SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 28, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to______
Commission file number 0-20686
UNIROYAL TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 65-0341868
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2 N. Tamiami Trail, Suite 900
Sarasota, FL 34236
(Address of principal executive offices) (Zip Code)
(941) 361-2100
(Registrant's telephone number, including area code)
Not applicable (Former name, former address and former fiscal year, if changed 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 Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X . No .
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
Total number of shares of outstanding stock as of January 30, 1998
Common stock 13,140,811
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
UNIROYAL TECHNOLOGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
ASSETS
December 28, September 28,
1997 1997
------------ -------------
Current assets:
Cash and cash equivalents $ 19 $ 244
Trade accounts receivable (less estimated reserve for
doubtful accounts of $268 and $257, respectively) 25,300 28,784
Inventories (Note 2) 37,419 34,528
Prepaid expenses and other current assets 799 1,192
Deferred income taxes 6,944 6,944
----------- ------------
Total current assets 70,481 71,692
Property, plant and equipment - net 67,467 68,314
Property, plant and equipment held for sale 9,374 9,346
Note receivable 5,000 5,000
Goodwill - net 7,233 7,350
Reorganization value in excess of amounts allocable
to identifiable assets - net 7,346 7,534
Deferred income taxes 348 1,402
Other assets (Note 3) 13,068 10,853
----------- ------------
TOTAL ASSETS $ 180,317 $ 181,491
=========== ============
UNIROYAL TECHNOLOGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
(In thousands, except share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
December 28, September 28,
1997 1997
------------ -------------
Current liabilities:
Current portion of long-term debt $ 1,258 $ 1,277
Trade accounts payable 16,528 15,551
Accrued expenses:
Compensation and benefits 9,371 10,573
Interest 1,096 3,019
Taxes, other than income 1,454 1,666
State income taxes 393 402
Other 5,800 5,846
----------- ------------
Total current liabilities 35,900 38,334
Long-term debt 90,590 88,370
Other liabilities 14,602 14,755
----------- ------------
Total liabilities 141,092 141,459
----------- ------------
Commitments and contingencies (Note 6)
Stockholders' equity (Note 5):
Preferred stock:
Series C - 0 shares issued and outstanding; par value $0.01;
450 shares authorized - -
Common stock:
13,712,275 and 13,707,360 shares issued or to be issued,
respectively; par value $0.01; 35,000,000 shares authorized 138 138
Additional paid-in capital 54,054 54,037
Deficit (12,659) (14,022)
----------- ------------
41,533 40,153
Less treasury stock at cost - 585,843 and 85,843 shares, respectively (2,308) (121)
----------- ------------
Total stockholders' equity 39,225 40,032
----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 180,317 $ 181,491
=========== ============
See notes to condensed consolidated financial statements.
UNIROYAL TECHNOLOGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
Three Months Ended
----------------------------------
December 28, December 29,
1997 1996
------------ ------------
Net sales $ 51,182 $ 46,027
Costs and expenses:
Costs of goods sold 36,901 36,447
Selling and administrative 7,014 6,614
Amortization of reorganization value in excess of
amounts allocable to identifiable assets 188 188
Depreciation and other amortization 2,143 2,038
----------- -----------
Income before interest and income taxes 4,936 740
Interest expense - net (2,545) (2,200)
----------- -----------
Income (loss) before income taxes 2,391 (1,460)
Income tax (expense) benefit (Note 4) (1,028) 481
----------- -----------
Net income (loss) $ 1,363 $ (979)
=========== ===========
Net income (loss) per common share (Note 7) $ 0.10 $ (0.07)
=========== ===========
Net income (loss) per common share - assuming
dilution (Note 7) $ 0.10 $ (0.07)
=========== ===========
See notes to condensed consolidated financial statements.
UNIROYAL TECHNOLOGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended
------------------------------------
December 28, December 29,
1997 1996
------------ ------------
OPERATING ACTIVITIES:
Net income (loss) $ 1,363 $ (979)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 2,143 2,038
Deferred tax provision (benefit) 1,054 (497)
Amortization of reorganization value in excess of
amounts allocable to identifiable assets 188 188
Amortization of Senior Secured Notes discount 31 27
Amortization of refinancing and debt issuance costs 115 101
Other 69 49
Changes in assets and liabilities:
Decrease in trade accounts receivable 3,468 1,491
Increase in inventories (2,891) (4,408)
Increase in prepaid expenses and
other assets (2,024) (207)
Increase (decrease) in trade accounts payable 977 (1,086)
Decrease in accrued expenses (3,392) (3,951)
Decrease in other liabilities (153) (119)
------------ ------------
Net cash provided by (used in) operating activities 948 (7,353)
------------ ------------
INVESTING ACTIVITIES - Purchases of property, plant and
equipment (1,173) (2,691)
------------ ------------
FINANCING ACTIVITIES (Note 8) :
Decrease in term loans (189) (177)
Increase in revolving loan balance 2,359 10,887
Redemption of Series B Preferred Stock - (2,250)
Purchase of treasury stock (2,187) -
Stock options exercised 17 -
------------ ------------
Net cash provided by financing activities - 8,460
------------ ------------
Net decrease in cash (225) (1,584)
Cash and cash equivalents at beginning of period 244 2,023
------------ ------------
Cash and cash equivalents at end of period $ 19 $ 439
============ ============
See notes to condensed consolidated financial statements.
UNIROYAL TECHNOLOGY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the Three Months Ended
December 28, 1997 and December 29, 1996
1. BASIS OF PRESENTATION
The interim Condensed Consolidated Financial Statements of Uniroyal
Technology Corporation and its wholly owned subsidiaries ULC Corp. and
Uniroyal Optoelectronics, Inc. (the "Company") are unaudited and should
be read in conjunction with the Company's audited financial statements
and notes thereto for the fiscal years ended September 28, 1997,
September 29, 1996 and October 1, 1995. The Company's fiscal year ends
on the Sunday following the last Friday in September.
Certain reclassifications were made to the prior year financial
statements to conform to current period presentations. In the opinion
of the Company, all adjustments necessary for a fair presentation of
such Condensed Consolidated Financial Statements have been included.
Such adjustments consist only of normal recurring items. Interim
results are not necessarily indicative of results for a full year. The
interim Condensed Consolidated Financial Statements and notes thereto
are presented as permitted by the Securities and Exchange Commission
and do not contain certain information included in the Company's annual
Financial Statements and notes thereto.
2. INVENTORIES
December 28, September 28,
1997 1997
------------ -------------
Raw materials, work in process
and supplies $ 22,170 $ 21,851
Finished goods 15,249 12,677
------------ -------------
Total $ 37,419 $ 34,528
============ =============
3. TRANSACTION WITH EMCORE CORPORATION
As of September 29, 1997, the Company entered into a technology
agreement with Emcore Corporation ("Emcore") to acquire certain
technology for the manufacture of epitaxial wafers used in high
brightness light emitting diodes (LEDs) for lamps and display devices
for license fees aggregating up to approximately $5 million during
Fiscal 1998. Included in other assets at December 28, 1997 are license
fees of $2,500,000 paid to Emcore during the first quarter of Fiscal
1998. Uniroyal Optoelectronics, Inc., a wholly owned subsidiary of the
Company, plans to enter into a joint venture with Emcore, which will be
managed by Uniroyal Optoelectronics, Inc., whereby the joint venture
will purchase machines from Emcore to sell and eventually manufacture
epitaxial wafers, lamps and display devices. Thomas J. Russell, the
Chairman of the Board of Directors of Emcore, is a director and major
stockholder of the Company, and Howard R. Curd, the Chairman of the
Board of Directors and Chief Executive Officer of the Company, is a
director of Emcore.
4. INCOME TAXES
The income tax (expense) benefit for the three months ended December
28, 1997 and December 29, 1996 were calculated through the use of the
estimated income tax rates based on annualized income.
5. STOCKHOLDERS' EQUITY
On November 13, 1997, the Company repurchased 500,000 shares of its
common stock for $2,187,500 in connection with the sale by the Pension
Benefit Guaranty Corporation ("PBGC") of all of its holdings of the
Company's common stock.
6. COMMITMENTS AND CONTINGENCIES
Bankruptcy Proceedings
Notwithstanding the confirmation and effectiveness of the Plan of
Reorganization (the "Plan") of the Company's predecessors (the
"Predecessor Companies"), the United States Bankruptcy Court for the
Northern District of Indiana, South Bend Division (the "Bankruptcy
Court") continues to have jurisdiction to, among other things, resolve
disputed pre-petition claims and to resolve other matters that may
arise in connection with or relate to the Predecessor Companies' Plan.
The Company has resolved, through negotiation or through dismissal by
the Bankruptcy Court, approximately $38,000,000 in disputed claims.
Approximately 9,666,000 shares have been issued to the holders of
unsecured claims against the Predecessor Companies in settlement of the
allowed unsecured claims against the estates of the Predecessor
Companies and to the Company's ESOP. The Company retained approximately
86,000 shares of common stock which are included in treasury stock. The
remaining approximately 334,000 shares of the original 10,000,000
shares allocated for disposition of the bankruptcy claims are being
held pending resolution of certain claims.
Litigation
The Company is engaged in litigation arising from the ordinary course
of business. Management believes the ultimate outcome of such
litigation will not have a material adverse effect upon the Company's
results of operations, cash flows or financial position.
Environmental Factors
The Company is subject to a wide range of federal, state and local laws
and regulations designed to protect the environment and worker health
and safety. The Company's management emphasizes compliance with these
laws and regulations. The Company has instituted programs to provide
guidance and training and to audit compliance with environmental laws
and regulations at Company owned or leased facilities. The Company's
policy is to accrue environmental and cleanup-related costs of a
non-capital nature when it is probable both that a liability has been
incurred and that the amount can be reasonably estimated.
Claims arising from real property owned by the Company are not affected
by a settlement agreement entered into in connection with the
Predecessor Companies' Plan with the United States Environmental
Protection Agency, the United States Department of the Interior, and
the States of Wisconsin and Indiana. In connection with the acquisition
of a manufacturing facility in South Bend, Indiana, the Company assumed
costs of remediation of soil and ground water contamination which the
Company estimates will cost not more than $1,000,000 over a
five-to-seven year period. The Company has placed $1,000,000 in an
escrow account to be used for such remediation in accordance with the
terms of the purchase agreement. As of December 28, 1997, the Company
had incurred approximately $406,000 of related remediation costs.
Based on information available as of December 28, 1997, the Company
believes that the costs of known environmental matters either have been
adequately provided for or are unlikely to have a material adverse
effect on the Company's operations, cash flows or financial position.
7. INCOME (LOSS) PER COMMON SHARE
The Financial Accounting Standards Board ("FASB") has issued Statement
of Financial Accounting Standards ("SFAS") No. 128, Earnings Per Share,
which is required to be adopted for financial statement periods ending
after December 15, 1997. SFAS No. 128 requires that the primary and
fully diluted earnings per share be replaced by "basic" and "diluted"
earnings per share, respectively. The basic calculation computes
earnings per share based only on the weighted average number of shares
outstanding as compared to primary earnings per share which included
common stock equivalents. The diluted earnings per share calculation is
computed similarly to fully diluted earnings per share. The Company has
adopted SFAS No. 128 for the three months ended December 28, 1997 and
December 29, 1996. The reconciliation of the numerators and
denominators of the basic and diluted earnings per share computation is
as follows:
Three Months Ended
December 28, 1997
--------------------------------------------------------------
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Net Income $1,363,000
Basic EPS
---------
Income available to
common stockholders $1,363,000 13,378,186 $ 0.10
========
Effect of Dilutive Securities
-----------------------------
Stock options 725,993
Warrants 119,860
----------
Diluted EPS
-----------
Income available to
common stockholders $1,363,000 14,224,039 $ 0.10
========== ========== ========
For the three months ended December 29, 1996, the weighted average
number of common shares outstanding for the calculation of basic and
diluted earnings per share was 13,228,613. Inclusion of stock options,
warrants and the preferred stock conversion (then outstanding) in the
diluted earnings per share calculation would have been antidilutive.
8. STATEMENTS OF CASH FLOWS
Supplemental disclosures of cash flow information are as follows:
Payments for income taxes and interest expense were (in thousands):
Three Months Ended
---------------------------------------
December 28, 1997 December 29, 1996
----------------- -----------------
Income tax payments $ 81 $ 30
Interest payments 4,480 4,338
Net cash used in financing activities for the three months ended
December 29, 1996 does not include dividends declared on the Series B
Preferred Stock since they were paid with the issuance of 32,796 shares
of the Company's common stock. No dividends were paid during the three
months ended December 28, 1997.
9. AGREEMENT TO SELL CERTAIN ASSETS OF THE AUTOMOTIVE
DIVISION OF THE COATED FABRICS SEGMENT
On October 17, 1997, the Company agreed to sell certain assets of the
Port Clinton, Ohio operation of the Coated Fabrics Segment to Canadian
General-Tower, Limited ("CGT") for $5,325,000 plus the value of
purchased inventories and plus or minus adjustments contingent upon the
transfer of certain automotive programs to CGT as defined in the
agreement. The Company currently anticipates receiving $4,270,000 in
June of 1998 upon obtaining certain customer approvals and resulting
transfer to CGT of purchased assets that relate to the Company's door
panel programs. The Company currently anticipates receiving $1,055,000
in December of 1998 upon obtaining certain customer approvals and
resulting transfer to CGT of purchased assets that relate to the
Company's instrument panel programs, although there can be no
assurances that the required approvals will be obtained.
Management believes that the write-down of long-lived assets, the
curtailment loss and other reserves recorded during Fiscal 1996 and
Fiscal 1997 relating to this agreement for sale remain appropriate at
December 28, 1997. Other than potential contingent payments that the
Company may receive, Management believes that the Company will not have
any further significant gain or loss upon the ultimate completion of
the sale.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First Quarter Fiscal 1998 Compared with
the First Quarter Fiscal 1997
Net Sales. The Company's net sales increased in the first quarter of Fiscal 1998
by approximately 11% to $51,182,000 from $46,027,000 in the first quarter of
Fiscal 1997. The increase is attributable to increased unit volume and selling
prices at the Company's High Performance Plastics and Coated Fabrics Segments.
Net sales by the High Performance Plastics Segment increased approximately 15%
in the first quarter of Fiscal 1998 to $29,197,000 from $25,304,000 in the first
quarter of Fiscal 1997. The increase was attributable to unit volume increases
in most major high margin product categories at both the Royalite(R)
thermoplastics division and the Polycast(R) cell cast acrylic division. Sales
also increased due to the incremental sales resulting from the acquisitions of
the Townsend Plastics Division of Townsend Industries, Inc. ("Townsend") and the
Lucite(R) Super Abrasion Resistant ("S-A-R") acrylic coating business of the
Lucite(R) Acrylic Division of ICI Acrylics, Inc. late in Fiscal 1997.
Net sales by the Coated Fabrics Segment increased in the first quarter of Fiscal
1998 approximately 15% to $17,135,000 from $14,838,000 in the first quarter of
Fiscal 1997. The increase was principally due to increased selling prices and
unit volume of the segment's transplant automotive operations as well as the
segment's Naugahyde(R) vinyl coated fabrics.
Net sales by the Specialty Adhesives Segment decreased in the first quarter of
Fiscal 1998 by approximately 18% to $4,850,000 from $5,885,000 in the first
quarter of Fiscal 1997. This decrease is attributable to increased net sales of
the Company's adhesives and sealants products in the first quarter of Fiscal
1997 in anticipation of the Company's move of the Specialty Adhesives Segment,
as well as certain other Company operations, to its South Bend, Indiana facility
during the second quarter of Fiscal 1997.
Income Before Interest And Income Taxes. Income before interest and income taxes
for the first quarter of Fiscal 1998 was $4,936,000, compared to $740,000 for
the first quarter of Fiscal 1997. The increase in income before interest and
taxes was primarily due to the overall increase in net sales of higher margin
products, earnings from companies acquired late in Fiscal 1997 and lower
operational costs.
The High Performance Plastics Segment's income before interest and income taxes
for the first quarter of Fiscal 1998 increased to $3,762,000 from $2,249,000 in
the first quarter of Fiscal 1997. The increase was due to increased net sales of
higher margin products as well as earnings from the Townsend and Lucite(R) S-A-R
acrylic coating acquisitions.
The Coated Fabrics Segment's income before interest and income taxes in the
first quarter of Fiscal 1998 was $2,076,000 versus a loss of $944,000 in the
first quarter of Fiscal 1997 primarily due to the overall increase in net sales,
lower manufacturing costs for the segment's automotive operations due to the
pending sale of the business to CGT and the reversal of certain rebate accruals
applicable to such business. Also, increased production costs were incurred in
the first quarter of Fiscal 1997 as a result of a raw materials supplier's
decision to exit its business. As a result, the segment incurred additional
costs in the first quarter of Fiscal 1997 to qualify its products using
comparable raw materials available from other supply sources.
The Specialty Adhesives Segment's loss before interest and income taxes in the
first quarter of Fiscal 1998 was $169,000 compared to income before interest and
income taxes of $886,000 in the first quarter of Fiscal 1997. The decrease in
earnings was primarily due to the decrease in sales volume in the first quarter
of Fiscal 1998 compared to the first quarter of Fiscal 1997. Also contributing
to the income before interest and income taxes in the first quarter of Fiscal
1997 was the reduction of reserves established in connection with the Ensolite
sale (which occurred in June of 1996) as well as the reduction in reserves
established to clean up the Mishawaka, Indiana manufacturing facility and move
to the Company's South Bend, Indiana manufacturing facility based on the
refinement of management's estimates of such costs.
Approximately $545,000 of other expenses incurred in the first quarter of Fiscal
1998 compared to $1,263,000 in the first quarter of Fiscal 1997 were not
allocated to any segment of the Company's business. In Fiscal 1998 the Company
changed its allocation method for corporate costs. Fiscal 1997 amounts have been
reclassified for comparability with Fiscal 1998.
Amortization of reorganization value in excess of amounts allocable to
identifiable assets was $188,000 in the first quarter of both Fiscal 1998 and
Fiscal 1997.
Interest Expense. Interest expense in the first quarter of Fiscal 1998 increased
to $2,545,000 from $2,200,000 in the first quarter of Fiscal 1997. The increase
is primarily due to increased borrowings under the Company's revolving line of
credit agreement as well as interest incurred on the debt related to the
Company's business acquisitions in the fourth quarter of Fiscal 1997.
Income Tax (Expense) Benefit. Income tax (expense) in the first quarter of
Fiscal 1998 was $1,028,000 as compared to an income tax benefit of $481,000 in
the first quarter of Fiscal 1997. The provisions for income tax (expense)
benefit were calculated through the use of the estimated income tax rates based
on annualized income.
Liquidity and Capital Resources
For the first quarter of Fiscal 1998, operating activities provided $948,000 in
cash as compared to $7,353,000 used during the first quarter of Fiscal 1997. The
increase in cash provided by operations for the first quarter of Fiscal 1998
resulted primarily from increased net income, a reduction in trade accounts
receivable, an increase in accounts payable, as well as a smaller increase in
inventory for the first quarter of Fiscal 1998.
Net cash used in investing activities for the first quarter of Fiscal 1998 was
$1,173,000 as compared to $2,691,000 during the first quarter of Fiscal 1997.
The net cash used during each of the periods presented was to purchase property,
plant and equipment. The Company does not have any significant specific
commitments for the purchase of property, plant and equipment.
There was no net cash provided or used by financing activities during the first
quarter of Fiscal 1998 as compared to $8,460,000 provided during the first
quarter of Fiscal 1997. Borrowings under the Company's revolving line of credit
provided the principal source of cash during the first quarter of Fiscal 1998
and 1997. The increase in the first quarter of Fiscal 1998 was offset by the
purchase of 500,000 shares of treasury stock for $2,187,500 as well as the
contractual repayment of capital lease obligations.
The Company on December 28, 1997, had approximately $19,000 in cash and cash
equivalents as compared to approximately $244,000 at September 28, 1997. Working
capital at December 28, 1997 was $34,581,000 compared to $33,358,000 at
September 28, 1997. The Company had outstanding borrowings of $17,528,000 under
its $25,000,000 revolving credit facility (subject to a borrowing base
limitation, approximately $20,953,000 at December 28, 1997). The principal uses
of cash during the first quarter of Fiscal 1998 were to pay the semi-annual
interest payment on the Company's Senior Secured Notes, the repurchase of stock
for treasury and the purchase of a technology license from Emcore Corporation.
The Company believes that cash from its operations and its ability to borrow
under the revolving credit facility mentioned above provide it sufficient
liquidity to finance its existing level of operations and meet its debt service
obligations. However, there can be no assurance that the Company's operations
together with amounts available under the revolving credit facility will
continue to be sufficient to finance its existing level of operations and meet
its debt service obligations. The Company's ability to meet its debt service and
other obligations depends on its future performance, which in turn, is subject
to general economic conditions and to financial, business and other factors,
including factors beyond the Company's control. If the Company is unable to
generate sufficient cash flow from operations, it may be required to refinance
all or a portion of its existing debt or obtain additional financing. There can
be no assurance that the Company will be able to obtain such refinancing or
additional financing.
Effects of Inflation
The markets in which the Company sells products are competitive. In particular,
the Company has generally encountered effective resistance in connection with
its sales of coated fabrics to the automotive industry and its sales of acrylics
to the aerospace industry. Thus, in an inflationary environment the Company may
not in all instances be able to pass through to consumers general price
increases; the Company's operations may be materially impacted if such
conditions were to occur. The Company has not in the past been adversely
impacted by general price inflation.
Forward Looking Information
Statements made herein that are forward-looking in nature within the meaning of
the Private Securities Litigation Reform Act of 1995 are subject to risks and
uncertainties that could cause actual results to differ materially. Such risks
and uncertainties include, but are not limited to, those related to business
conditions and the financial strength of the various markets served by the
Company, the level of spending for such products and the ability of the Company
to successfully manufacture and market its products.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
(a) The Company knows of no pending legal proceedings to which the
Company or any of its subsidiaries is a party or of which any of
their property is the subject other than routine litigation
incidental to the Company's business, an adverse outcome of which
would not be expected to have a material impact on the Company.
(b) No legal proceedings were terminated during the three months
ended December 28, 1997, other than routine litigation incidental
to the Company's business.
Item 2. Changes in Securities
None.
Item 3. Default upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
SIGNATURE
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.
DATE: January 30, 1998 By: /s/ George J. Zulanas, Jr.
---------------- ---------------------------
George J. Zulanas, Jr.
Vice President, Treasurer and
Chief Financial Officer