UNITED STATES
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 SEPTEMBER 30, 1996
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 33-49574
LYMAN LUMBER COMPANY
(Exact name of registrant as specified in its charter)
Minnesota 41-0386245
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
300 Morse Ave., Excelsior, MN 55331
(Address of principal executive (Zip Code)
offices)
(612) 470-3600
(Registrant's telephone number,
including area code)
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 _____
AT NOVEMBER 8, 1996, 8,470 SHARES OF $1.00 PER SHARE PAR VALUE VOTING COMMON
STOCK AND 169.4 SHARES OF $100.00 PER SHARE PAR VALUE NON-VOTING STOCK WERE
OUTSTANDING.
LYMAN LUMBER COMPANY
INDEX TO REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1996
Page Number
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements 1
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION 11
SIGNATURES 12
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
LYMAN LUMBER COMPANY AND SUBSIDIARIES
UNAUDITED BALANCE SHEETS
(in thousands of dollars)
September 30, December 31,
ASSETS 1996 1995
- ------ ------- -------
CURRENT ASSETS:
Cash $ 165 $ 479
Trade accounts receivable (less allowance for
doubtful accounts of $614 and $326, respectively) 15,954 12,475
Construction mortgage receivables (net of allowance
for uncollectibles of $1,794 and $1,539, respectively) 48,742 40,117
Current portion of notes receivable 30 5
Due from affiliated companies 76 48
Inventories 7,429 8,738
Deferred income taxes 1,057 1,057
Prepaid expenses and deposit 308 466
------- -------
Total current assets 73,761 63,385
------- -------
INVESTMENT IN LIMITED PARTNERSHIP AND JOINT VENTURES 993 704
------- -------
PROPERTY, PLANT, AND EQUIPMENT:
Land 1,470 1,571
Buildings 9,029 9,460
Yard equipment 1,542 2,186
Office equipment 1,084 1,059
Autos and trucks 1,584 1,560
------- -------
Total property, plant, and equipment 14,709 15,836
Less accumulated depreciation 8,149 8,486
------- -------
Net property, plant and equipment 6,560 7,350
------- -------
OTHER REAL ESTATE, INCLUDING LAND DEVELOPMENTS 3,789 7,638
------- -------
FUNDS HELD BY TRUSTEE 366 366
------- -------
NOTES RECEIVABLE, less current portion 390 85
------- -------
DEFERRED CHARGES 551 644
------- -------
OTHER ASSETS 169 225
------- -------
TOTAL ASSETS $86,579 $80,397
======= =======
See notes to unaudited consolidated financial statements.
LYMAN LUMBER COMPANY AND SUBSIDIARIES
UNAUDITED BALANCE SHEETS
(in thousands of dollars except per share amounts)
LIABILITIES AND STOCKHOLDERS' EQUITY September 30, December 31,
- ------------------------------------ 1996 1995
------- -------
CURRENT LIABILITIES:
Commercial paper notes payable $36,000 $24,974
Notes payable to banks 3,300 5,800
Notes payable to related parties 1,697 1,458
Other notes payable 833 695
Current portion of long-term debt 1,923 142
Accounts payable 1,625 2,676
Due to affiliated companies 2,077 1,509
Accrued expenses:
Payroll, bonuses, and vacation pay 1,719 1,583
Profit sharing 470 569
Taxes, other than income taxes 1,105 1,178
Interest 365 458
Income taxes 376
Other 1,055 923
------- -------
Total current liabilities 52,169 42,341
------- -------
DEFERRED COMPENSATION 796 655
------- -------
LONG-TERM DEBT, less current portion 8,875 12,463
------- -------
DEFERRED INCOME TAXES 1,170 3,274
------- -------
STOCKHOLDERS' EQUITY:
Common stock: $1 par value; 10,000 shares
authorized; 8,470 shares issued and outstanding 8 8
Non-Voting stock; $100 par value; 500 shares
authorized; 169.4 shares issued and outstanding 17 17
Additional paid-in capital 725 637
Retained earnings 22,819 21,002
------- -------
Total stockholders' equity 23,569 21,664
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $86,579 $80,397
======= =======
See notes to unaudited consolidated financial statements.
LYMAN LUMBER COMPANY AND SUBSIDIARIES UNAUDITED STATEMENTS OF INCOME AND
RETAINED EARNINGS FOR THE PERIODS ENDED SEPTEMBER 30, 1996 AND 1995 (In
thousands of dollars except per share amounts)
Periods Ended September 30
-----------------------------------------------------
Three Months Nine Months
----------------------- -----------------------
1996 1995 1996 1995
-------- -------- -------- --------
NET SALES $ 23,779 $ 23,242 $ 61,474 $ 59,360
COST OF GOODS SOLD 19,596 18,399 50,387 47,626
-------- -------- -------- --------
GROSS MARGIN 4,183 4,843 11,087 11,734
-------- -------- -------- --------
CONSTRUCTION MORTGAGE INTEREST & FEES 1,717 1,719 4,984 4,940
-------- -------- -------- --------
OPERATING EXPENSES;
Selling, general and administrative expense 4,282 4,631 12,605 12,133
Construction mortgage and interest expense 715 723 2,053 2,021
Management fee from affiliates (252) (196) (601) (497)
Other operating expenses 97 (38) 292 238
-------- -------- -------- --------
Total operating expenses 4,842 5,120 14,349 13,895
-------- -------- -------- --------
OPERATING INCOME 1,058 1,442 1,722 2,779
OTHER INCOME (EXPENSE)
Interest expense (258) (259) (1,045) (1,242)
Interest income 58 87 157 207
Equity in earnings of joint ventures 40 137 146 377
Other 261 366 1,141 1,059
-------- -------- -------- --------
Total other income (expense) 101 331 399 401
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 1,159 1,773 2,121 3,180
INCOME TAX EXPENSE 478 735 88 1,300
-------- -------- -------- --------
NET INCOME 681 1,038 2,033 1,880
RETAINED EARNINGS AT BEGINNING OF PERIOD 22,138 18,871 21,002 18.029
-------- -------- -------- --------
DIVIDENDS ($25 PER SHARE) -- -- (216) --
-------- -------- -------- --------
RETAINED EARNINGS AT END OF PERIOD $ 22,819 $ 19,909 $ 22,819 $ 19,909
======== ======== ======== ========
NET INCOME PER SHARE $ 78.84 $ 121.98 $ 235.40 $ 220.97
======== ======== ======== ========
See notes to unaudited consolidated financial statements.
LYMAN LUMBER COMPANY AND SUBSIDIARIES
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 1996 AND 1995
(in thousands of dollars) September 30, September 30,
------------------------ 1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,033 $ 1,880
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation 597 718
Amortization 150 117
Bad debt expense 555 536
Equity in earnings of joint ventures (146) (377)
Gain on sales of property and other real estate (355) (16)
Gain on sales of land development projects (1,386) (922)
Deferred income taxes (2,104)
Deferred compensation 141 (39)
Interest received from construction mortgage receivables 3,462 2.466
Interest charged under construction mortgage receivables (3,620) (3,483)
Proceeds from trade accounts receivable 53,030 53,060
Increase in trade accounts receivable - gross (56,768) (55,711)
Decrease in Inventories 1,309 695
Decrease (increase) in prepaid expenses and deposits 158 (108)
Decrease in accounts payable and accrued expenses (1,424) (1,849)
Increase in due from/to affiliated companies, net 540 14
-------- --------
Net cash used in operating activities (3,828) (723)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in joint ventures and limited partnership (731) (93)
Distributions of equity from joint ventures 585 1,211
Payments for purchases of property (352) (408)
Proceeds from construction mortgage receivables 41,463 34,227
Payments for construction mortgage receivables (50,879) (38,922)
Proceeds from sales of land development projects 4,863 3,896
Payments for purchases of land development projects (1,307) (1,600)
Proceeds from notes receivable 193 26
Proceeds from sales of other real estate and property 1,171 181
Payments for purchases of other real estate (51) (10)
-------- --------
Net cash used in investing activities (5,045) (3,788)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable, net 8,903 4,315
Proceeds from issuance of long-term debt 4
Payments of long-term debt (128) (135)
Proceeds from stock issuance
Dividends paid (216)
--------
Net cash provided by financing activities 8,559 4,550
-------- --------
NET (DECREASE) INCREASE IN CASH (314) 39
CASH AT BEGINNING OF PERIOD 479 470
-------- --------
CASH AT END OF PERIOD $ 165 $ 509
======== ========
See notes to unaudited consolidated financial statements.
LYMAN LUMBER COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED SEPTEMBER 30, 1996 AND 1995
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In the opinion of management, the condensed consolidated financial
statements reflect all adjustments, which are of a normal recurring nature,
to present fairly the Company's financial position as of September 30, 1996
and December 31, 1995 and the Statements of Income and Cash Flows for the
three month and nine month periods ended September 30, 1996 and 1995.
The Statements of Income for the nine month periods ended September 30, 1996
and 1995 are not necessarily indicative of the results expected for the full
year.
These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes for the
year ended December 31, 1995.
Supplemental Cash Flow Information
The Company paid interest of $3,161,000 and $3,195,000 during the periods
ended September 30, 1996 and 1995 and income taxes of $2,586,000 and
$543,000 during the periods ended September 30, 1996 and 1995 respectively.
During the periods ended September 30, 1996 and 1995, the Company received
$515,000 and $28,000, respectively, of notes receivable in connection with
the sale of other real estate. During the period ended September 30, 1996 a
note payable of $1,589,000 in connection with the sale of other real estate
was assumed by a buyer. Construction mortgage receivables, trade accounts
receivable, and accrued interest of $647,000 and $310,000 during the periods
ended September 30, 1996 and 1995, respectively, were transferred to other
real estate as a result of the Company foreclosing on the related property.
These noncash flow investing and financing activities have been excluded
from the Statement of Cash Flows.
Concentration of Credit Risk
At September 30, 1996, Construction Mortgage Investors Co. (CMIC) had
certain concentrations of credit risk consisting of $2,874,000 of mortgage
receivables were from residential builder contractors and developers whose
individual balances exceeded 5 percent of the total outstanding construction
mortgage receivables balance. These receivables are secured by mortgages
which, in the opinion of management, have a collateral value in excess of
the mortgage receivables. CMIC construction loans are generally secured by a
first mortgage with first lien priority being insured by title insurance. In
construction projects CMIC restricts its commitment amount to approximately
70% of the estimated hard cost value of the land and construction
improvements. Hard costs include the land cost, cost of the building
materials and labor.
2. RELATED-PARTY TRANSACTIONS
The Company is affiliated by common management and common ownership with
Lyman Lumber of Wisconsin, Inc., Building Material Wholesalers, Inc., and
Automated Building Components, Inc. A significant portion of the Company's
materials are purchased from Building Material Wholesalers, Inc. and
Automated Building Components, Inc. and are recorded at cost to the Company,
which includes a markup percentage from the seller. The Company charges a
management fee to Lyman Lumber of Wisconsin, Inc., Building Material
Wholesalers, Inc., and Automated Building Components, Inc. which is
disclosed in the Statements of Income.
Sales to and purchases from affiliated companies for the nine month periods
ended September 30, 1996 and 1995 were as follows (in thousands of dollars):
September 30, September 30,
1996 1995
------------ ------------
Sales to affiliated companies $ 305 $ 188
============ ============
Purchases from affiliated companies:
Building Material Wholesalers, Inc. $ 36,882 $ 35,820
Automated Building Components, Inc. 3,051 2,944
------------ ------------
Total $ 39,933 $ 38,764
============ ============
The Company rents warehouse, yard space and operating equipment to Automated
Building Components, Inc. under operating leases. Rental income for the
periods ended September 30, 1996 and 1995 was $456,000 and $446,000,
respectively. Minimum rental payments under the various leases for 1996 are
$608,000.
At September 30, 1996 the Company was a guarantor on a $772,000 of debt of
related parties.
3. CONSTRUCTION MORTGAGE RECEIVABLES
Construction mortgage receivables in nonaccrual status at September 30, 1996
were $3,182,000. The effect of construction mortgage receivables in
nonaccrual status on interest revenue for the periods ended September 30,
1996 and 1995 was $266,000 and $70,000, respectively.
4. INVESTMENT IN JOINT VENTURES
The Company is a partner in seven unincorporated land development joint
venture projects (Ventures). The Company's partner in six of its Ventures is
Lyman Lumber of Wisconsin, Inc. The Company receives a 50% interest in the
earnings of the Ventures. Combined financial information for the Ventures,
representing a 100% interest of Ventures, is combined and summarized as
follows (in thousands of dollars):
Balance Sheet
September 30,
1996
-----------
ASSETS
Cash $ 1
Land 2,747
Notes receivable 227
-----------
TOTAL ASSETS $ 2,975
===========
LIABILITIES
Notes payable $ 884
Deposits 107
-----------
TOTAL LIABILITIES 991
EQUITY 1,984
-----------
TOTAL LIABILITIES AND EQUITY $ 2,975
===========
Income Statements
Nine Months ended September 30,
-------------------------------
1996 1995
------ ------
Sales $1,102 $2,559
Cost of sales 857 1,890
------ ------
Gross margin 245 669
Interest income 33 85
Other 15 2
------ ------
Net income $ 293 $ 756
====== ======
Statement of Cash Flows
Nine Months Ended September 30.
-------------------------------
1996 1995
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES: $ 458 $ 2,270
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of debt (422) (5)
Partners investment in joint ventures 1,125 186
Distributions of equity to partners (1,171) (2,424)
------- -------
Net cash used in financing activities (468) (2,243)
------- -------
NET (DECREASE) INCREASE IN CASH (10) 27
CASH AT BEGINNING OF PERIOD 11 48
------- -------
CASH AT END OF PERIOD $ 1 $ 75
======= =======
At September 30, 1996 notes receivable represent a note from the City of
Savage, Minnesota (the City) made to facilitate the development of a 33 acre
tract of land. The note receivable has various maturity dates through 1999.
The note has a weighted average interest rate of 8.6% at September 30, 1996.
Repayments are to come from tax increment revenues from the City.
The note payable of $884,000 at September 30, 1996 has a maturity date of
April 9, 1999 with annual payments of $400,000 subject to acceleration if
the collateral (developed lots) are sold prior to maturity. The note has an
interest rate of 7% at September 30, 1996. The borrowing is secured by the
Ventures' land inventory.
5. INCOME TAXES
During the nine months ended September 30, 1996, the Company's effective tax
rate was 4% compared to an expected federal and state statutory tax rate of
approximately 40%. The better than expected effective tax rate is
principally due to a March 21 1996 settlement with the IRS in connection
with the IRS audits of the Company's tax returns or the periods January 1,
1991 through December 31, 1994. As a result of the IRS settlement, the
Company recorded an income tax benefit of approximately $793,000 from the
reversal of income tax previously deferred. In addition, the Company has
paid $1,823,000 in income taxes which were previously deferred.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
Net Sales
The Company's net sales for the three months ended September 30, 1996
were $23,779,000, an increase of $537,000 (2.3%) from $23,242,000 for the
three months ended September 30, 1995. Net sales for the nine months ended
September 30, 1996 were $61,474,000, an increase of $2,114,000 (3.6%) from
$59,360,000 for the nine months ended September 30, 1995. The increases were
primarily attributable to the increased volume in the lumber and building
material contractor division. This increased volume was attributable to the
increased demand for residential housing in the Twin Cities Metropolitan
Area which more than offset the decrease in volume that occurred in the
Company's Mid-America Cedar, Inc. wholesale lumber division during that
period.
Gross Profit
The Company's gross profit margin for the three months ended September
30, 1996 was 17.6% as compared to 20.8% for the three months ended September
30, 1995. The Company's gross profit margin for the nine months ended
September 30, 1996 was 18.0% as compared to 19.8% for the nine months ended
September 30, 1995. The decreases were primarily the result of increases in
cost of goods sold. The increase in cost of goods sold was due to the
addition of LIFO inventory quantities carried at higher costs prevailing in
1996. The addition resulted in increased cost of goods sold and decreased
gross profit dollars by approximately $1,024,000.
Construction Mortgage Interest and Fees
Construction mortgage interest and fees for the three months ended
September 30, 1996 were $1,717,000 a decrease of $2,000 (.1%) from
$1,719,000 for the three months ended September 30, 1995. Construction
mortgage interest and fees for the nine months ended September 30, 1996 were
$4,984,000 an increase of $44,000 (.9%) from $4,940,000 for the nine months
ended September 30, 1995. Interest and fees were constant due to lower
interest rates and higher levels of construction mortgage receivables in
nonaccrual status offsetting higher average outstanding construction
mortgage receivables.
Operating Expenses
Operating expenses were $4,842,000 for the three months ended September
30, 1996, a decrease of $278,000 (5.4%) from $5,120,000 for the three months
ended September 30, 1995. Operating expenses were $14,349,000 for the nine
months ended September 30, 1996, an increase of $454,000 (3.3%) from
$13,895,000 for the nine months ended September 30, 1995. The decrease for
the three months ended September 30, 1996 was primarily due to a lower level
of general expenses. The increase for the nine months ended September 30,
1996 was primarily due to an increase in selling, general and administrative
expense due to the increased sales volume and to the higher outstanding
construction mortgage receivables.
Total Other Income (Expense)
Total other income (expense) for the three months ended September 30,
1996 decreased to $101,000 of income compared to income of $331,000 for the
three months ended September 30, 1995. Total other income (expense) for the
nine months ended September 30, 1996 decreased to $399,000 of income
compared to income of $401,000 for the nine months ended September 30, 1995.
The decrease for the three months ended September 30, 1996 was primarily due
to lower levels of equity in earnings of joint ventures due to fewer lots
sold and lower rental income as a result of the sale of an other real estate
rental property. For the nine months ended September 30, 1996 total other
income (expense) was flat due to lower interest expense due to lower
interest rates which offset the lower levels of equity in earnings of joint
and lower rental income.
Income Tax Expense
Total income tax expense of $88,000, or a 4% effective tax rate, was
recorded for the nine months ended September 30, 1996 compared to income tax
expense of $1,300,000, or a 41% effective tax rate, for the nine months
ended September 30, 1995. The income tax expense recorded during the nine
months ended September 30, 1996 includes approximately $881,000 of tax
expense, a 41.5% effective tax rate, attributable to the Company's pre-tax
income for the period reduced by approximately $793,000 of tax benefits, a
39% effective tax rate, recorded for a March 21, 1996 settlement with the
IRS in connection with the IRS audits of the Company's tax returns for the
periods January 1, 1991 through December 31, 1994. The tax benefits recorded
as a result of the IRS settlement represent the reversal of income tax
reserves previously recorded.
Net Income
The Company's net income for the three months ended September 30, 1996
decreased to $681,000, a decrease of $357,000 from $1,038,000 for the three
months ended September 30, 1995. Net income for the nine months ended
September 30, 1996 increased to $2,033,000, an increase of $153,000 from
$1,880,000 for the nine months ended September 30, 1995. The decrease for
the three months ended September 30, 1996 was primarily due to the decrease
in gross margin. The increase for the nine months ended September 30, 1996
was due to the recording of the tax benefits relating to the IRS settlement
more than offsetting the decrease in gross margin.
LIQUIDITY AND FINANCIAL CONDITION
The Company funds its working capital and capital expenditure
requirements from cash from operations and/or borrowings under bank credit
facilities and other short-term lenders.
During the first nine months of 1996, inventory decreased principally
due to lower quantities of inventory and an increase in the level of the
LIFO reserve. Prices for most commodity wood products increased during the
first nine months of 1996 due to increased demand for residential housing
nationwide and limited production by suppliers. The Company has adjusted
customer prices regularly to reflect both the deflationary and inflationary
effects of the commodity materials they sell and has entered into product
delivery and pricing schedules with certain customers to insulate the
Company from gross profit margin erosion from increases in commodity wood
product prices. However, there can be no assurance that such measures will
fully prevent any profit margin erosion for the fiscal year ending December
31, 1996. During the first nine months of 1996, the Company experienced an
increase in the amount of construction mortgage receivables outstanding
resulting from increased receivable originations in the Twin Cities and
Milwaukee Metropolitan Areas.
On September 30, 1996, the Company had working capital of $21,592,000 as
compared to $21,044,000 at December 31, 1995. The Company's principal
sources and uses of cash during the first nine months ended September 30,
1996 are set forth in the unaudited consolidated statement of cash flows for
that period.
For the nine months ended September 30, 1996, the Company used
approximately $3,828,000 of cash to finance operating activities, primarily
the increase in trade accounts receivable and the decreases of deferred
income taxes, accounts payable and accrued expenses. The Company used
approximately $5,045,000 of cash for investing activities for the nine
months ended September 30, 1996 primarily due to the increases in
construction mortgage receivables offset by proceeds from sales of land
development projects. For the nine month period, increases in the Company's
cash used in operating activities and cash used in investing activities were
financed primarily by an increase under its bank credit facilities.
As of September 30, 1996, Lyman Development Company's share of estimated
funding requirements for property improvement costs Company-owned projects
and for its share of joint venture project costs for the next twelve months
are $ 0 and $0, respectively.
Under an amended and restated bank revolving credit and standby letter
of credit facility (the "Credit Agreement"), Lyman and its subsidiaries have
credit up to a maximum of $55,000,000, dependent upon a borrowing base as
defined within the agreement, which matures on June 30, 1998. The Company is
in compliance with the Credit Agreement. Management believes that it will
remain in compliance with the Credit Agreement through its maturity.
Management believes that the cash flows generated from operations and
continued access to external sources of credit will be sufficient to meet
the Company's liquidity requirements over at least the next twelve months.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings:
None
Item 2. Changes in Securities:
None
Item 3. Defaults 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) Exhibit 27 - Financial Data Schedule
(filed electronically for SEC use)
(b) No current Reports on Form 8-K were filed
during the three months ended
September 30, 1996.
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.
LYMAN LUMBER COMPANY
(Registrant)
Date November 12, 1996 s/ John D. Gilpin
----------------------- -----------------
John D. Gilpin
Senior Vice President and Secretary
(Chief Financial Officer)
Date November 12, 1996 s/ Brian C. Balcer
------------------------ ------------------
Brian C. Balcer
Treasurer and Controller
(Chief Accounting Officer)