FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20552 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 No. 0-26248 LONDON FINANCIAL CORPORATION ____________________________________________________________ (Exact name of registrant as specified in its charter) Ohio 34-1800830 _______________________________ ______________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2 East High Street London, Ohio 43140 _______________________________________ __________ (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (614) 852-0787 Check whether the issuer (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 _____ As of May 9, 1997, the latest practicable date, 515,160 of the registrant's common shares, without par value, were issued and outstanding. -1- London Financial Corporation INDEX Page PART I - FINANCIAL INFORMATION Consolidated Statements of Financial Condition 3 Consolidated Statements of Earnings 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II - OTHER INFORMATION 15 SIGNATURES 16 -2- London Financial Corporation CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In thousands, except share data) March 31, September 30 ASSETS 1997 1996 ------ ------ Cash and due from banks $ 1,106 $ 319 Interest-bearing deposits in other financial institutions 2,509 2,324 -------- -------- Cash and cash equivalents 3,615 2,643 Investment securities designated as available for sale - at 270 220 market Investment securities - at amortized cost, approximate market value of $500 and $1,991 at March 31, 1997 and September 30, 500 2,000 1996, respectively Mortgage-backed securities - at cost, approximate market value of $3,742 and $3,944 at March 31, 1997 and September 30, 3,761 4,032 1996, respectively Loans receivable - net 28,958 27,031 Office premises and equipment - at depreciated cost 349 354 Stock in Federal Home Loan Bank - at cost 270 261 Accrued interest receivable 154 178 Prepaid expenses and other assets 60 21 Deferred federal income taxes -- 77 -------- -------- Total assets $ 37,937 $ 36,817 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits $ 29,309 $ 28,195 Advances from the Federal Home Loan Bank 800 300 Other liabilities 147 279 Accrued federal income taxes 136 136 Deferred federal income taxes 8 -- -------- -------- Total liabilities 30,400 28,910 Shareholders' Equity Common shares - authorized 5,000,000 shares without par value; 529,000 shares issued -- -- Additional paid-in capital 4,910 4,910 Shares acquired by Employee Stock Ownership Plan (423) (423) Shares acquired by Management Recognition Plan (315) -- Retained earnings - substantially restricted 3,534 3,416 Unrealized gains on securities designated as available for sale, net of related tax effects 37 4 Less 13,840 treasury shares - at cost (206) -- -------- -------- Total shareholders' equity 7,537 7,907 -------- -------- Total liabilities and shareholders' equity $ 37,937 $ 36,817 ======== ======== -3- London Financial Corporation CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except share data) Six months ended Three months ended March 31, March 31, 1997 1996 1997 1996 -------- -------- -------- -------- Interest income Loans $1,165 $1,195 $589 $604 Mortgage-backed securities 116 54 60 27 Investments securities 43 13 14 7 Interest-bearing deposits and other 69 83 37 46 ------ ------ ---- ---- Total interest income 1,393 1,345 700 684 Interest expense Deposits 691 772 342 385 Borrowings 17 14 10 7 ------ ------ ---- ---- Total interest expense 708 786 352 392 ------ ------ ---- ---- Net interest income 685 559 348 292 Other operating income 31 38 16 23 General, administrative and other expense Employee compensation and benefits 205 208 98 106 Occupancy and equipment 33 35 16 18 Federal deposit insurance premiums 23 43 5 18 Franchise taxes 32 23 27 12 Data processing 28 29 14 15 Other 127 67 80 23 ------ ------ ---- ---- Total general, administrative and other expense 448 405 240 192 ------ ------ ---- ---- Earnings before income taxes 268 192 124 123 Federal income taxes Current 24 69 35 43 Deferred 68 -- 8 -- ------ ------ ---- ---- Total federal income taxes 92 69 43 43 ------ ------ ---- ---- NET EARNINGS $ 176 $ 123 $ 81 $ 80 ====== ====== ==== ==== EARNINGS PER SHARE $ .37 N/A $.17 N/A ====== ====== ==== ==== -4- London Financial Corporation CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended March 31, (In thousands) 1997 1996 -------- -------- Cash flows provided by (used in) operating activities: Net earnings for the period $ 176 $ 123 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Amortization of deferred loan origination fees (40) (49) Depreciation and amortization 14 15 Federal Home Loan Bank stock dividends (9) (9) Increase (decrease) in cash due to changes in: Accrued interest receivable 24 (12) Prepaid expenses and other assets (39) 20 Other liabilities (132) 158 Federal income taxes Prepaid -- 5 Deferred 68 -- ------- ------- Net cash used in operating activities 62 251 Cash flows provided by (used in) investing activities: Proceeds from maturity of investment securities 1,500 -- Principal repayments on mortgage-backed securities 268 89 Principal repayments on loans 2,582 3,181 Loan disbursements (4,469) (2,155) Purchase of office equipment (6) (7) ------- ------- Net cash provided by (used in) investing activities (125) 1,108 Cash flows provided by (used in) financing activities: Net increase (decrease) in deposit accounts 1,114 (1,367) Proceeds from Federal Home Loan Bank advances 500 -- Net proceeds from issuance of common shares -- 4,910 Loan to Employee Stock Ownership Plan -- (423) Purchase of common shares for Management Recognition Plan (315) -- Purchase of treasury shares (206) -- Dividends on common shares (58) -- ------- ------- Net cash provided by financing activities 1,035 3,120 ------- ------- Net increase in cash and cash equivalents 972 4,479 Cash and cash equivalents at beginning of period 2,643 2,844 ------- ------- Cash and cash equivalents at end of period $ 3,615 $ 7,323 ======= ======= Supplemental disclosure of cash flow information: Cash paid during the period for: Federal income taxes $ 23 $ 20 ======= ======= Interest on deposits and borrowings $ 705 $ 786 ======= ======= -5- London Financial Corporation NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three and six month periods ended March 31, 1997 and 1996 In October 1995, the Board of Directors of The Citizens Loan and Savings Company ("Citizens") adopted a Plan of Conversion (the "Plan") providing for the conversion of Citizens to the stock form of organization (the "Conversion"). In connection with the Conversion, Citizens formed a holding company, London Financial Corporation ("LFC"). On March 29, 1996, Citizens completed the Conversion, in connection with which Citizens issued all of its outstanding shares to LFC and LFC issued 529,000 common shares at a price of $10.00 per share which, after consideration of offering expenses totaling $380,000, and shares purchased by employee benefit plans totaling $423,000, resulted in net cash proceeds of $4.5 million. The financial statements for the periods prior to March 1996 are those of Citizens prior to the Conversion. 1. Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-QSB and, therefore, do not include information or footnotes necessary for a complete presentation of consolidated financial position, results of operations and cash flows in conformity with generally accepted accounting principles. Accordingly, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto of LFC included in the Annual Report on Form 10-KSB for the year ended September 30, 1996. However, in the opinion of management, all adjustments (consisting of only normal recurring accruals) which are necessary for a fair presentation of the consolidated financial statements have been included. The results of operations for the six and three month periods ended March 31, 1997, are not necessarily indicative of the results which may be expected for an entire fiscal year. 2. Principles of Consolidation The accompanying consolidated financial statements include the accounts of LFC and Citizens. All significant intercompany items have been eliminated. 3. Earnings Per Share Earnings per share for the six and three month periods ended March 31, 1997, is computed based upon 482,573 and 478,376 weighted-average shares outstanding, respectively, which gives effect to a reduction for the 42,320 unallocated shares held by the London Financial Corporation Employee Stock Ownership Plan (the "ESOP") in accordance with Statement of Position 93-6. The provisions of Accounting Principles Board Opinion No. 25, "Earnings Per Share," are not applicable to the six and three month periods ended March 31, 1996, as LFC completed its conversion to the stock form of ownership in March 1996. -6- London Financial Corporation NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) For the three and six month periods ended March 31, 1997 and 1996 4. Effects of Recent Accounting Pronouncements In October 1995, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation", establishing financial accounting and reporting standards for stock-based employee compensation plans. SFAS No. 123 encourages all entities to adopt a new method of accounting to measure compensation cost of all employee stock compensation plans based on the estimated fair value of the award at the date it is granted. Companies are, however, allowed to continue to measure compensation cost for those plans using the intrinsic value based method of accounting, which generally does not result in compensation expense recognition for most plans. Companies that elect to remain with the existing accounting are required to disclose in a footnote to the financial statements pro forma net earnings and, if presented, earnings per share, as if SFAS No. 123 had been adopted. The accounting requirements of SFAS No. 123 are effective for transactions entered into during fiscal years that begin after December 15, 1995; however, companies are required to disclose information for awards granted in their first fiscal year beginning after December 15, 1994. Management has determined that LFC will continue to account for stock-based compensation pursuant to Accounting Principles Board Opinion No. 25 and, therefore, the provisions of SFAS No. 123 will have no effect on its consolidated financial condition or results of operations. In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers of Financial Assets, Servicing Rights, and Extinguishment of Liabilities", that provides accounting guidance on transfers of financial assets, servicing of financial assets, and extinguishment of liabilities. SFAS No. 125 introduces an approach to accounting for transfers of financial assets that provides a means of dealing with more complex transactions in which the seller disposes of only a partial interest in the assets, retains rights or obligations, makes use of special purpose entities in the transaction, or otherwise has continuing involvement with the transferred assets. The new accounting method, the financial components approach, provides that the carrying amount of the financial assets transferred be allocated to components of the transaction based on their relative fair values. SFAS No. 125 provides criteria for determining whether control of assets has been relinquished and whether a sale has occurred. If the transfer does not qualify as a sale, it is accounted for as a secured borrowing. Transactions subject to the provisions of SFAS No. 125 include, among others, transfers involving repurchase agreements, securitizations of financial assets, loan participations, factoring arrangements, and transfers of receivables with recourse. An entity that undertakes an obligation to service financial assets recognizes either a servicing asset or liability for the servicing contract (unless related to a securitization of assets, and all the securitized assets are retained and -7- London Financial Corporation NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) For the three and six month periods ended March 31, 1997 and 1996 4. Effects of Recent Accounting Pronouncements (continued) classified as held-to-maturity). A servicing asset or liability that is purchased or assumed is initially recognized at its fair value. Servicing assets and liabilities are amortized in proportion to and over the period of estimated net servicing income or net servicing loss and are subject to subsequent assessments for impairment based on fair value. SFAS No. 125 provides that a liability is removed from the balance sheet only if the debtor either pays the creditor and is relieved of its obligation for the liability or is legally released from being the primary obligor. SFAS No. 125 is effective for transfers and servicing of financial assets and extinguishment of liabilities occurring after December 31, 1997, and is to be applied prospectively. Earlier or retroactive application is not permitted. Management does not believe that adoption of SFAS No. 125 will have a material adverse effect on LFC's consolidated financial position or results of operations. In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which requires companies to present basic earnings per share and, if applicable, diluted earnings per share, instead of primary and fully diluted earnings per share, respectively. Basic earnings per share is computed without including potential common shares, i.e., no dilutive effect. Diluted earnings per share is computed taking into consideration common shares outstanding and dilutive potential common shares, including options, warrants, convertible securities and contingent stock agreements. SFAS No. 128 is effective for periods ending after December 15, 1997. Early application is not permitted. Based upon the provisions of SFAS No. 128, LFC's basic and diluted earnings per share for the six months ended March 31, 1997, would have each been $.37. Basic and diluted earnings per share for the three months ended March 31, 1997, would have each been $.17. 5. Reclassifications Certain prior year amounts have been reclassified to conform to the 1997 consolidated financial statement presentation. -8- London Financial Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements In addition to historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. Economic circumstances, LFC's operations and LFC's actual results could differ significantly from those discussed in the forward-looking statements. Some of the factors that could cause or contribute to such differences are discussed herein but also include changes in the economy and interest rates in the nation and LFC's market area generally. Some of the forward-looking statements included herein are the statements regarding management's determination of the amount of allowance for losses on loans and the effect of certain accounting pronouncements. Discussion of Financial Condition Changes from September 30, 1996 to March 31, 1997 At March 31, 1997, LFC had total assets of $37.9 million, an increase of $1.1 million, or 3.0%, over the September 30, 1996, total. The increase in assets was funded primarily from an increase in deposits of approximately $1.1 million. Investment securities and mortgage-backed securities decreased by $1.7 million, to a total of $4.5 million at March 31, 1997, reflecting the maturity of investment securities totaling approximately $1.5 million and principal repayments on mortgage-backed securities of $268,000. Loans receivable increased $1.9 million, or 7.1%, as loan disbursements of $4.5 million exceeded principal repayments of $2.6 million. Loans disbursed during the 1997 period exceeded those of the comparable 1996 period by $2.3 million, or 107.4%. At March 31, 1997, Citizens' allowance for loan losses totaled $187,000, which equaled the level maintained at September 30, 1996. Nonperforming loans totaled $299,000, or 1.0% of the total loan portfolio at March 31, 1997, as compared to nonperforming loans of $261,000, or .9% of the total loan portfolio at September 30, 1996. At March 31, 1997, Citizens' allowance for loan losses was comprised solely of a general loan loss allowance which is includible as a component of regulatory risk-based capital. Although management of LFC believes that its allowance for loan losses was adequate at March 31, 1997, based on the available facts and circumstances, there can be no assurances that the allowance will be adequate to absorb actual loan losses during the current period or that additions to such allowance will not be necessary in future periods, which could negatively affect LFC's results of operations. -9- London Financial Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Discussion of Financial Condition Changes from September 30, 1996 to March 31, 1997 (continued) Deposits totaled $29.3 million at March 31, 1997, an increase of $1.1 million, or 4.0%, over the $28.2 million of deposits outstanding at September 30, 1996. Such increase resulted primarily from management's efforts to increase deposits through marketing strategies. Citizens is required to maintain minimum levels of regulatory capital under three separate standards promulgated by the Office of Thrift Supervision. Citizens is required to maintain regulatory capital sufficient to meet tangible, core and risk-based capital ratios of 1.50% and 3.00% of adjusted total assets, and 8.00% of risk-weighted assets, respectively. As of March 31, 1997, Citizens' regulatory capital exceeded all minimum capital requirements as shown in the following table: Tangible Core Risk-based capital Percent capital Percent capital Percent -------- ------- ------- ------- ---------- ------- (Dollars in thousands) Capital under generally $5,633 $5,633 $5,633 accepted accounting principles Additional capital items General valuation allowances - - 187 ------- ------- ------ Regulatory capital computed 5,633 15.5 5,633 15.5 5,820 29.7 Capital requirement 546 1.5 1,092 3.0 1,568 8.0 ------ ----- ----- ----- ----- ----- Regulatory capital - excess $5,087 14.0 $4,541 12.5 $4,252 21.7 Comparison of Operating Results For the Six Month Periods Ended March 31, 1997 and 1996 General Net earnings for the six month period ended March 31, 1997, totaled $176,000, an increase of $53,000, or 43.1%, over the comparable 1996 period. The increase in net earnings resulted primarily from a $126,000 increase in net interest income, which was partially offset by a $43,000 increase in general, administrative and other expense, a $7,000 decrease in other operating income and a $23,000 increase in the federal income tax provision. -10- London Financial Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Comparison of Operating Results For the Six Month Periods Ended March 31, 1997 and 1996 (continued) Net Interest Income Interest income on loans for the six months ended March 31, 1997, decreased by $30,000, or 2.5%, as compared to the six months ended March 31, 1996. The decrease was primarily due to a decline in yield of approximately 33 basis points to 8.34% in the 1997 period, which was partially offset by an increase in the weighted-average balance outstanding of $378,000. Interest income on mortgage-backed securities increased by $62,000, or 114.8%, due primarily to a $1.9 million increase in the weighted-average portfolio balance outstanding year to year. Interest income on investment securities and other interest-earning assets increased by $16,000, or 16.7%, due primarily to an increase in yield. The increases in interest income on investment and mortgage-backed securities primarily reflect the earnings on securities purchased utilizing net proceeds of LFC's offering of common shares in connection with the Conversion. Interest expense on deposits decreased by $81,000, or 10.5%, during the six months ended March 31, 1997, as compared to the comparable period in 1996. This decrease resulted primarily from a $1.3 million decline in the weighted average balance of deposits outstanding, coupled with a decrease in the cost of deposits year to year. Interest expense on borrowings increased by $3,000, or 21.4%, during the six months ended March 31, 1997, as compared to the comparable period in 1996. The increase is primarily due to an increase in the weighted-average balance of advances outstanding. As a result of the foregoing changes in interest income and interest expense, net interest income increased by $126,000, or 22.5%, during the six months ended March 31, 1997, as compared to the six months ended March 31, 1996. The interest rate spread totaled approximately 2.96% for the six months ended March 31, 1997, compared to 2.74% for the same period in 1996, while the net interest margin increased to approximately 3.84% in the 1997 period from 3.28% in the 1996 period. Provision for Losses on Loans A provision for losses on loans is charged to earnings to bring the total allowance for loan losses to a level considered appropriate by management based on historical experience, the volume and type of lending conducted by Citizens, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to Citizens' market area, and other factors related to the collectibility of Citizens' loan portfolio. As a -11- London Financial Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Provision for Losses on Loans (continued) result of such analysis, management concluded that the allowance for loan losses was adequate and, as a result, a provision for losses on loans was not necessary during the six month period ended March 31, 1997. There can be no assurance that the loan loss allowance of Citizens will be adequate to cover losses on nonperforming assets in the future. Other Income Other income totaled $31,000 for the six months ended March 31, 1997, a decrease of $7,000, or 18.4%, from the comparable 1996 period. Other income is comprised primarily of service fees on deposit accounts, late charges on loan accounts and rental income on leased office space and safety deposit boxes. General, Administrative and Other Expense General, administrative and other expense increased by approximately $43,000, or 10.6%, during the six months ended March 31, 1997, as compared to 1996. The increase was primarily comprised of a $60,000, or 89.6%, increase in other operating expenses, mainly professional fees and other costs associated with the reporting requirements of a public stock company, which was partially offset by a $20,000, or 46.5%, decrease in federal deposit insurance premiums, due to lower assessment rates during 1997 compared to 1996. Federal Income Taxes The provision for federal income taxes increased $23,000, or 33.3%, during the six months ended March 31, 1997, due primarily to an increase in earnings before income taxes of $76,000, or 39.6%. LFC's effective tax rates amounted to 34.3% and 35.9% during the six months ended March 31, 1997 and 1996, respectively. Comparison of Operating Results For the Three Month Periods Ended March 31, 1997 and 1996 General Net earnings for the three month period ended March 31, 1997, totaled $81,000, an increase of $1,000, or 1.3%, over the comparable 1996 period. The increase in earnings resulted primarily from a $56,000 increase in net interest income, which was partially offset by a $48,000 increase in general, administrative and other expense and a $7,000 decrease in other operating income. -12- London Financial Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Net Interest Income Interest income on loans for the three months ended March 31, 1997, decreased by $15,000, 2.5%, as compared to the three months ended March 31, 1996. The decrease was primarily due to a decline in yield, which was partially offset by a $1.0 million increase in the weighted-average balance outstanding. Interest income on mortgage-backed securities increased by $33,000, or 122.2%, due primarily to a $1.9 million increase in the weighted-average portfolio balance year to year as a portion of the proceeds of the Conversion was invested in mortgage-backed securities. Interest income on investment securities and other interest-earning assets decreased by $2,000, or 3.8%, due primarily to a decrease of approximately $2.2 million in the weighted-average balance outstanding year to year. Interest expense on deposits decreased by $43,000, or 11.2%, during the three months ended March 31, 1997. This decrease resulted primarily from a $1.1 million decline in the weighted average balance of deposits outstanding, coupled with a decrease in the cost of deposits. Interest expense on borrowings increased by $3,000, or 42.9%, during the three months ended March 31, 1997. The increase is primarily due to an increase in the weighted-average balance of advances outstanding. As a result of the foregoing changes in interest income and interest expense, net interest income increased by $56,000, or 19.2%, during the three months ended March 31, 1997, as compared to the three months ended March 31, 1996. The interest rate spread totaled approximately 3.15% for the three months ended March 31, 1997, compared to 2.73% for the same period in 1996, while the net interest margin increased to approximately 3.93% in the 1997 period from 3.37% in the 1996 period. Other Income Other income totaled $16,000 during the three months ended March 31, 1997, a decrease of $7,000, or 30.4%, as compared to the three month period ended March 31, 1996. Other income is comprised primarily of service fees on deposit accounts, late charges on loan accounts and rental income on leased office space and safety deposit boxes. -13- London Financial Corporation MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) General, Administrative and Other Expense General, administrative and other expense increased by approximately $48,000, or 25.0%, during the three months ended March 31, 1997, as compared to 1996. The increase was primarily comprised of a $57,000, or 247.8%, increase in other operating expenses, mainly professional fees and other costs associated with the reporting requirements of a public stock company, which was partially offset by a $13,000, or 72.2%, decrease in federal deposit insurance premiums due to lower assessment rates during 1997 compared to 1996. Federal Income Taxes The provision for federal income taxes totaled $43,000 for each of the three month periods ended March 31, 1997 and 1996. LFC's effective tax rates amounted to 34.7% and 35.0% during the three months ended March 31, 1997 and 1996, respectively. -14- London Financial Corporation PART II ITEM 1. Legal Proceedings Not applicable ITEM 2. Changes in Securities Not applicable ITEM 3. Defaults Upon Senior Securities Not applicable 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 Reports on Form 8-K: None. Exhibits: Financial Data Schedule for the six months ended March 31, 1997. -15- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 13, 1997 By: /s/ John J. Bodle ________________________________ John J. Bodle President and Chief Executive Officer Date: May 13, 1997 By: /s/ Joyce E. Bauerle ________________________________ Joyce E. Bauerle Treasurer and Principal Accounting Officer