable and accrued
expenses 505,046 504,185 695,190
Notes payable to bank 250,000 250,000
Advances from shareholder 22,000 10,000
___________ ___________ ___________
Total Current Liabilities 1,123,592 2,032,746 3,065,240
Long-Term Liabilities
Capital lease obligations,
less current maturities 96,124 37,646 31,825
Long-term debt, less
current maturities 40,459 30,231 30,230
Due to Parent-MDC 191,000
___________ ___________ ___________
136,583 67,877 253,055
___________ ___________ ___________
STOCKHOLDER'S EQUITY
Common Stock, no par value 340,167 485,273 534,973
Preferred Stock 741,099 741,849 741,849
Retained Earnings (Deficit) (463,378) (602,541) (1,056,964)
___________ ___________ ___________
617,888 624,581 219,858
___________ ___________ ___________
$1,878,063 $2,725,204 $3,538,153
=========== =========== ===========
RENET FINANCIAL CORPORATION
STATEMENTS OF OPERATIONS
For the Nine Months Ended
March 31,
For the Year Ended June 30, 1995 1996
_____________________________________
1993 1994 1995 (Unaudited) (Unaudited)
___________ ___________ ___________ ___________ ___________
Revenues
Loan origination fees $5,955,915 $7,663,252 $3,778,795 $2,656,669 $1,740,947
Gains on sales of mortgage
loans 522,098 902,234 1,065,435 1,031,404 402,039
Initial franchise sales 230,67 514,602 538,470 501,025 11,340
Royalty income 60,449 83,594
Other fees and income 260,824 461,327 155,167 113,593 75,290
___________ ___________ ___________ ___________ ___________
7,029,963 9,625,009 5,537,867 4,302,691 2,229,616
___________ ___________ ___________ ___________ ___________
Operating Expenses
Franchise commissions 3,280,615 3,253,234 1,087,420 816,482 408,236
Salaries and related benefit 1,675,920 2,890,514 1,461,740 1,183,471 848,933
Loan officer commissions 623,291 1,910,848 1,845,100 1,385,194 681,867
Marketing 382,456 606,759 122,234 111,233 33,042
Other loan processing costs 432,061 769,716 322,588 229,895 146,197
Merger Expense 9,451
Other general and
administrative 589,813 1,037,649 778,074 743,341 563,184
__________ ___________ ___________ ___________ ___________
6,984,156 10,468,720 5,617,156 4,469,616 2,690,910
___________ ___________ ___________ ___________ ___________
Operating Income (loss) 45,807 (843,711) (79,289) (166,925) (461,294)
Other Income (Expense)
Interest incom 16,824 118,755 82,485 44,196 157,049
Interest expense (10,752) (126,649) (48,911) (32,651) (157,142)
Other (8,302) 38,254 6,964
___________ ___________ ___________ ___________ ___________
(2,230) (7,894) 33,574 49,799 6,871
___________ ___________ ___________ ___________ ___________
Income (Loss) Before Provision
for Income Taxes (Benefit) 43,577 (851,605) (45,715) (117,126) (454,423)
Provisions for Income Taxes
(Benefit) 15,565 (166,798) 2,000
___________ ___________ ___________ ___________ ___________
Net Income (Loss) $ 28,012 $ (684,807) $ (45,715) $ (115,126) $ (454,423)
=========== =========== =========== =========== ===========
RENET FINANCIAL CORPORATION
STATEMENTS OF STOCKHOLDER'S EQUITY
Common Stock Preferred Stock
________________________ ________________________
Issued and Issued and Retained
Outstanding Outstanding Earnings
Shares Amount Shares Amount Deficit Total
___________ ___________ ___________ ___________ ___________ ___________
Balance, June 30, 1992 9,268,999 $ 245,300 $ 289,784 $ 535,084
Proceeds from issuance of
preferred stock 104,383 $ 337,847 337,847
Proceeds from issuance of
common stock 204,000 8,667 8,667
Dividends paid on preferred stock (30,124) (30,124)
Net income 28,012 28,012
___________ ___________ ___________ ___________ ___________ ___________
Balance, June 30, 1993 9,472,999 253,967 104,383 337,847 287,672 879,486
Proceeds from issuance of
preferred stock 134,877 396,102 396,102
Preferred stock issued in lieu
of compensation 2,200 7,150 7,150
Proceeds form issuance of
common stock 47,000 23,000 23,000
Common stock issued in lieu
of compensation 158,000 63,200 63,200
Dividends paid on preferred stock (66,243) (66,243)
Net loss (684,807) (684,807)
___________ ___________ ___________ ___________ ___________ ___________
Balance, June 30, 1994 9,677,999 340,167 241,460 741,099 (463,378) 617,888
Proceeds from issuance of
common stock 51,731 21,400 21,400
Stock issued for purchase of
San Diego franchise 200,000 60,000 60,000
Dividends reinvested 107,907 43,162 43,162
Stock issued for notes payable 51,360 20,544 20,544
Proceeds from issuance of
preferred stock (562) 750 750
Dividends on preferred stock (93,448) (93,448)
Net loss (45,715) (45,715)
___________ ___________ ___________ ___________ ___________ ___________
Balance, June 30, 1995 10,088,997 485,273 240,898 741,849 (602,541) 624,581
Proceeds for issuance of
common stock 52,334 18,700 18,700
Stock issued in lieu of
compensation 96,000 28,800 28,800
Stock issued in lieu of interest 5,500 2,200 2,200
Net loss (454,423) (454,423)
___________ ___________ ___________ ___________ ___________ ___________
Balance, March 31 1996
(Unaudited) 10,242,831 $ 534,973 240,898 $ 741,849 $(1,056,964) $ 219,858
=========== =========== =========== =========== =========== ===========
RENET FINANCIAL CORPORATION
STATEMENT OF CASH FLOWS
For the Nine Months Ended
March 31,
_______________________
For the Year Ended June 30, 1995 1996
___________________________________
1993 1994 1995 (Unaudited) (Unaudited)
___________ ___________ ___________ ___________ ___________
Cash Flows From
Operating Activities
Net income (loss) $ 28,012 $ (684,807) $ (45,715) $ (115,111) $ (454,423)
Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities:
Depreciation & amortization 42,579 94,301 121,845 83,750 91,745
Deferred income taxes (81,410) (97,000)
Provision for bad debts 130,460 132,144
Stock issued in lieu of
compensation 70,350 28,800
Stock issued for interest 2,200
Loss on disposition of
office furniture &
equipment 9,647
Changes in assets &
liabilities
(Increase) Decrease in:
Receivables (159,440) (29,912) (443,477) (375,536) 35,559
Mortgage loans held for
sale, net of advances (83,401) (393,015) 13,000 (79,460)
Prepaid expenses (7,280) (8,436) 14,002 2,383 (16,368)
Other real estate owned (76,520) 76,250 76,250
Income tax refund claim
receivable (70,000) 70,000 70,000
Other assets (10,977) 20,306 11,198
Increase (Decrease) in:
Accounts payable &
accrued expenses 312,595 23,318 (861) 149,304 191,005
Other (3,712)
___________ ___________ ___________ ___________ ___________
Net Cash provided by
(Used in)
Operating Activities 182,115 (1,054,266) (174,650) (177,222) (111,835)
___________ ___________ ___________ ___________ ___________
Cash Flows from Investing
Activities
Purchase of office furniture
& equipment (54,944) (120,595) (13,414) (13,414) (395)
Payments received on
advances to affiliates 6,359
Purchase of certificate
of deposit (100,000)
___________ ___________ ___________ ___________ ___________
Net Cash Used in
Investing Activities (48,585) (120,595) (113,414) (13,414) (395)
___________ ___________ ___________ ___________ ___________
Cash Flows From
Financing Activities
Net borrowings on mortgage
warehouse credit facility 83,401 380,015
Proceeds from notes payable
to a bank 250,000 250,000
Note payable to an individual 22,000 9,137
Proceeds form MDC 191,000
Principal payments on capital
lease obligations (34,875) (46,103) (87,690) (61,738) (57,297)
Principal payments on debt (18,502)
Net proceeds from issuance of
common stock 8,667 23,000 85,106 21,400 18,700
Net proceeds from issuance
of preferred stock 298,847 396,102 750 7,250
Preferred Stock Redeemed (3,250)
Cash dividends paid (22,521) (66,243) (93,448) (19,256)
___________ ___________ ___________ ___________ ___________
Net Cash Provided by
(Used in)
Financing Activities 333,519 686,771 176,718 203,543 133,901
___________ ___________ ___________ ___________ ____________
Net Increase (Decrease) in Cash 467,049 (488,090) (111,346) 12,907 21,671
Cash & Cash Equivalents
Beginning of Period 161,491 628,540 140,450 140,450 29,104
___________ ___________ ___________ ___________ ___________
Cash & Cash Equivalents
End of Period $ 628,540 $ 140,450 $ 29,104 $ 153,357 $ 50,775
=========== =========== =========== =========== ===========
RENET FINANCIAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
June 30, 1993, 1994 and 1995
(Information for interim period ended March 31, 1996 is
unaudited)
Note 1 - Nature of Business and Significant Accounting
Policies
Nature of Business
Renet Financial Corporation (the Company) sells franchises for
full service loan brokerage operations to licensed real estate
brokers. The Company is also engaged in certain mortgage
banking activities, including originating, processing, funding
and selling mortgage loans to permanent investors.
The Company receives origination fees for securing real estate
mortgage loans for its customers and franchises. In addition,
if the Company funds the loan, it will receive funding fees
and may incur a gain or loss on the subsequent sale of the
loan.
The Company is qualified as a Title I and Title II
Nonsupervised Mortgagee (Direct Endorsement Lender) under the
regulations promulgated by the U.S. Department of Housing and
Urban Development (HUD). This qualification enables it to
originate, process, fund and broker applications for FHA
insured and guaranteed mortgage loans. This approval does not
extend to the Company's franchised offices. As a condition of
that qualification, the Company is required to conform to
certain HUD regulations and a $250,000 net worth requirement.
Additionally, the Company is qualified as a Veterans
Administration (VA) Automatic Lender and is approved under the
VA Lender Appraisal Processing Program (LAPP).
The Company also has a Consumer Finance Lender (CFL) license
from the California Department of Corporations.
Summary of Significant Accounting policies
Franchise Sales and Fees
Franchise sales and fees are recognized, net of an allowance
for uncollectible amounts, when substantially all significant
services to be provided to the franchisee have been performed.
Franchisees generally pay the entire franchise fee within one
to three years of the date of each franchise agreement. A
down payment is paid upon initiation, with the balance payable
in monthly installments, without interest. Certain
franchisees have arrangements whereby a portion of the
brokerage fees due to them are offset against their franchise
fee obligation to the Company. Franchise receivables, which
are expected to be realized over periods longer than one year,
are recorded at their discounted present value.
The Company has also sold one master regional franchise which
allows the master franchisee to, in turn, franchise mortgage
brokerage activities in their region. This master regional
franchise is recorded at the net present value of their
agreement repayment terms. In addition to the basic franchise
fee, the Company earns royalty and license fees which are
based upon each franchisee's brokerage revenues. Such fees
are recorded as income when the fee is earned. As discussed
in Note 5, this regional franchise was repurchased.
Mortgage Loans Held for Sale
Real estate mortgage loans held for sale are carried at the
lower of cost or market.
Other Real Estate Owned
Other real estate owned (OREO) represents properties acquired
through foreclosure or other proceedings. OREO is held for
sale and is recorded at the fairmarket value of the property
less estimated costs of deposit at the date it is acquired.
Property is evaluated regularly to ensure the recorded amount
is supported by its current fair value and valuation
allowances to reduce the carrying amount to fair value less
estimated costs to dispose are recorded as necessary.
Office Furniture and Equipment
Office Furniture and equipment are carried at cost.
Depreciation is computed using accelerated methods over the
estimated useful lives of the assets. Amortization expense on
assets acquired under capital leases is included with
depreciation on owned assets.
Loan Origination Fees
The Company recognizes loan origination fees and related costs
from loan broker activities when the loan is funded by the
lender. If the Company funds the loan, loan origination fees
and related costs are included as components of the carrying
value of the loans and are recognized as income when the
corresponding loan is sold. The Company also pays its
franchisees a fee for loans which are referred from the franchisee.
Income Taxes
Deferred income taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and
deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and
their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment. Reference should
also be made to Note 11 regarding a change in the method of
accounting for income taxes.
Goodwill
Goodwill, acquired in June, 1994, and August, 1994, is being
amortized over a period of ten years.
Cash and Cash Equivalents
The Company considers all highly-liquid debt instruments
purchased with an original maturity of thee months or less to
be cash equivalents.
Note 2- Franchise Fees Receivable
Franchise fees receivable consist of the following:
June 30, June 30, March 31,
1994 1995 1996
___________ ___________ ___________
Gross franchise fees receivable $ 656,951 $1,149,692 $1,126,842
Amount representing interest (75,786) (59,000) (59,000)
Allowance for doubtful accounts (155,000) (129,920) (129,920)
___________ ___________ ___________
426,165 960,772 937,922
Less: Current portion 146,281 379,493 356,643
___________ ___________ ___________
Long-term portion $ 279,884 $ 581,279 $ 581,279
=========== =========== ===========
Note 3 - Other Real Estate Owned
During the year ended June 30, 1994, the Company repossessed
real estate under the terms of a defaulted loan. Subsequent
to June 30, 1994, the Company sold the property for a gain.
Note 4 - Office Furniture and Equipment
Office furniture and equipment consists of the following:
June 30, June 30, March 31,
1994 1995 1996
___________ ___________ ___________
Office furniture and equipment,
including assets acquired under
capital leases $ 341,559 $ 350,811 $ 341,560
Computer hardware and software
including assets acquired under
capital leases 169,877 174,041 174,041
___________ ___________ ___________
511,436 524,852 515,601
Less: Accumulated depreciation,
amounts applicable to assets
acquired under capital leases 180,127 291,996 374,760
___________ ___________ ___________
$ 331,309 $ 232,856 $ 140,841
=========== =========== ===========
Note 5 - Acquisitions
In a prior year, the Company formed a regional franchise joint
venture (Renet South Orange County) with an unrelated company.
The regional franchise allowed the joint venture to franchise
mortgage brokerage activities in their region.
In June, 1994, the Company purchased the interest of its joint
venture partner. Prior to this purchase, the Company was
accounting for the joint venture under the equity method of
accounting and recognized $23,119 in income from this
investment. Subsequent to the purchase, no material revenues
or expenses were recorded. As a result of this purchase, the
joint venture was dissolved and all its assets and liabilities
were transferred to the Company. The excess of the
liabilities over the net value of the assets totaled $59,759
and will be amortized by the straight-line method over the
next five years. The following summarizes the significant
assets and liabilities assumed.
Franchise receivables $ 48,328
Equipment 23,527
____________
71,855
____________
Capital lease obligations 32,374
Royalty accruals and long-term debt due
Renet Financial Corporation 37,830
Other 13,410
Cost of acquisition 48,000
____________
131,614
Goodwill recorded $ 59,759
============
In August, 1994, the Company purchased the San Diego regional
franchise from an unrelated party. the Company purchased the
assets and assumed liabilities in exchange for 200,000 shares
of common stock of the Company and forgiveness of
approximately $65,000 in receivables due the Company from the
region. The transaction was accounted for as a purchase. The
Company also assumed several equipment and building leases in
connection with this agreement. The value of the stock issued
was $60,000 and was recorded as goodwill. The receivables
were charged to operations and the Company was able to
negotiate the settlement of the lease liabilities.
Note 6 - Mortgage Warehouse Credit Facility
The Company has two line-of-credit arrangements (mortgage
warehouse credit facilities) with two financial institutions
which are used to fund mortgage loan origination and are
secured by the respective mortgage loans which the facilities
have funded. Certain of the specific terms for each agreement
are as follows:
Facility A Facility B
______________________ _____________________
Borrowing base $3,000,000 $4,000,000
Advance limits 96% - 100% of loan funded 95%-98% of loan funded
Interest rate Prime plus 1.5% Prime plus .75% on first
mortgage loans and
1.25% on second lien
mortgages
Balance outstanding
at March 31, 1996 $2,097,702 $0
Additional collateral Deposit account maintained Deposit account maintained
at institution at a bank selected by the
institution
Maturity date April 11, 1996 November 4, 1995
(suspended March 22, 1996)
Guarantees None Unlimited officer/stockholder
guarantee
The Company is also required to meet certain net worth
requirements, reporting requirements and minimum funding
amounts. In addition, certain other fees are charged to
maintain the facility.
Note - 7 Notes Payable
Notes payable consisted of the following:
June 30, March 31,
1995 1996
____________ ____________
$150,000 Revolving line-of-credit with a bank,
secured by receivables and equipment,
guaranteed by shareholders, interest at prime
plus 2%, due monthly, matures April 1, 1996 $ 150,000 $ 150,000
$100,000 Revolving line-of-credit with a bank,
secured by $100,000 certificate of deposit,
guaranteed by shareholders, interest at 6.2%,
due monthly, matures April 1, 1996 $ 100,000 $ 100,000
____________ ____________
$ 250,000 $ 250,000
============ ============
Note 8 - Capital Lease Obligations
Obligations under capital leases at March 31, 1996, consist of
several capitalized leases with monthly installments varying
from $127 to $753 and implicit interest rates ranging from
5.5% to 17.8%. The leases have maturity dates extending
through April, 1998, and are secured by various equipment.
The following is a schedule of the future minimum lease
payments under the capital leases, together with the present
value of the net minimum lease payments as of March 31, 1996:
Year Ended June 30,
_____________________
1996 $ 5,860
1997 31,006
1998 11,389
___________
Total minimum lease payments 48,255
Less: Amount representing interest 6,342
____________
Present value of net minimum lease
payments 41,913
Less: Current maturities 10,088
____________
$ 31,825
Note 9 - Long-Term Debt
At June 30, 195 and 1994, long-term debt consists of the
following:
June 30, June 30, March 31,
1994 1995 1996
___________ ___________ ___________
First trust deed payable to bank on
Other Real Estate Owned $ 65,551
Payable due in connection with
purchase of joint venture interest.
Payments of approximately $978
due monthly, including interest
at 8.5%, through May, 1999 47,200 $ 38,992 $ 32,490
___________ ___________ ___________
112,751 38,992 32,490
Less: Current maturities 72,292 8,761 2,260
___________ ___________ ___________
$ 40,459 $ 30,231 $ 30,230
=========== =========== ===========
The aggregate maturities of long-term debt are as follows:
Year Ending June 30,
____________________
1996 $ 2,260
1997 9,537
1998 10,378
1999 10,315
___________
$ 32,490
===========
Note 10 - Commitments
Office Facilities
The Company leases office facilities under terms of various
noncancelable operating lease agreements. These agreements
expire at various dates through September, 1997. In addition,
the Company leases certain facilities on a month-to-month
basis.
Future minimum lease payments under noncancellable lease
agreements as of March 31, 1996, are as follows:
Year Ending June 30,
____________________
1996 $ 18,201
1997 60,037
1998 11,624
__________
$ 89,862
==========
Total rent expense under operating leases noted above for the
years ended June 30, 1993, 1994 and 1995, was $232,731,
$339,766 and $308,842, respectively. Rent expense for the
nine months ended March 31, 1996 was $92,293.
During the year ended June 30, 1995, the Company closed or
relocated several branch office facilities. As a result of
the closings and relocations, the Company has agreed to pay
approximately $36,000. This amount has been charged to
operations and accrued at June 30, 1995.
Franchise Agreements
During the years ended June 30, 1993, 1994 and 1995, and the
nine months ended March 31, 1996, the Company sold 47
franchises, 58 franchises, 74 franchises and 2 franchises,
respectively, to various unrelated brokers. The total
franchises sold since inception has increased to 294, of which
approximately 194 are currently operating and transacting
business with the Company.
The franchise agreements require the Company, for an initial
term of seven years, to provide certain services. These
services are principally in the nature of training and
consulting activities that are designed to improve the
efficiency of each franchised operation.
Note 11 - Capital Stock
The authorized capital stock of the Company consists of common
and preferred stock. Authorized shares of stock at June 30,
1995, were 20,000,000 shares of common stock and 500,000
shares of preferred stock. There are 10,242,831 common shares
outstanding and 240,898 preferred share outstanding at March
1, 1996.
In October, 1992, the Company offered to sell 320,000 shares
of convertible preferred stock at $3.25 per share. The
preferred stock pays quarterly dividends at the rate of 12%
per annum and is nonvoting. Each share of preferred stock is
convertible into five shares of common stock at any time on or
before the second annual anniversary date from the date of its
original issuance. The preferred stock was recorded at the
amount received, less commissions and offering cost.
Note 12 - Accounting Change and Income Tax Matters
Effective July 1, 1993, the Company adopted Financial
Accounting Standards Board (FASB) Statement No. 109,
"Accounting for Income Taxes". The adoption of Statement 109
changes the Company's method of accounting for income taxes
from the deferred method to a liability method. Under the
deferred method, the Company deferred the past tax effects of
timing differences between financial reporting and taxable
income. As explained in Note 1, the liability method requires
the recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary differences
between the reported amounts of assets and liabilities and
their tax bases. There was no material effect on the 1994
financial statements from the adoption of this Statement.
The components of the income tax provision for the years ended
June 30, 1993, 1994 and 1995, and the six-month period ended
March 31, 1996, are as follows (1993 was computed under APB
11):
June 30, March 31,
_____________________________________
1993 1994 1995 1996
___________ ___________ ___________ ___________
Current:
Federal $ 75,975 $ (70,598) - -
State 21,000 800 - -
___________ ___________ ___________ ___________
96,975 (69,798) - -
Deferred (81,410) (97,000) - -
___________ ___________ ___________ ___________
$ 15,565 $ (166,798) - -
=========== =========== =========== ===========
The benefit for income taxes at June 30, 1995 and 1994,
differs from the amount expected using the statutory rates due
to increases in the valuation allowance. As of June 30, 1995,
the Company has net operating loss (NOL) carryovers of
$1,164,000 available to offset future federal taxable income,
expiring in 2010, and $1,128,000 available to offset future
state taxable income, expiring in 1999.
Significant components of the Company's net deferred tax
assets and liabilities as of June 30, 1995 and 1994, are as
follows:
June 30, June 30, March 31,
1994 1995 1996
___________ ___________ ___________
Deferred tax assets (liabilities)
NOL carryforwards $ 170,800 $ 396,000 $ 430,000
Equipment (3,300) (3,300) (3,300)
Accrual to cash conversion (33,000) (161,000) (105,000)
___________ ___________ ___________
134,500 231,700 321,700
Valuation allowance (134,500) (231,700) (321,700)
$ - $ - $ -
=========== =========== ===========
Note 13 - Financial Instruments With Off-Balance Sheet Risk
Escrow Trust Fund Accounts
The Company held escrow trust funds of $1,084, $49,859 and
$88,831 at March 31, 1996 and June 30, 1995 and 1994,
respectively, which cannot be used as general operating funds
of the Company. These funds and their reciprocal liability
accounts are not reflected in the accompanying balance sheet.
Mortgage Banking Activities
The Company enters into financial instruments with off-balance
sheet risk in the normal course of business through
origination and selling of mortgage loans. These financial
instruments include commitments to extend credit (referred to
as a mortgage loan pipeline) and best-effort forward
commitments. These instruments involve, to varying degrees,
elements of credit and interest rate risk. Credit risks
managed by the Company by entering into agreements with
permanent investors meeting the credit standards of the
Company. There is no risk to the Company under a best-effort
delivery commitment.
Until a rate commitment is extended by the Company to a
mortgage broker/borrower, there is no market interest rate
risk to the Company. Fixed-rate commitments are partially
hedged by the Company by entering into mandatory and best-
effort forward commitments to sell whole loans to investors.
At March 31, 1996, the Company had best-effort commitments for
all of its loans in process
The Company has issued various representations and warranties
associated with the sale of mortgage loans. These
representation and warranties may require the Company to
repurchase loans with underwriting deficiencies as defined per
the applicable sales agreements. The Company experience no
material losses during the years ended June 30, 1995, 1994 and
1993, regarding these representations and warranties.
Note 14 - Disclosures About Fair Value of Financial
Instruments
In December, 1991, the FASB issued Statement No. 107,
"Disclosures About Fair Value of Financial Instruments".
Statement No. 107 requires disclosure of fair value
information about financial instruments, whether or not
recognized in the balance sheet, for which it is practicable
to estimate that value. The disclosures include the methods
and assumptions used to estimate the fair value if quoted
market prices are not used. Statement No. 107 will first be
required for the Company's year that ends June 30, 1996;
however, earlier adoption is permitted.
Note 15 - Disclosures of Cash Flow Information
For the
Nine Months
Ended
For the Year Ended June 30, March 31,
___________________________________
1993 1994 1995 1996
___________ ___________ ___________ ___________
Supplemental disclosures of
cash flow information
Cash payments for:
Interest $ 10,752 $ 126,649 $ 48,911 $ 157,142
=========== =========== =========== ===========
Income Taxes $ 11,888 $ 87,892 $ - $ -
=========== =========== =========== ===========
Supplemental schedule of
noncash financing activities,
capital lease obligations
incurred for use of equipment $ 66,129 $ 129,101 $ - $ -
=========== =========== =========== ===========
Supplemental schedule of
noncash operating activities,
first trust deed assumed in
acquisition of real estate
owned $ - $ 65,551
=========== ===========
Acquisition of Renet - South
Orange County Region through
issuance of long-term
debt (Note 5) $ - $ 48,000
=========== ===========
Note 16 - Subsequent Event
On May 28, 1996 Renet Financial Corporation received notice
from the Department of Housing and Urban Development that
their authority to lend through HUD/FHA loan programs has been
revoked for a period of three years due to violations of HUD
regulations. In addition, HUD has proposed to see $50,000 in
civil penalties. The company has 30 days in which to seek a
hearing to review these findings and will do so in an effort
to have there penalties reduced.
FHA loans account for about 20% of the company's business.
This only affects the company's retail operations.
Franchisees of Renet will be unaffected, because they have not
been allowed to participate in FHA loans by regulation.
This information was disclosed to the SEC, June 7, 1996, on
Form 8-K.
MARKET DATA CORPORATION
AND RENET FINANCIAL CORPORATION
PRO FORMA COMBINED FINANCIAL STATEMENTS
The accompanying pro forma combined balance sheet presents the
financial position of Market Data Corp. (the Company) assuming
the acquisition of Renet Financial Corporation (Renet) had
occurred on March 31, 1996. The accompanying pro forma
combine statements of operations present the results of
operations of the Company for the years ended June 30, 1995,
1994 and 1993, and the nine months ended March 31, 1996,
assuming that the acquisition of Renet had occurred at the
beginning of the respective periods. As a result of the
acquisition, the Company will be changing its fiscal year end
from March 31 to June 30 to coincide with Renet's fiscal year
end.
The pro forma financial statements are not necessarily
indicative of the results that actually would have occurred
had the acquisition of Renet by the Company been consummated
at the indicated dates, nor are they necessarily indicative of
future operation of the Company and Renet on a combined basis.
The acquisition will be accounted for as a pooling in
accordance with generally accepted accounting principles.
Accordingly, the results of operations of the acquired
business from July 1, 1995, will be included in the Company's
results of operation for the year ended June 30, 1996.
MARKET DATA CORP
AND RENET FINANCIAL CORPORATION
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
March 31, 1996
Historical Pro Forma Pro Forma
________________________
Renet Market Data Adjustment Combined
___________ ___________ ___________ ___________
ASSETS
Current Assets
Cash and cash equivalents $ 50,775 $ 49,536 $ 100,311
Certificate of Deposit 100,000 100,000
Franchise fees receivable 356,643 356,643
Other receivables and
advances 54,600 63,218 117,818
Mortgage loans held for sale 2,097,702 2,097,702
Prepaid expenses 51,836 3,764 55,600
Inventory 5,152 5,152
Receivable from InfoPlan 42,569 42,569
Due from Subsidiary 191,000 (191,000)
___________ ___________ ___________ ___________
Total Current Assets 2,711,556 355,239 (191,000) 2,875,795
___________ ___________ ___________ ___________
Long-Term Franchise Fees
Receivable 581,279 581,279
Office Furniture and Equipment,
Net 140,841 11,943 152,784
Other Assets
Goodwill, net 100,799 100,799
Deposits 3,678 1,500 5,178
Officer receivables 54,861 54,861
Investment in equity securities 24,000 24,000
Note receivable from InfoPlan 168,826 168,826
___________ ___________ ___________ ___________
104,477 249,187 353,664
___________ ___________ ___________ ___________
$3,538,153 $ 616,369 $ (191,000) $3,963,522
=========== =========== =========== ===========
MARKET DATA CORP.
AND RENET FINANCIAL CORPORATION
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
March 31, 1996
Historical Pro Forma Pro Forma
________________________
Renet Market Data Adjustment Combined
___________ ___________ ___________ ___________
LIABILITIES
Current Liabilities
Mortgage warehouse credit
facility $2,097,702 $2,097,702
Current maturities of
lease obligations 10,088 10,088
Current maturities of
long-term debt 2,260 2,260
Accounts payable and accrued
expenses 695,190 46,724 741,914
Notes payable to bank 250,000 250,000
Unearned revenue 13,750 13,750
___________ ___________ ___________ ___________
Total Current Liabilities 3,055,240 60,474 3,115,714
___________ ___________ ___________ ___________
Long-Term Liabilities
Capital lease obligations,
less current maturities 31,828 31,825
Long-term debt, less
current maturities 40,230 40,230
Due to Parent-MDC 191,000 (191,000)
___________ ___________ ___________ ___________
263,055 (191,000) 72,055
___________ ___________ ___________ ___________
STOCKHOLDER'S EQUITY
Common Stock, $.001 par value 5,589 11,167 16,756
Common Stock, no par value 534,973 (534,973)
Preferred Stock 741,849 (741,849)
Additional Paid-in Capital 309,811 1,265,655 1,575,466
Retained Earnings (Deficit) (1,056,964) 240,495 (816,469)
___________ ___________ ___________ ___________
219,858 555,895 775,753
___________ ___________ ___________ ___________
$3,538,153 $ 616,369 $ (191,000) $3,963,522
=========== =========== =========== ===========
MARKET DATA CORP.
AND RENET FINANCIAL CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
Historical Pro Forma
________________________
Renet Market Data Combined
Nine Months Nine Months Nine Months
Ended Ended Ended
March 31, March 31, Pro Forma March 31,
1996 1996 Adjustment 1996
___________ ___________ ___________ ___________
Revenues $2,229,616 $ 320,016 $2,549,632
Operating Expenses
Commissions and loan
processing costs 1,236,300 1,236,300
Salaries and related benefits 848,933 195,320 1,044,253
Marketing 33,042 33,042
Operating costs 40,314 40,314
Merger expenses 9,451 53,203 62,654
Other general and
administrative 563,184 82,354 645,538
___________ ___________ ___________ ___________
2,690,910 371,191 3,062,101
___________ ___________ ___________ ___________
Operating Loss (461,294) (51,175) (512,469)
___________ ___________ ___________ ___________
Other Income (Expense)
Interest income 157,049 244 157,293
Interest expense (157,142) (157,142)
Other 6,964 6,964
___________ ___________ ___________ ___________
6,871 244 7,115
___________ ___________ ___________ ___________
Net Loss $ (454,423) $ (50,931) $ (505,354)
=========== =========== =========== ===========
Net Loss Per Common Share $ (.03)
===========
Weighted Average Common
Shares Outstanding 16,756,000
===========
MARKET DATA CORP.
AND RENET FINANCIAL CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
Historical
________________________
Renet Market Data Pro Forma
Year Year Combined
Ended Ended Year Ended
June 30, March 31, Pro Forma June 30,
1995 1995 Adjustment 1995
___________ ___________ ___________ ___________
Revenues $5,537,867 $ 635,015 $6,172,882
Operating Expenses
Commissions and loan
processing costs 3,255,108 3,255,108
Salaries and related benefits 1,461,740 1,461,740
Marketing 122,234 122,234
Operating costs 357,911 357,911
Other general and
administrative 778,074 331,651 1,109,725
___________ ___________ ___________ ___________
5,617,156 689,562 6,306,718
___________ ___________ ___________ ___________
Operating Loss (79,289) (54,547) (133,836)
___________ ___________ ___________ ___________
Other Income (Expense)
Interest income 82,485 82,485
Interest expense (48,911) (48,911)
___________ ___________ ___________ ___________
33,574 33,574
___________ ___________ ___________ ___________
Loss Before Provision for
Income Taxes (45,715) (54,547) (100,262)
Provision for Income Taxes
(Benefit) (18,385) (18,385)
___________ ___________ ___________ ___________
Net Loss $ (45,715) $ (36,162) $ (81,877)
=========== =========== =========== ===========
Net Loss Per Common Share $ (.01) $ (.01)
=========== ===========
Weighted Average Common
Shares Outstanding 9,883,498 5,562,917
=========== ===========
MARKET DATA CORP.
AND RENET FINANCIAL CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
Historical Pro Forma
________________________
Renet Market Data Combined
Year Ended Year Ended Year Ended
June 30, March 31, Pro Forma June 30,
1994 1994 Adjustment 1994
____________ ____________ ____________ ____________
Revenues $ 9,625,009 $ 973,949 $10,598,958
Operating Expenses
Commissions and loan
processing costs 5,933,798 5,933,798
Salaries and related benefits 2,890,514 2,890,514
Marketing 606,759 606,759
Operating Costs 502,803 502,803
Other general and
administrative 1,037,649 325,727 1,363,376
____________ ____________ ____________ ____________
10,468,720 828,530 11,297,250
____________ ____________ ____________ ____________
Operating Income (Loss) (843,711) 145,419 (698,292)
Other Income (Expense)
Interest income 118,755 240 118,995
Interest expense (126,649) (126,649)
Other 366,099 366,099
____________ ____________ ____________ ____________
(7,894) 366,399 358,445
____________ ____________ ____________ ____________
Income (Loss) Before
Provision for Income Taxes (851,605) 511,758 (339,847)
Provision for Income Taxes
(Benefit) (166,798) 168,000 1,202
____________ ____________ ____________ ____________
Net Income (Loss) $ (684,807) $ 343,758 $ (341,049)
============ ============ ============ ============
Net Income (Loss) per Common
Share $ (.08) $ .06
============ ============
Weighted Average Common
Shares Outstanding 9,575,499 5,458,333
============ ============
MARKET DATA CORP.
AND RENET FINANCIAL CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
Historical Pro Forma
_________________________
Renet Market Data Combined
Year Ended Year Ended Year Ended
June 30, March 31, Pro Forma June 30,
1993 1993 Adjustment 1993
___________ ___________ ____________ ____________
Revenues $7,029,963 $1,018,815 $ $8,048,778
Operating Expenses
Commissions and loan
processing costs 4,335,967 4,335,967
Salaries and related benefits 1,675,920 1,675,920
Marketing 382,456 382,456
Operating costs 754,146 754,146
Other general and administrative 589,813 283,373 873,186
___________ ___________ ___________ ___________
6,984,156 1,037,519 8,021,675
___________ ___________ ___________ ___________
Operating Income (Loss) 45,807 (18,704) 27,103
___________ ___________ ___________ ___________
Other Income (Expense)
Interest income 16,824 1,310 18,134
Interest expense (10,752) (10,752)
Other (8,302) (8,302)
___________ ___________ ___________ ___________
Income (Loss) Before (2,230) 1,310 (920)
___________ ___________ ___________ ___________
Provision for Income Taxes 43,577 (17,394) 26,183
Provision for Income Taxes 15,565 15,565
___________ ___________ ___________ ___________
Net Income (Loss) $ 28,012 $ (17,394) $ $ 10,618
=========== =========== =========== ===========
Net (Loss) per
Common Share $ (.00) $ (.00)
=========== ===========
Weighted Average Common
Shares Outstanding 9,370,999 5,120,000
=========== ===========
MARKET DATA CORP.
AND RENET FINANCIAL CORPORATION
NOTE TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The pro forma Combined Balance Sheets and Statements of Operations were
derived from the historical balance sheets and statements of operations of
the Company and Renet.
The pro forma adjustment to the balance sheet reflects the exchange of
11,267,297 shares of common stock of the Company for all the outstanding
common and preferred shares of Renet.
As a result of the acquisition of Renet, the Company will be changing
its fiscal year end from March 31 to June 30 to coincide with Renet's
fiscal year end.
The following is a summary of the operations of Market Data Corp.
for the three months ended June 30, 1995:
Revenue $ 118,307
Operating Expenses:
Operating cost 48,745
Other general and administrative 69,294
___________
$ 268
===========
ITEM 8. CHANGE IN FISCAL YEAR
As a result of the merger with Renet, the Board of Directors on March
5, 1996, determined it necessary to change Company's fiscal year end
from March 31 to June 30. The new fiscal year end will coincide with
Renet's fiscal year end and provide better financial reporting. The
Form 10-Q for the quarter ending March 31, 1996, will cover the
transition period.
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 hereunto duly authorized.
MARKET DATA CORP.
(Registrant)
6/13/96 Steven C. Naremore
(Signature)
6/13/96 Janice S. Whalen
(Signature)