SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1999
[ ]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 33-60230
Albion Banc Corp.
(Exact name of registrant as specified in its charter)
Delaware 16-1435160
(State or other jurisdiction (IRS Employer
of incorporation or organization Identification No.)
48 North Main Street, Albion, New York 14411-0396
(Address of principal executive offices) (Zip Code)
(716) 589-5501
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports 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.
X 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.
Class Outstanding as of May 1,1999
Common Stock, $.01 par value 792,163 shares
ALBION BANC CORP.
INDEX
Page
Number
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statement of Financial Condition
March 31, 1999 (unaudited)and December 31, 1998 1
Consolidated Statement of Income (unaudited)
Three months ended March 31, 1999 and 1998 2
Consolidated Statement of Comprehensive Income (unaudited) 3
Three months ended March 31, 1999 and 1998
Consolidated Statement of Cash Flows (unaudited) 4
Three months ended March 31, 1999 and 1998
Notes to Consolidated Financial Information 5-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
Part II. Other Information 13
Signatures 14
ALBION BANC CORP.
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
March 31, December 31,
1999 1998
Assets (unaudited)
Cash and due from banks $ 2,392,838 $ 1,881,421
Federal funds sold 4,160,000 4,670,000
Investment securities:
Available for sale 3,418,043 3,943,816
Held to maturity (fair value of
$4,262,453 and $3,869,466, respectively) 4,268,465 3,821,624
Loans held for sale 122,652 122,912
Loans receivable, net of allowance for loan
losses of $248,000 and $267,000, respectively 60,352,577 58,806,027
Federal Home Loan Bank (FHLB)stock, at cost 563,800 528,800
Premises and equipment, net 2,119,697 2,172,967
Other assets 593,964 522,686
Total Assets $77,992,036 $76,470,253
Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing $ 2,926,590 $ 3,254,054
Interest-bearing 57,262,272 55,866,036
Total deposits 60,188,862 59,120,090
FHLB advances and other borrowings 9,109,286 9,118,734
Advances from borrowers for taxes & insurance 718,759 933,248
Other liabilities 1,494,239 874,705
Total Liabilities $71,511,146 $70,046,777
Shareholders' Equity:
Preferred stock, $.01 par value
500,000 shares authorized, none outstanding
Common stock, $.0033 par value
3,000,000 shares authorized, 792,163 and
792,163 shares issued, respectively 2,649 2,649
Capital surplus 2,414,777 2,410,463
Retained earnings 4,302,819 4,248,716
Unearned ESOP shares (32,909) (35,290)
Accumulated other comprehensive income 15,149 18,533
Treasury stock, 39,105 shares, at cost (221,595) (221,595)
Total Shareholders' Equity 6,480,890 6,423,476
Total Liabilities and Shareholders'
Equity $77,992,036 $76,470,253
The accompanying notes are an integral part of these consolidated financial
statements.
ALBION BANC CORP.
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
Three Months Ended
March 31,
1999 1998
Interest income:
Interest and fees on loans $1,163,826 $1,092,278
Interest on investment securities
and federal funds sold 168,525 225,878
Total interest income 1,332,351 1,318,156
Interest expense:
Interest on deposits 611,981 609,983
Interest on borrowed funds 134,621 141,318
Total interest expense 746,602 751,301
Net interest income 585,749 566,855
Provision for loan losses 21,276 9,000
Net interest income after
provision for loan losses 564,473 557,855
Noninterest income:
Gain on sale of loans and real estate owned 0 11,560
Other noninterest income 77,867 86,546
Total noninterest income 77,867 98,106
Noninterest expense:
Salaries and employee benefits 233,839 218,014
Occupancy expenses 101,285 106,009
Deposit insurance premiums 8,619 8,551
Professional fees 24,707 30,555
Data processing fees 59,964 48,216
Other operating expenses 92,627 76,275
Total noninterest expense 521,041 487,620
Income before income tax expense 121,299 168,341
Income tax expense 44,605 66,100
Net income $ 76,694 $ 102,241
Basic earnings per common share $0.10 $0.14
Diluted earnings per common share $0.10 $0.13
The accompanying notes are an integral part of these consolidated financial
statements.
ALBION BANC CORP.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended
March 31,
1999 1998
Net income $ 76,694 $102,241
Other comprehensive income, net of tax:
Unrealized gains on securities:
Unrealized holding losses arising
during period (3,384) (7,699)
Less: reclassification adjustments for gains
included in net income 0 0
Other comprehensive loss (3,384) (7,699)
Comprehensive income $ 73,310 $ 94,542
The accompanying notes are an integral part of these consolidated financial
statements.
ALBION BANC CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Three Months Ended
March 31,
1999 1998
Cash flows from operating activities:
Net Income $ 76,694 $ 102,241
Depreciation, amortization and accretion 81,988 81,022
Provision for loan losses 21,276 9,000
Net gain on sale of mortgage loans (11,560)
ESOP expense 6,695 11,400
Originations of loans held for sale (732,300)
Proceeds from sale of loans held for sale 811,514
Changes in operating assets and liabilities-
Decrease in other assets (71,278) (35,277)
Increase in other liabilities 622,052 366,489
Net cash provided by operating activities $ 737,427 $ 602,529
Cash flows from investing activities:
Proceeds from maturities of investment securities
held to maturity 547,015 1,625,080
Proceeds from maturities and calls of investment
securities available for sale 512,006 208,488
Purchases of investment securities held to maturity (1,008,750)
Purchases of investment securities
available for sale (1,493,899)
Net (increase)in loans receivable (1,567,826) (1,255,652)
Purchase of FHLB stock (35,000) (28,800)
Purchase of fixed assets (5,699) (9,411)
Net cash used in investing activities (1,558,254) (954,194)
Cash flows from financing activities:
Net increase (decrease)in time deposits 564,938 (1,638,268)
Net increase in non-time deposits 503,834 2,617,596
Proceeds from FHLB and other borrowings 2,000,000
Payment on FHLB advances and other borrowings (9,448) (2,007,697)
Net increase in advances from borrowers for
taxes and insurance (214,489) (224,868)
Proceeds from exercise of stock options 5,651
Dividends paid (22,591) (40,008)
Net cash provided by financing activities 822,244 712,406
Net increase in cash and cash equivalents 1,417 360,741
Cash and cash equivalents at beginning of period 6,551,421 4,389,966
Cash and cash equivalents at end of period $6,552,838 $4,750,707
Cash paid during the period for:
Interest $ 746,602 $ 754,129
Income taxes 100,000 3,000
The accompanying notes are an integral part of these consolidated financial
statements.
ALBION BANC CORP.
NOTES TO CONSOLIDATED FINANCIAL INFORMATION
MARCH 31, 1999
NOTE 1 - BASIS OF PRESENTATION:
The unaudited interim financial information includes the accounts of Albion Banc
Corp. (the "Company"), Albion Federal Savings and Loan Association (the
"Association") and New Frontier of Albion Corp. ("New Frontier"). The financial
information has been prepared in accordance with the Summary of Significant
Accounting Policies as outlined in the Company's Annual Report for the year
ended December 31, 1998, and in the opinion of management, contains all
adjustments necessary to present fairly the Company's financial position as
of March 31, 1999 and December 31, 1998, and its results of operations,its
comprehensive income and cash flows for the three month period ended March
31, 1999 and 1998. All adjustments made to the unaudited interim financial
information were of a recurring nature.
NOTE 2 - COMPREHENSIVE INCOME:
In the first quarter, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for reporting and displaying
comprehensive income and its components. Reclassification of financial
statements for earlier periods provided for comparative purposes is required.
The Company has chosen to disclose comprehensive income in a separate
statement, in which the components of comprehensive income are displayed net
of income taxes. The following table sets forth the related tax effects
allocated to each element of comprehensive for the three months ended March
31, 1999 and 1998:
Three months ended March 31, 1999
Before-tax Tax Net-of-Tax
Amount Expense Amount
Unrealized losses on
securities:
Unrealized holding losses
arising during period $ (5,642) $ 2,258 $ (3,384)
Less: reclassification
adjustment for gains
realized in net income 0 0 0
Net unrealized loss (5,642) 2,258 (3,384)
Other comprehensive loss $ (5,642) $ 2,258 $ (3,384)
Three months ended March 31, 1998
Before-tax Tax Net-of-Tax
Amount Expense Amount
Unrealized losses on
securities:
Unrealized holding losses
arising during period $ (12,759) $ 5,060 $ (7,699)
Less: reclassification
adjustment for gains
realized in net income 0 0 0
Net unrealized loss (12,759) 5,060 (7,699)
Other comprehensive loss $ (12,759) $ 5,060 $ (7,699)
The following table sets forth the components of accumulated other comprehensive
income for the three months ended March 31, 1999 and 1998:
Three Months Ended
March 31,
1999 1998
Beginning balance $18,533 $48,265
Unrealized losses on securities, net (3,384) (7,699)
Ending balance $15,149 $40,566
Note 3 - INVESTMENT SECURITIES AVAILABLE FOR SALE:
The amortized cost and estimated market value of investment securities available
for sale are as follows:
March 31, 1999 December 31, 1998
Amortized Market Amortized Market
Cost Value Cost Value
Mortgage-backed securities $3,392,795 $3,418,043 $3,912,927 $3,943,816
Note 4 - INVESTMENT SECURITIES HELD TO MATURITY:
The amortized cost and estimated market value of investment securities held to
maturity are as follows:
March 31, 1999 December 31, 1998
Amortized Market Amortized Market
Cost Value Cost Value
Mortgage-backed securities $4,268,465 $3,261,203 $3,821,624 $3,869,466
US Government agency securities 1,007,263 1,001,250 0 0
Total $4,268,466 $4,262,453 $3,821,624 $3,869,466
NOTE 5 - LOANS RECEIVABLE:
Loans consist of the following:
March 31, December 31,
1999 1998
Real estate loans:
Secured by one-to-four family residences $50,051,899 $48,043,606
Secured by other properties 1,707,912 1,792,947
Construction loans 854,993 1,588,951
52,614,804 51,425,504
Other loans:
Automobile loans 83,620 93,438
Home improvement loans 7,494,264 7,413,971
Other 747,693 787,351
8,325,577 8,294,760
Less:
Undisbursed portion of loans (419,892) (721,492)
Net deferred loan origination costs 80,088 74,255
Allowance for loan losses (248,000) (267,000)
(587,804) (914,237)
$60,352,577 $58,806,027
NOTE 6 - ALLOWANCE FOR LOAN LOSSES:
An analysis of changes in the allowance for loan losses is as follows:
Three-months ended
March 31,
1999 1998
Balance at beginning of period $267,000 $276,300
Provision expense 21,276 9,000
Charge-offs, net of recoveries (40,276) (12,010)
Balance at end of period $248,000 $273,290
NOTE 7 - EARNINGS PER SHARE:
Earnings per share was calculated as follows:
Three-months ended
March 31, 1999
Per-Share
Income Shares Amount
Basic EPS $ 76,694 742,962 $ .10
Effective of Dilutive Securities:
Options 27,531
Diluted EPS $ 76,694 770,493 $ .10
Three-months ended
March 31, 1998
Per-Share
Income Shares Amount
Basic EPS $102,241 738,673 $ .14
Effective of Dilutive Securities:
Options 32,802
Diluted EPS $102,241 771,475 $ .13
ALBION BANC CORP.
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1999
Financial Condition
Total assets of Albion Banc Corp. were $78.0 million as of March 31, 1999, an
increase of $1.5 million or 2.0% over total assets as of December 31, 1998.
Deposits, the Company's primary source of funds, increased $1.1 million or 1.8%
to $60.2 million at March 31, 1999. Borrowings from the Federal Home Loan Bank
of New York were $9.0 million at March 31, 1999,unchanged from the $9.0 million
at December 31, 1998.
Investment securities available for sale, primarily mortgage-backed securities,
decreased from $3.9 million at December 31, 1998 to $3.4 million at March 31,
1999. This decrease can be attributed to the normal principal paydowns of this
type of security during the first quarter.
Investment securities held to maturity, primarily mortgage-backed securities and
U.S. agency securities increased from $3.8 million at December 31, 1998 to $4.3
million at March 31, 1999. This increase can be attributed to the purchase of a
U.S. agency security of $1.0 million offset by the normal principal paydowns of
mortgage-backed securities during the quarter.
Total loans receivable as of March 31, 1999 were $60.6 million, an increase of
$1.5 million over total loans at December 31, 1998. The majority of this
increase occurred in real estate loans, primarily one-to-four family properties.
Real estate loans secured by one-to-four family properties increased by $3.0
million while real estate loans secured by other properties, including
construction loans as of March 31, 1999, decreased by $.8 million during the
period.
The Company's shareholders' equity increased $57,414 or 1.0%, from $6,423,476 at
December 31, 1998 to $6,480,890 at March 31, 1999. This increase is due
primarily to earnings in the first quarter and the resulting increase in equity,
offset by cash dividends on common stock of $22,591. The Company's equity as a
percentage of total assets at March 31, 1999 was 8.3% and exceeded all
regulatory requirements.
Liquidity measures the ability of the Company to meet its maturing obligations
and existing commitments, to withstand fluctuations in deposit levels, to fund
its operations and to provide for customers credit needs. The Company's
principal sources of funds are customer deposits, advances from the Federal Home
Loan Bank of New York and principal and interest payments on loans,
mortgage-backed securities and investments. Under current federal
regulations, Albion Federal is required to maintain specified liquid assets
in an amount equal to at least 4% of its net withdrawable liabilities plus
short-term borrowings. The Company has generally maintained liquidity levels
well above those required by regulation. At March 31, 1999, the
Association's liquidity ratio was 22.4%, exceeding the minimum required.
Federal funds sold at March 31, 1999 amounted to $4,160,000. These funds are
available immediately to meet upcoming obligations. During the period, the
Company did not sell any investments prior to maturity and did not transfer
any securities between its available for sale and held to maturity categories.
Market Risk
The Company measures its interest rate risk (IRR) in terms of the Company's Net
Portfolio Value (NPV) sensitivity to changes in interest rates. NPV is the
difference between incoming and outgoing discounted cash flows from assets,
liabilities and off balance sheet contracts. The Company measures the change to
the NPV as a result of a hypothetical 200 basis point (bp) change in market
interest rates.
Management reviews the IRR measurements on a quarterly basis. In addition to
monitoring selected measures on NPV, management also monitors effects on net
interest income resulting from increases or decreases in rates. This measure is
used in conjunction with NPV measures to identify excessive interest rate risk.
The Company's NPV at March 31, 1999 was not materially different from the
disclosure at December 31, 1998.
Comparison of Operating Results for the Three Months Ended March 31, 1999 and
1998.
Net Income. Net income of $76,694 for the three months ended March 31, 1999
represents a decrease of $25,547 from the $102,241 earned in the comparable
period ended March 31, 1998.
Net Interest Income. Net interest income increased to $585,749 for the three
months ended March 31, 1999, up 3.3% from $566,855 earned during the three month
period ended March 31, 1998. This increase is due primarily to growth in the
balance sheet, primarily real estate loans. The Company's net interest margin
declined during the quarter; however the increase in loan volume offset the
decline. Total interest income increased 1.1% or $14,195 during the period
while total interest expense decreased 0.6% or $4,699.
Provision for Loan Losses. The provision for possible loan losses, the charge
to earnings for potential credit losses associated with lending activities, was
$21,276 for the three months ended March 31, 1999, an increase of $12,276 from
the comparable period in 1998. The increase in the provision during the period
was due primarily to the deterioration in credit quality of three one-to-four
family properties. Management charges earnings for an amount necessary to
maintain the allowance for possible loan losses at a level considered adequate
to absorb potential losses in the loan portfolio. The level of the allowance is
based on management's evaluation of individual loans, past loan loss experience,
the assessment of prevailing conditions and anticipated economic conditions and
other relevant factors. The allowance for possible loan losses of the
Association at March 31, 1999 was $248,000 or .41% of total loans, compared to
$267,000, or .45% of total loans at December 31, 1998. The level of
nonperforming assets decreased from $262,243 at December 31, 1998 to $226,766 at
March 31, 1999. Also, the ratio of allowance for loan losses to nonaccual loans
and real estate owned was 109.0% at March 31, 1999 as compared to 101.8% at
December 31, 1998. Although the Association believes its allowance for loan
losses is at a level which it considers to be adequate to provide for losses,
there can be no assurances such losses will not exceed the estimated amounts.
Noninterest Income. Noninterest income for the three month period ended March
31, 1999 was $77,867 compared with $98,106 during the same period in the prior
year. This decrease is attributable to a decline in the number of real estate
loans sold during the quarter as compared to the same period last year and
therefore a decrease in the gains on the sale of such loans. Also, fees from
New Frontier of Albion Corp declined primarily to slow annuity sales due to the
low interest rate environment.
Noninterest Expense. Noninterest expense for the three month period ended March
31, 1999, was $521,041, an increase of 6.9% from the $487,620 recorded for the
same period in the prior year. This increase is primarily the result of
increases in the following: salaries and employee benefits of $15,825 or 7.3%;
data processing fees of $11,748 or 24.4% and other operating expenses of $16,352
or 21.4%. These increases were partially offset by decreases in the following:
occupancy expenses of $4,724 or 4.5% and professional fees of $5,848 or
19.1%. These increases were primarily the result of inflationary increases
in salaries and employee benefits, software maintenance fees, telephone
banking and debit card expenses and real estate owned.
Income Taxes. The provision for income taxes decreased to $44,605 for the three
months ended March 31, 1999 from $66,100 for the three months ended March 31,
1998. This decrease is attributable to decreased income before income taxes and
therefore less income taxes.
Year 2000 Issues.
The year 2000 problem("Y2K"), which is common to most companies, concerns the
inability of information systems, primarily computer software programs, to
properly recognize and process date sensitive information as the year 2000
approaches. The Y2K issue affects the entire banking industry because of it's
reliance on computers and other equipment that use computer chips and may have
significant effects on banking customers, bank regulators and the general
economy.
In 1997, management of the Company established a Y2K Plan to prevent or mitigate
adverse effects of the Y2K issue on the Company and its customers. Goals of the
Y2K Plan include; identifying risks, testing data processing and other systems
and equipment used by the Company, informing customers of Y2K issues and risks,
establishing a contingency plan for operating if Y2K issues cause important
systems or equipment to fail, implementing changes necessary to achieve Y2K
compliance and verifying that these changes are effective. The Board of
Directors reviews progress under the plan each quarter.
Management designed the Y2K Plan to comply with the requirements for Y2K efforts
established by the Office of Thrift Supervision, the primary federal regulator
of the Company. The Office of Thrift Supervision has performed Y2K examinations
of the Company's Y2K Plan and the Company's progress in implementing the plan.
Federal regulations prevent the Company from disclosing the results of Y2K
examinations by banking regulators. The examinations do not represent approval
or certification of a Company's Y2K plans or efforts.
The Company continues to implement the Y2K Plan. The Company has met its Y2K
goals to date and believes that it will continue to meet the goals of the Y2K
Plan. As of March 31, 1999, the Company had completed an assessment of its
systems to identify the systems that could be affected by the Y2K issue, had
implemented its customer awareness program, had developed a Y2K contingency plan
and was in the process of testing and implementing necessary changes in hardware
and software. The Company expects to complete it's Y2K Plan by June 30, 1999.
The Y2K contingency plan calls for the Company to manually process bank
transactions and to use other data processing methods in the event that the Y2K
effort of the Company and its data service providers are not successful. Delays
in processing banking transactions would result if the Company were required to
use manual processing or other methods instead of its normal computer
processes. These delays could disrupt the normal business activities of the
Company and its customers. The Company must assure that the computer systems
it uses to process transactions are Y2K ready in order to avoid these
disruptions.
All of the Company's applications used in operations are purchased from outside
vendors. These vendors are responsible for maintenance of their systems and
modifications to become year 2000 compliant. In June 1997, the Company
converted its data processing to an in-house client-server system, which is
reported to be year 2000 compliant. The supplier of the software has performed
extensive testing and has assured the Company that it is year 2000 compliant.
At the time of the data processing conversion, the majority of the Company's
computer hardware was upgraded to meet the new system requirements and meet year
2000 compliance. The Company and the supplier are in the process of testing
hardware and software and will continue to do so into the year 2000. The
Company's plan includes obtaining certification from third parties and testing
all of the impacted applications.
At this time, the Company believes that the cost of resolving Y2K issues will
not be material to the Company's business, operations, liquidity, capital
resources or financial condition, based on information developed to date and
communications from data processing suppliers. The Company estimates that its
total cash outlays in connection with Y2K compliance will be approximately
$20,000, excluding costs of Company employees involved in Y2K compliance
activities. As of March 31, 1999, the Company had expensed approximately
$12,000 towards Y2K compliance. To the extent that costs are incurred related
to the year 2000 problem, they will be expensed.
Although the Company has completed an assessment of Y2K effects on its current
commercial lending and other customers, the actual effects on individual,
corporate and governmental customers of the Company and on governmental
authorities that regulate the Company and its subsidiaries and any resulting
consequences to the Company, cannot be determined with any assurance. The
Company's belief that it and its primary suppliers of data processing services
will achieve Y2K compliance, are based on a number of assumptions and on
statements made by third parties and are subject to uncertainty. The Company
also is not able to predict the effects, if any, on the Company, financial
markets or society in general of the public's reaction to Y2K. Because of this
uncertainty and reliance upon assumptions and statements of third parties, the
Company cannot be assured that the results of its Y2K Plan will be achieved.
Management believes, however, that the Company will be able to accomplish its
Y2K goals and that the Company will be able to continue providing financial
services to its customers into the year 2000 and beyond.
New Accounting Pronouncement. In June 1998, the Financial Accounting Standards
Board issued (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, including derivative instruments embedded in other
contracts and for hedging activities. The Company does not currently hold
derivative financial instruments covered by this Statement and therefore, does
not believe it will have a material impact on the Company upon adoption.
PART II - OTHER INFORMATION
Item 1. Legal proceedings
Periodically, there have been various claims and lawsuits involving
the Company, mainly as a defendant, such as claims to enforce
liens, condemnation proceedings on properties in which the Company
holds security interests, claims involving the making and servicing
of real property loans and other issues incident to the Company's
business. The Company is not a party to any pending legal
proceedings that it believes would have a material adverse effect
on the financial condition or operation 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
Exhibit 27 - Financial Data Schedule
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.
Albion Banc Corp.
(Registrant)
Dated: May 1, 1999 \s\Jeffrey S. Rheinwald
Jeffrey S. Rheinwald
President and C.E.O.
Dated: May 1, 1999 \s\John S. Kettle
John S. Kettle
Senior VP and Treasurer
Dated: May 1, 1999 \s\Mark F. Reed
Mark F. Reed
Vice President and CFO