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 AND
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1995
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 1-9349
SIZELER PROPERTY INVESTORS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-1082589
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2542 WILLIAMS BOULEVARD, KENNER, LOUISIANA 70062
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (504) 471-6200
FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT.
Indicate by Check /x/ 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ____________ 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.
8,502,169 shares of Common Stock ($.01 Par Value) were outstanding as
of November 10, 1995.
Page 1 of 13
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
INDEX
PAGE
----
Part I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-11
Part II: OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote
of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
2
PART I
FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
-------------- ----------------
1995 1994
-------------- ----------------
ASSETS
Real estate investments:
Land $ 47,713,000 $ 46,918,000
Buildings and improvements, net of
accumulated depreciation of $27,024,000
in 1995 and $21,309,000 in 1994 217,759,000 210,498,000
Investment in real estate partnership 965,000 973,000
------------ ------------
266,437,000 258,389,000
Cash and cash equivalents 894,000 1,423,000
Accounts receivable and accrued revenue,
net of allowance for doubtful accounts
of $129,000 in 1995 and $321,000 in 1994 2,846,000 2,931,000
Prepaid expenses and other assets 9,360,000 7,180,000
------------ ------------
Total Assets $279,537,000 $269,923,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable $ 51,978,000 $ 42,139,000
Notes payable 62,170,000 52,987,000
Accounts payable and accrued expenses 3,578,000 4,119,000
Tenant deposits and advance rents 939,000 845,000
Commitments and contingencies --- ---
Minority interest in real estate
partnerships 260,000 245,000
------------ ------------
118,925,000 100,335,000
Convertible subordinated debentures 62,878,000 62,878,000
------------ ------------
Total Liabilities 181,803,000 163,213,000
------------ ------------
SHAREHOLDERS' EQUITY
Preferred stock, 3,000,000 shares
authorized, none issued --- ---
Common stock, par value $.01 per share,
15,000,000 shares authorized, shares
issued and outstanding--8,930,069
in 1995 and 8,922,819 in 1994 89,000 89,000
Additional paid-in capital 127,273,000 127,199,000
Accumulated distributions in excess of
net earnings (25,981,000) (20,551,000)
------------ ------------
101,381,000 106,737,000
Treasury shares, at cost, 372,400 shares
in 1995 (3,642,000) ---
Unrealized loss on securities (5,000) (27,000)
------------ ------------
Total Shareholders' Equity 97,734,000 106,710,000
------------ ------------
Total Liabilities and
Shareholders' Equity $279,537,000 $269,923,000
============ ============
See notes to consolidated financial statements.
3
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Quarter Ended Sept. 30, Nine Months Ended Sept. 30,
----------------------- ---------------------------
1995 1994 1995 1994
--------- --------- ---------- ----------
OPERATING REVENUE
Rents and other income $10,735,000 $9,885,000 $31,813,000 $26,298,000
Equity in income of partnership 24,000 22,000 77,000 52,000
----------- ---------- ----------- -----------
10,759,000 9,907,000 31,890,000 26,350,000
----------- ---------- ----------- -----------
OPERATING EXPENSES
Management & leasing fees 446,000 370,000 1,409,000 1,099,000
Utilities 521,000 509,000 1,417,000 1,275,000
Real estate taxes 806,000 788,000 2,384,000 1,905,000
Operations & maintenance 1,557,000 1,452,000 4,641,000 3,728,000
Depreciation & amortization 2,137,000 1,763,000 6,183,000 4,548,000
Administrative expenses 424,000 465,000 1,464,000 1,330,000
Other operating expenses 529,000 544,000 1,684,000 1,372,000
----------- ---------- ----------- -----------
6,420,000 5,891,000 19,182,000 15,257,000
----------- ---------- ----------- -----------
INCOME FROM OPERATIONS 4,339,000 4,016,000 12,708,000 11,093,000
----------- ---------- ----------- -----------
OTHER INCOME (EXPENSES)
Interest & dividend income 10,000 15,000 33,000 66,000
Interest expense (3,656,000) (2,988,000) (10,733,000) (7,034,000)
----------- ---------- ----------- -----------
(3,646,000) (2,973,000) (10,700,000) (6,968,000)
----------- ---------- ----------- -----------
INCOME BEFORE GAIN ON SALE OF
INVESTMENT SECURITIES 693,000 1,043,000 2,008,000 4,125,000
----------- ---------- ----------- -----------
Gain on sale of investment
securities --- --- --- 8,000
----------- ---------- ----------- -----------
NET INCOME $ 693,000 $1,043,000 $ 2,008,000 $ 4,133,000
=========== ========== =========== ===========
Net income per share $ .08 $ 0.12 $ 0.23 $ 0.46
=========== ========== =========== ===========
See notes to consolidated financial statements.
4
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
1995 1994
-------------- ---------------
OPERATING ACTIVITIES:
Net income $ 2,008,000 $ 4,133,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 6,183,000 4,548,000
Gain on sale of investment securities --- (8,000)
Equity in depreciation of real estate
partnership, net of minority interest
depreciation 3,000 22,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable
and accrued revenue 85,000 (368,000)
Increase in prepaid expenses and other
assets (302,000) (201,000)
Increase (decrease) in accounts payable
and accrued expenses (541,000) 784,000
Increase in tenant deposits and advance
rents 94,000 8,000
------------ ------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 7,530,000 8,918,000
------------ ------------
INVESTING ACTIVITIES:
Acquisitions of real estate investments,
net of debt assumed (4,747,000) (39,000,000)
Improvements to real estate investments (9,016,000) (9,019,000)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (13,763,000) (48,019,000)
------------ ------------
FINANCING ACTIVITIES:
Proceeds from mortgage notes payable and notes
payable to banks 45,008,000 45,000,000
Principal payments on mortgage notes payable
and notes payable to banks (25,986,000) (3,233,000)
Costs paid in connection with mortgage financing (2,328,000) (698,000)
Cash dividends paid (7,437,000) (7,307,000)
Issuance of shares pursuant to stock
options/ownership plans 74,000 125,000
Purchases of treasury shares (3,642,000) ---
Minority interest in real estate
partnerships 15,000 31,000
------------ ------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 5,704,000 33,918,000
------------ ------------
Net increase (decrease) in cash and cash
equivalents (529,000) (5,183,000)
Cash and cash equivalents at
beginning of year 1,423,000 6,299,000
------------ ------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 894,000 $ 1,116,000
============ ============
See notes to consolidated financial statements.
5
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION: The accompanying consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) necessary for a fair presentation have been
included. Operating results for the nine-month period ended September 30, 1995,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1995. The consolidated balance sheet at December 31, 1994,
has been derived from the audited consolidated financial statements at that
date, but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Sizeler Property Investors, Inc. Annual Report
on Form 10-K for the year ended December 31, 1994.
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of Sizeler Property Investors, Inc. and its majority-owned subsidiaries
and partnerships (the "Company"). All significant intercompany transactions and
accounts have been eliminated in consolidation.
REAL ESTATE INVESTMENTS: Real estate investments are carried at cost.
Depreciation of buildings and improvements is provided by the straight-line
method over the estimated useful lives of the assets, ranging from ten to forty
years. Maintenance and repairs are expensed in the period incurred.
INVESTMENT IN REAL ESTATE PARTNERSHIP: An investment in a partnership for which
the Company owns a 50% interest is accounted for by use of the equity method.
RENTAL INCOME: Rental income includes rents from shopping center and apartment
properties. Minimum rents from shopping center leases are accounted for ratably
over the term of the lease. Percentage rents are recognized based upon tenant
sales that exceed specified levels. Tenant reimbursements are recognized as the
applicable services are rendered or related expenses incurred.
INCOME TAXES: The Company has elected to be taxed as a real estate investment
trust (REIT) under the Internal Revenue Code and intends to maintain its
qualification as a REIT in the future. Accordingly, no provision for federal or
state income taxes was made.
A real estate investment trust is required to distribute to shareholders at
least 95% of its ordinary taxable income. Taxable income differs from net
income for financial reporting purposes principally because of differences in
the method and timing of depreciation of the properties.
EARNINGS PER SHARE: Primary earnings per share is based upon the weighted
average number of shares outstanding. The weighted average number of shares
outstanding were 8,557,000 and
6
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
NOTE A -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
8,912,000 for the three months ended September 30, 1995 and 1994, respectively,
and 8,757,000 and 8,908,000 for the nine months ended September 30, 1995 and
1994, respectively.
Fully-diluted per share amounts are similarly computed, but include the effect,
when dilutive, of the Company's common stock equivalents. The Company's
outstanding debentures and options are excluded in these calculations for 1995
and 1994, due to their antidilutive effect.
NOTE B -- MORTGAGE NOTES PAYABLE
The Company's mortgage notes payable are secured by certain land, buildings, and
improvements. The respective book values of the mortgaged properties and
related mortgage balances at September 30, 1995, are as follows:
Interest Maturity Book Mortgage
Rate Date Value Balance
- ---------- ------------- ------------ -----------
9.75% Sept. 1, 1996 $ 4,597,000 $ 3,478,000
9.00% Mar. 1, 1997 3,372,000 2,238,000
10.88% Dec. 1, 1999 4,556,000 3,569,000
9.47% Feb. 1, 2000 18,778,000 12,025,000
9.47% Feb. 1, 2000 12,230,000 7,800,000
8.35% May 1, 2000 27,724,000 16,000,000
8.25% July 1, 2000 10,553,000 6,868,000
----------- -----------
$81,810,000 $51,978,000
=========== ===========
NOTE C -- ISSUANCE OF COMMON STOCK AND CONVERTIBLE SUBORDINATED DEBENTURES
On March 7, 1994, the Company filed a shelf Registration Statement (Form S-3)
with the Securities and Exchange Commission, pursuant to which it may offer for
sale, from time to time, convertible subordinated debentures, preferred stock,
or common stock, with a cumulative public offering price of up to $150 million.
To date, no securities have been issued pursuant to this Registration.
7
Financial Information (continued)
RESULTS OF OPERATIONS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994.
Operating revenue from all properties in the portfolio for the quarter ended
September 30, 1995, compared to 1994, increased $852,000 (9%), due principally
to newly-acquired properties ($582,000), and, to a lesser extent, higher rental
rates and higher average occupancies at properties which were a part of the
Company's portfolio during both comparative periods ($270,000). Revenue from
shopping centers and apartments increased $359,000 and $493,000,
respectively. At September 30, 1995, the Company's shopping center and
apartment properties were 95% and 97% leased, respectively. Operating expenses
increased $529,000 (9%); income from operations increased $323,000 (8%). The
reported increases in operating expenses and income from operations were due
principally to newly-acquired properties.
Interest expense increased $668,000 for the quarter ended September 30, 1995,
compared to that of 1994, attributable to the following: (1) an increase of
$507,000 in mortgage interest expense resulting from mortgage financing
completed in the first quarter of 1995 ($19.8 million principal amount at
9.47%); and mortgage financing completed in the second quarter of 1995 ($16.0
million principal amount at 8.35%), offset by a reduction in mortgage interest
expense resulting from repaying $22.8 million mortgage debt during the third
quarter of 1995; and (2) an increase of $161,000 of interest expense on bank
debt (average bank borrowings were approximately $47.0 million and $39.3
million, with an average rate of interest of 7.7% and 7.5% for the third quarter
of 1995 and 1994, respectively).
Net income decreased between the quarters ended September 30, 1995 and 1994, in
the aggregate and on a per-share basis, principally attributable to increased
depreciation expense and higher interest expense resulting from increased
borrowings relative to the Company's additional investment in real
estate properties.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994.
Operating revenue from all properties in the portfolio for the nine months
ended September 30, 1995, compared to the same period in 1994, increased $5.54
million (21%), due principally to newly-acquired properties and, to a lesser
extent, higher rental rates and higher average occupancies at properties which
were a part of the portfolio during both comparable periods. Revenue from
shopping centers and apartments increased $3.35 million and $2.19 million,
respectively. Operating expenses increased $3.93 million (26%); and income
from operations increased $1.62 million (15%). Administrative expenses
increased $134,000 between the respective periods, primarily attributable to
increased payroll costs, professional fees, and other administrative costs
associated with the Company's increased portfolio size and capital structure;
otherwise, the reported increases in operating expenses and income from
operations were due principally to newly-acquired properties.
Interest and dividend income decreased $33,000 in the first nine months of
1995, compared to the same period a year ago, due to disposition of
marketable securities in 1994.
Interest expense increased $3.70 million (53%) for the nine-month period ended
September 30, 1995, compared to the same period in 1994, attributable to (1) an
increase of $2.55 million in mortgage interest expense resulting from mortgage
financing completed in the first quarter of 1995 ($19.8 million principal
amount at 9.47%); and mortgage financing completed in the second quarter of 1995
($16.0 million principal amount at 8.35%), offset by a reduction in mortgage
interest resulting from repaying $22.8 million of mortgage debt during the
third quarter of 1995; (2) an increase of $1.15 million of interest expense on
bank debt, due to higher average interest rates on borrowed funds used to
finance new acquisitions (average
8
borrowings were approximately $57.6 million and $26.0 million, with an average
interest rate of 8.2% and 6.8%, for the 1995 and 1994 periods, respectively).
The decrease in net income between 1995 and 1994 is principally attributable to
the same factors described above in the three-month comparison.
LIQUIDITY AND CAPITAL RESOURCES
The primary source of working capital for the Company is net cash provided by
operating activities, from which the Company funds normal operating requirements
and distributions to shareholders. In addition, the Company maintains unsecured
credit lines with commercial banks, which it utilizes to temporarily finance the
cost of portfolio growth, property improvements, and other expenditures.
At the beginning of 1995, the Company had $1.4 million of cash and cash
equivalents and $78 million of bank lines of credit, of which $25 million was
available. During the first nine months of 1995, these lines of credit were
increased to $95 million, of which $32.8 million was available at September 30,
1995.
Net cash flows provided by operating activities decreased $1.4 million in the
first nine months of 1995 compared to 1994. The decrease was primarily
attributable to the reduction in net income, offset by increased depreciation
expense, as a result of the factors described in the previous section.
Net cash flows used in investing activities decreased $34.3 million in 1995
from 1994. This decrease is attributable to a reduction in the Company's
property acquisition program during the first nine months of 1995 compared to
1994. In January 1995, the Company acquired an apartment property in Pensacola,
Florida, at a cost of $4.75 million. During the first nine months of 1994 the
Company acquired additional land adjoining a retail shopping center for $1.8
million; an apartment property for $27.6 million; and a retail shopping mall,
net of debt assumed, for $11.4 million.
Net cash flows provided by financing activities decreased $28.2 million in 1995
from 1994, primarily attributable to a reduction in incremental borrowings
related to the Company's acquisition program as described above. During the
first nine months of 1995, the Company mortgaged four of its apartment
properties, three of which were for a combined loan amount of $19.8 million, and
one for a loan amount of $16.0 million, at fixed rates of interest of 9.47% and
8.35%, respectively. Proceeds from the financings were used to pay down
outstanding borrowings from the Company's bank lines of credit and to fund
investing activities and other cash requirements. In connection with these
mortgage financings, the Company paid $2.3 million in debt issuance costs and
mortgage escrow deposits during 1995. Also during the first nine months of 1995,
the Company paid off mortgage loans encumbering four of its properties,
totalling $25.8 million.
As of September 30, 1995, eight of the Company's properties, comprising
approximately 30% of its gross investment in real estate, were subject to a
total of $52.0 million in mortgage debt, all of which bears fixed rates of
interest for fixed terms. Subsequent to the third quarter of 1995, the Company
completed mortgage financing on five of its apartment properties for a combined
loan amount of $16.4 million, at a fixed rate of interest of 7.7%. The proceeds
from this financing were used to pay down borrowings from the Company's bank
lines of credit. In November 1995, the Company entered into an agreement to
refinance $19.8 million of its existing mortgage debt, whereby the rate of
interest on this debt will be reduced from 9.47% to 7.44%.
In February 1995, the Company announced that its Board of Directors authorized
a program for the repurchase of up to $10 million of its common stock and
convertible subordinated debentures. Pursuant to this program, the Company
acquired 372,400 shares of its common stock, at a cost of $3,642,000, during the
first nine months of 1995.
The Company anticipates that its current cash balance, operating cash flows and
borrowings (including borrowings under its lines of credit) will be adequate to
fund the
9
Company's future (i) operating and administrative expenses, (ii) debt service
obligations, (iii) distributions to shareholders, (iv) capital improvements, and
(v) normal repair and maintenance expenses at its properties.
The Company's current dividend policy is to pay quarterly dividends to
shareholders, based upon, among other factors, funds from operations. Because
funds from operations excludes the deduction of non-cash charges, principally
depreciation and non-operating items, quarterly dividends will typically be
greater than net income and may include a tax-deferred return of capital
component. On November 2, 1995, the Company's Board of Directors declared a
cash dividend with respect to the period July 1, 1995 through September 30,
1995, of $.28 per share, payable on December 6, 1995, to shareholders of record
as of November 22, 1995.
FUNDS FROM OPERATIONS
Funds from operations is defined by the Company as net income, excluding gains
(or losses) from sales of property and other non-operating extraordinary items,
plus depreciation, and after adjustments for unconsolidated partnerships to
reflect funds from operations on the same basis. Funds from operations does not
represent cash flows from operations as defined by generally accepted accounting
principles, nor is it indicative that cash flows are adequate to fund all cash
needs. Funds from operations is not to be considered as an alternative to net
income as defined by generally accepted accounting principles or to cash flows
as a measure of liquidity. Real estate industry analysts utilize the concept of
funds from operations as an important analytical measure of a REIT's financial
performance. The Company considers funds from operations in evaluating its
operating results, and its dividend policy is also based, in part, on the
concept of funds from operations.
For the quarter ended September 30, 1995, funds from operations totalled $2.8
million, an increase of $22,000 (1%), and for the nine months ended September
30, 1995, $8.2 million, a decrease of $501,000 (5.8%) over the same respective
periods in 1994. During the first nine months of 1995, funds from operations
was affected by several factors, as described above. The operating performance
of the Company's real estate properties experienced overall income growth in
line with the Company's expectations. However, rising interest rates, combined
with a higher level of borrowings, resulted in increased interest expense, and a
negative impact on 1995 funds from operations.
EFFECTS OF INFLATION
Substantially all of the Company's retail leases contain provisions designed to
provide the Company with a hedge against inflation. Most of the Company's
retail leases contain provisions which enable the Company to receive percentage
rentals based on tenant sales in excess of a stated breakpoint and/or provide
for periodic increases in minimum rent during the lease term. Also, the
majority of the Company's retail leases are for terms of less than ten years,
which allows the Company to adjust rentals to changing market conditions. In
addition, most retail leases require tenants to contribute towards property
operating expenses, thereby reducing the Company's exposure to higher costs
caused by inflation. Apartment leases are written for short terms, generally six
to twelve months.
10
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no pending legal proceedings to which the Company is a
party or to which any of its properties is subject, which in the
opinion of management has resulted or will result in any materially
adverse effect on the financial position of the Company.
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) Exhibits
27. Financial Data Schedule.
(b) Reports on Form 8-K
None.
11
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.
SIZELER PROPERTY INVESTORS, INC.
(Registrant)
BY: /s/ John J. Gilluly, Jr.
--------------------------------------
John J. Gilluly, Jr.
Vice President/Treasurer
Principal Financial and
Accounting Officer
Date: November 13, 1995
12