SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 23, 1996
PetroCorp Incorporated
(Exact name of registrant as specified in its charter)
Texas 0-22650 76-0380430
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
16800 Greenspoint Park Drive
Suite 300, North Atrium
Houston, Texas 77060-2391
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 875-2500
Not applicable
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The following financial statements of Millarville Oil & Gas, Ltd. are
attached as part of this report.
Report of Chartered Accountants
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Income and Deficit for the years ended December
31, 1995 and 1994
Consolidated Statements of Changes in Financial Position for the years
ended December 31, 1995 and 1994
Notes to Consolidated Financial Statements for the years ended December
31, 1995 and 1994
Unaudited Consolidated Balance Sheet as of September 30, 1996
Unaudited Consolidated Statements of Income and Deficit for the nine months
ended September 30, 1996 and 1995
(B) PRO FORMA FINANCIAL INFORMATION.
The following pro forma financial information of PetroCorp Incorporated is
attached as part of this report.
Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 1996
Unaudited Pro Forma Consolidated Statement of Operations for the nine
months ended September 30, 1996
Unaudited Pro Forma Consolidated Statement of Operations for the twelve
months ended December 31, 1995
1
[LETTERHEAD OF BDO DUNWOODY APPEARS HERE]
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Auditors' Report
- --------------------------------------------------------------------------------
To the Shareholders
Millarville Oil and Gas Ltd.
We have audited the consolidated balance sheet of Millarville Oil and Gas Ltd.
as at December 31, 1995 and the consolidated statements of income and deficit
and changes in financial position for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 1995
and the results of its operations and the changes in its financial position for
the year then ended in accordance with generally accepted accounting principles.
/s/ BDO DUNWOODY
Chartered Accountants
Calgary, Alberta
April 4, 1996
2
MILLARVILLE OIL AND GAS LTD.
CONSOLIDATED BALANCE SHEET
- --------------------------------------------------------------------------------
December 31 1995 1994
Restated
(Note 1(a))
- --------------------------------------------------------------------------------
ASSETS
Current
Cash and term deposits $ 6,550,450 $ 8,671,429
Accounts receivable 849,653 1,008,550
Prepaid expenses 8,712 3,839
------------- -------------
7,408,815 9,683,818
Long term investment - 319,176
Other asset (Note 1(f)) 106,735 181,023
Property and equipment (Note 3) 12,654,446 11,491,095
------------- -------------
$ 20,169,996 $ 21,675,112
- -------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Accounts payable $ 499,216 $ 838,764
Due to related parties (Note 4) 160,000 517,033
Current portion of bank loan - 480,000
------------- -------------
659,216 1,835,797
Site restoration 133,752 63,692
Long term debt - 815,014
Deferred taxes 166,300 166,300
Share capital (Note 5) 20,202,822 20,026,878
Deficit (992,094) (1,232,569)
------------- -------------
$ 20,169,996 $ 21,675,112
- --------------------------------------------------------------------------------
Approved on behalf of the Board:
__________________________________Director
__________________________________Director
3
The attached notes are an integral part of these financial statements.
MILLARVILLE OIL AND GAS LTD.
CONSOLIDATED STATEMENT OF INCOME AND DEFICIT
- --------------------------------------------------------------------------------
For the year ended December 31 1995 1994
- --------------------------------------------------------------------------------
Revenue
Oil and gas sales, net of royalties $ 4,880,594 $ 3,408,174
Alberta royalty tax credit 390,977 218,744
Interest 492,711 1,744
------------- -------------
5,764,282 3,628,662
------------- -------------
Expenses
Operating 2,023,928 1,323,536
General and administrative 946,172 408,945
Interest on long-term debt 76,916 183,292
Amortization and depletion 2,235,000 1,155,947
------------- -------------
5,282,016 3,071,720
------------- -------------
Income from operations 482,266 556,942
Other
Loss on sale of investments (48,996) -
------------- -------------
Income before taxes 433,270 556,942
------------- -------------
Income taxes (recovery)
Current 372,939 99,652
Utilization of loss carryforwards (180,144) (72,680)
Deferred - 166,300
------------- -------------
192,795 193,272
------------- -------------
Net income for the year 240,475 363,670
Deficit, beginning of year (1,232,569) (1,596,239)
------------- -------------
Deficit, end of year $ (992,094) $ (1,232,569)
- --------------------------------------------------------------------------------
4
The attached notes are an integral part of these financial statements.
MILLARVILLE OIL AND GAS LTD.
CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION
- --------------------------------------------------------------------------------
For the year ended December 31 1995 1994
Restated
(Note 1(a))
- --------------------------------------------------------------------------------
Operating activities
Operations
Net income for the year $ 240,475 $ 363,670
Items not involving cash
Depletion and amortization 2,235,000 1,155,947
Loss on sale of investments 48,996 -
Deferred taxes - 166,300
------------ -------------
Cash flow from operations 2,524,471 1,685,917
Utilization of loss carryforwards 74,288 -
Changes in non-cash working capital (185,963) (1,028,397)
------------ -------------
2,412,796 657,520
------------ -------------
Financing activities
Issue of common shares 176,553 1,527,919
Issue of common shares on acquisition of
notes receivable (Note 2) - 8,617,000
Acquisition of notes receivable of
subsidiary (Note 2) - (8,617,000)
Bank loan (1,295,014) 1,295,014
Advances from related parties (357,033) 517,033
------------ -------------
(1,475,494) 3,339,966
------------ -------------
Investing activities
Property and equipment (3,328,290) (626,514)
Acquisition of Millarville Oil and Gas
(1991) Ltd. (Note 2) - 8,671,429
Acquisition of Ethos Energy Inc. - (3,381,108)
Acquisition of WPC Petroleum Consulting
Ltd. - (120,958)
Sale of investment 270,009 -
------------ -------------
(3,058,281) 4,542,849
------------ -------------
Change in cash (2,120,979) 8,540,335
Cash beginning of year 8,671,429 131,094
------------ -------------
Cash end of year $ 6,550,450 $ 8,671,429
- --------------------------------------------------------------------------------
5
The attached notes are an integral part of these financial statements.
MILLARVILLE OIL AND GAS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1995
- --------------------------------------------------------------------------------
1. Significant Accounting Policies
-----------------------------------------------------------------------------
The following is a summary of the significant accounting policies of the
Company:
(a) Basis of presentation
The consolidated financial statements include the accounts of the
Company and it's wholly-owned subsidiary Millarville Oil & Gas (1991)
Ltd. ("Mill 91"). Millarville Oil & Gas Ltd. amalgamated with its wholly
owned subsidiaries Ethos Energy Inc., Resources West Ltd., and WPC
Petroleum Consulting Ltd., on April 30, 1995.
During 1995 the Company finalized a share purchase agreement effective
September 1, 1994 to purchase Mill 91. As a result the prior year's
financial statements have been restated to include the operations of
Mill 91 from the date of acquisition.
(b) Oil and gas properties
The Company follows the full cost method of accounting for its oil and
natural gas properties, wherein all costs related to the exploration and
development of oil and gas reserves are initially capitalized. Costs
capitalized include land acquisition costs, geological and geophysical
expenditures, rentals on undeveloped properties, costs of drilling
productive and non-productive wells, together with overhead and interest
directly related to exploration and development activities. Proceeds on
minor property sales are credited to the net book value of the property
and equipment. Gains or losses are not recognized upon disposition of
oil and natural gas properties unless such disposition would
significantly alter the rate of depletion and amortization.
Costs capitalized in the cost centres are depleted using the composite
unit-of-production method based on proven oil and gas reserves as
determined by independent engineers. A conversion ratio of 10:1 was
used to convert gas reserves to equivalent oil reserves.
In applying the full cost method, the Company performs a ceiling test
which restricts the capitalized costs less accumulated depletion and
amortization from exceeding an amount equal to the estimated
undiscounted value of future net revenues from proven oil and gas
reserves, based on current prices and costs, and after deducting
estimated future costs of site restoration and removal, general and
administrative expenses and income taxes. In calculating the above
ceiling test, $1.52 per MCF of gas was used as the current price of gas
and $21.07 per barrel of oil was used as the current price of oil.
(c) Site restoration
The Company accrues for future site restoration costs on the basis of
actual production. The provision is based on management's best estimate
of these future costs allocated on the ratio of actual production to
proved reserves. The current period provision for these costs is
$70,060.
(d) Capital assets and amortization
Capital assets are recorded at cost. Amortization is provided using
the declining balance basis at the following annual rate:
Other fixed assets -25%
(e) Joint activities
Some of the Company's oil and gas exploration and development activities
are conducted jointly with others; the financial statements reflect the
Company's proportionate share in such activities
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6
MILLARVILLE OIL AND GAS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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December 31, 1995
- --------------------------------------------------------------------------------
1. Significant Accounting Policies - Continued
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(f) Other asset
These assets will be charged to income on a basis proportionate to the
tax losses utilized in the period
-----------------------------------------------------------------------------
2. Acquisitions
-----------------------------------------------------------------------------
Effective September 1, 1994 the Company purchased all the shares of
Millarville Oil and Gas (1991) Ltd. based on asset values as at December 31,
1994. The acquisition has been accounted for by the purchase method as
follows:
Cash $ 8,671,429
Current assets 25,713
Current liabilities (299,564)
Long term debt (10,101,005)
------------
(1,703,427)
Undeveloped land 38,400
Purchase price adjustment on debt acquired $ 1,484,005
------------
Other asset
Value attributed to unutilized loss carryforward
balances 181,023
------------
$ 1
------------
Subsequent to this acquisition, the notes payable obtained were acquired from
the creditors of Mill 91 for consideration of 116,965 voting common shares
valued at $5,087,180 and 81,158 non-voting common shares valued at $3,529,820
for a total of $8,617,000.
-----------------------------------------------------------------------------
3. Property and Equipment 1995 1994
-----------------------------------------------------------------------------
Oil and gas properties $ 17,583,491 $ 14,435,205
Other fixed assets 269,053 89,049
------------ ------------
17,852,544 14,524,254
Less accumulated depletion and
amortization (5,198,098) (3,033,159)
------------ ------------
$ 12,654,446 $ 11,491,095
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4. Due to Related Parties
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(a) During 1995 the Company issued 8,935 common shares to settle a related
party balance outstanding of $176,553 for the 1994 acquisition of WPC
Petroleum Consulting Ltd.
(b) The amount of $160,000 is due to Peters & Co. Ltd. for funds advanced in
1994. The amount is non-interest bearing, unsecured and due on demand.
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7
MILLARVILLE OIL AND GAS LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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December 31, 1995
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5. Share Capital
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(a) Authorized
An unlimited number of voting common shares
An unlimited number of non-voting common shares
(b) Issued Number
of shares Amount
Voting common shares
Balance at December 31, 1994 as previously stated $240,394 $ 9,238,585
Issued to acquire note receivable in Mill 91.
(Note 2) 116,365 5,087,180
-------- -----------
Balance as at December 31, 1994, restated 356,759 14,325,765
Issued for settlement of related party debt 8,935 176,553
-------- -----------
Balance at December 31, 1995 365,694 14,502,318
-------- -----------
Non-voting common shares
Balance at December 31, 1994, as previously stated 47,855 2,170,684
Issued to acquire note receivable in Mill 91
(Note 2) 81,158 3,529,820
-------- -----------
Balance as at December 31, 1994, restated, and
1995 129,013 5,700,504
-------- -----------
Total share capital at December 31, 1995 $20,202,822
===========
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6. Income Taxes
-----------------------------------------------------------------------------
As at December 31, 1995, subject to confirmation by income tax authorities,
the Company has the following undeducted tax pools:
Cumulative Canadian Exploration
Expenses $ 164,403
Cumulative Canadian Development
Expenses $ 1,071,140
Cumulative Canadian Oil and Gas
Property Expenses $ 4,415,561
Undepreciated Capital Cost $ 2,105,653
Non-capital losses carried forward
for tax purposes available from time
to time until 2000 $ 740,714
These pools are deductible from future income at rates prescribed by the
Canadian Income Tax Act. The potential income tax benefits associated with
the above items have not been recorded in the balance sheet at December 31,
1995 as their ultimate utilization is not certain.
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7. Comparative Figures
-----------------------------------------------------------------------------
Certain comparative figures have been restated to conform to the current
year's presentation.
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8
MILLARVILLE OIL & GAS LTD.
CONSOLIDATED BALANCE SHEET
- --------------------------------------------------------------------------------
ASSETS September 30
1996
(Unaudited)
Currents Assets
Cash and term deposits $ 5,726,930
Accounts receivable 596,466
Prepaid expenses 73,505
------------
6,396,901
Other asset 106,735
Petroleum propeties 14,208,736
------------
$ 20,712,372
- --------------------------------------------------------------------------------
LIABILITIES and SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 146,633
Due to related parties 0
------------
146,633
Site restoration 178,752
Long term debt -
Deferred income taxes 466,300
Share capital 20,202,822
Deficit (282,135)
------------
$ 20,712,372
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9
MILLARVILLE OIL & GAS LTD.
CONSOLIDATED STATEMENT OF INCOME AND DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30
UNAUDITED
- --------------------------------------------------------------------------------
1996 1995
Revenue
Oil and gas sales (net of royalties) $ 3,772,437 $ 3,654,265
Artc 380,930 370,260
Interest 248,903 (43,878)
------------ ------------
4,402,271 3,980,667
------------ ------------
Expenses
Operating 1,172,258 1,461,951
General and administrative 583,563 635,228
Interest on long term debt 16,490 69,198
Depletion and depreciation 1,620,000 1,155,000
------------ ------------
3,392,311 3,321,377
------------ ------------
Income from operations 1,009,959 659,290
Loss on sale of investments 0 0
Income before taxes 1,009,959 659,290
Income taxes
Current 0 117,613
Deferred 300,000 60,000
------------ ------------
300,000 177,613
------------ ------------
Net income for the period 709,959 481,677
Deficit beginning of period (992,094) (1,232,569)
------------ ------------
Deficit end of period $ (282,135) $ (750,892)
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10
The following sets forth the unaudited pro forma consolidated balance sheet of
PetroCorp Incorporated ("PetroCorp" or "the Company") as of September 30, 1996
and the unaudited pro forma consolidated statements of operations for the
Company for the nine months ended September 30, 1996 and the year ended December
31, 1995, after giving effect to the acquisition of Millarville Oil & Gas, Ltd.
("Millarville") pursuant to the terms of a Purchase Agreement (the Acquisition)
dated December 23, 1996, as further described in Item 2 of PetroCorp's Form 8-K
dated December 23, 1996 and filed on January 7, 1997. The unaudited pro forma
consolidated statements of operations for the nine months ended September 30,
1996 and for the twelve months ended December 31, 1995 assume the Acquisition
occurred as of January 1, 1996 and January 1, 1995, respectively, and the
unaudited pro forma consolidated balance sheet assumes the Acquisition occurred
on September 30, 1996.
The following unaudited pro forma consolidated financial statements should be
read in conjunction with the unaudited consolidated financial statements and
notes thereto included in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1996 and the audited consolidated financial
statements and notes thereto included in the Company's Annual Report on Form 10-
K for the year ended December 31, 1995. The pro forma information may not be
indicative of what the financial condition or results of operations of the
Company would have been, had the purchase been completed on the date assumed,
nor is such information necessarily indicative of the financial condition or
results of operations of the Company that may exist in the future. The
adjustments are based upon available information and upon certain assumptions
management believes are reasonable under the circumstances
11
PETROCORP INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(In thousands)
PETROCORP ACQUISITION
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
Current Assets $ 32,801 $ (8,106) (A) $ 24,695
Property, Plant and Equipment, net 86,103 14,654 (B) 100,757
Other Assets, net 305 - 305
--------- -------- --------
Total Assets $119,209 $ 6,548 $125,757
========= ======== ========
Current Liabilities
Accounts Payable and Accrued Liabilities $ 12,145 $ - 12,145
Current Portion of Long-Term Debt 5,607 - 5,607
--------- -------- --------
Total Current Liabilities 17,752 - 17,752
Long Term Debt 32,358 3,658 (C) 36,016
Deferred Taxes and Other Liabilities 5,135 2,890 (D) 8,025
Shareholders' Equity 63,964 - 63,964
--------- -------- --------
Total Liabilities and Stockholders' Equity $119,209 $ 6,548 $125,757
========= ======== ========
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(A) TO RECORD THE CASH PAYMENT TO MILLARVILLE IN CONNECTION WITH THE
ACQUISITION, NET OF THE WORKING CAPITAL PURCHASED FROM MILLARVILLE.
(B) TO RECORD THE PURCHASE PRICE OF THE OIL AND GAS PROPERTIES OBTAINED FROM
MILLARVILLE.
(C) TO RECORD DEBT INCURRED BY PETROCORP IN CONNECTION WITH THE ACQUISITION.
(D) TO RECORD DEFERRED TAXES RELATED TO THE OIL AND GAS PROPERTIES PURCHASED
FROM MILLARVILLE.
12
PETROCORP INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996
(In thousands, except per share amounts)
PETROCORP ACQUISITION
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
Revenues:
Oil and gas $ 20,761 $ 3,046 (A) $ 23,807
Plant processing 1,286 - 1,286
Other 178 - 178
--------- -------- --------
Total revenue 22,225 3,046 25,271
Expenses:
Production costs 4,997 860 (A) 5,857
Depreciation, depletion & amortization 9,165 984 (C) 10,149
Oil & gas property valuation adjustment - - -
General and administrative 3,470 100 (B) 3,570
Other operating expenses 135 - 135
--------- -------- --------
Total Operating Expenses 17,767 1,944 19,711
--------- -------- --------
Income (loss) from operations 4,458 1,102 5,560
Investment and other income 1,685 - 1,685
Interest and other expense (2,612) (159) (D) (2,771)
--------- -------- --------
Income before taxes 3,531 943 4,474
Income tax provision (benefit) 1,127 349 (E) 1,476
--------- -------- --------
Net income (loss) $ 2,404 $ 594 $ 2,998
========= ======== ========
Net income per share $ 0.28 $ 0.07 $ 0.34
Weighted average number of common shares 8,698 8,698 8,698
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(A) TO RECORD THE INCREMENTAL EFFECT OF OIL AND GAS SALES AND THE RELATED
OPERATING EXPENSES FROM PROPERTIES PURCHASED FROM MILLARVILLE.
(B) TO RECORD THE INCREMENTAL EFFECT OF GENERAL AND ADMINISTRATIVE COSTS
ASSOCIATED WITH OPERATING THE PROPERTIES PURCHASED FROM MILLARVILLE.
(C) TO RECORD ADDITIONAL DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSE.
(D) TO RECORD INTEREST EXPENSE RELATING TO THE DEBT INCURRED IN CONNECTION WITH
THE ACQUISITION AT AN EFFECTIVE RATE OF 5.8%.
(E) TO RECORD THE INCREMENTAL TAX EFFECT OF THE ACQUISITION ADJUSTMENTS AT AN
EFFECTIVE TAX RATE OF 37%.
13
PETROCORP INCORPORATED
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED DECEMBER 31, 1995
(In thousands, except per share amounts)
PETROCORP ACQUISITION
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ------------ ---------
Revenues:
Oil and gas $ 24,448 $ 3,866 (A) $ 28,314
Plant processing 1,880 - 1,880
Other 1,037 - 1,037
--------- --------- ----------
Total revenue 27,365 3,866 31,231
Expenses:
Production costs 7,304 1,484 (A) 8,788
Depreciation, depletion & amortization 13,300 1,355 (C) 14,655
Oil & gas property valuation adjustment 8,500 - 8,500
General and administrative 5,544 130 (B) 5,674
Other operating expenses 256 - 256
--------- --------- ----------
Total Operating Expenses 34,904 2,969 37,873
--------- --------- ----------
Income (loss) from operations (7,539) 897 (6,642)
Investment and other income 1,470 - 1,470
Interest and other expense (4,076) (212) (D) (4,288)
--------- --------- ----------
Income before taxes (10,145) 685 (9,460)
Income tax provision (benefit) (608) 253 (E) (355)
--------- --------- ----------
Net income (loss) $ (9,537) $ 431 $ (9,106)
========= ========= ==========
Net income per share $ (1.10) $ 0.05 $ (1.05)
Weighted average number of common shares 8,698 8,698 8,698
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(A) TO RECORD THE INCREMENTAL EFFECT OF OIL AND GAS SALES AND THE RELATED
OPERATING EXPENSES FROM PROPERTIES PURCHASED FROM MILLARVILLE.
(B) TO RECORD THE INCREMENTAL EFFECT OF GENERAL AND ADMINISTRATIVE COSTS
ASSOCIATED WITH OPERATING THE PROPERTIES PURCHASED FROM MILLARVILLE.
(C) TO RECORD ADDITIONAL DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSE.
(D) TO RECORD INTEREST EXPENSE RELATING TO THE DEBT INCURRED IN CONNECTION WITH
THE ACQUISITION AT AN EFFECTIVE RATE OF 5.8%.
(E) TO RECORD THE INCREMENTAL TAX EFFECT OF THE ACQUISITION ADJUSTMENTS AT AN
EFFECTIVE RATE OF 37%.
14
(c) Exhibits.
Exhibit No. Exhibits
- ----------- --------
2* Share Purchase Agreement dated December 13, 1996
between 702056 Alberta Ltd. and Shareholders of
Millarville Oil & Gas Ltd.
23 Consent of Accountants.
99* Press release dated January 7, 1997.
- -----------
*Previously filed.
SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: March 7, 1997 PETROCORP INCORPORATED
(Registrant)
/s/ CRAIG K. TOWNSEND
--------------------------------------
(Signature)
Craig K. Townsend
Vice President-Finance, Secretary
and Treasurer
15
EXHIBIT INDEX
Exhibit No. Exhibits
- ----------- --------
23 Consent of Accountants.
16