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 December 31, 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 1-5129
MOOG INC.
(Exact name of registrant as specified in its charter)
New York State 16-0757636
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
East Aurora, New York 14052-0018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 652-2000
No Change
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
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
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date:
Class Outstanding at February 7, 1996
Class A Common Stock, $1.00 par value 6,051,138 Shares
Class B Common Stock, $1.00 par value 1,597,814 Shares
MOOG INC.
INDEX
Page
No.
PART I. FINANCIAL INFORMATION 3-14
Consolidated Condensed Balance Sheets
December 31, 1995 and September 30, 1995 4
Consolidated Condensed Statements of Operations
Three Months Ended December 31, 1995 and 1994 5
Consolidated Condensed Statements of Cash Flows
Three Months Ended December 31, 1995 and 1994 6
Notes to Consolidated Condensed Financial
Statements 7-8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-14
PART II. OTHER INFORMATION 15
SIGNATURES 16
PART I: FINANCIAL INFORMATION
MOOG INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(dollars in thousands)
Unaudited Audited
As of As of
December 31 September 30
ASSETS 1995 1995
CURRENT ASSETS
Cash and cash equivalents $ 7,748 $ 7,576
Receivables, net 149,345 148,915
Inventories (note 2) 94,788 86,176
Deferred income taxes 17,084 16,816
Prepaid expenses and other current assets 2,425 2,275
_______ _______
TOTAL CURRENT ASSETS 271,390 261,758
PROPERTY, PLANT AND EQUIPMENT, net 137,545 139,131
INTANGIBLE ASSETS, net 19,556 16,310
OTHER ASSETS 7,882 7,758
_______ _______
TOTAL ASSETS $436,373 $424,957
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 9,348 $ 6,606
Current installments of long-term debt
and convertible subordinated debentures 6,747 7,080
Accounts payable 22,770 25,781
Accrued salaries, wages and commissions 19,089 21,065
Contract loss reserves 11,319 12,872
Other accrued liabilities 15,581 11,433
Customer advances 11,425 9,936
_______ _______
TOTAL CURRENT LIABILITIES 96,279 94,773
LONG-TERM DEBT, excluding current
installments 165,767 158,075
LONG-TERM PENSION OBLIGATION 24,499 23,794
OTHER LONG-TERM LIABILITIES 182 430
DEFERRED INCOME TAXES 19,603 19,674
CONVERTIBLE SUBORDINATED DEBENTURES,
excluding current installments 18,000 18,000
MINORITY INTEREST IN SUBSIDIARY COMPANY 1,545 1,575
_______ _______
TOTAL LIABILITIES 325,875 316,321
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY (note 5)
Preferred stock 100 100
Common stock 9,134 9,134
Other shareholders' equity 101,264 99,402
_______ _______
TOTAL SHAREHOLDERS' EQUITY 110,498 108,636
_______ _______
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $436,373 $424,957
======= =======
See accompanying notes to Consolidated Condensed Financial Statements.
MOOG INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)
Unaudited
Three Months Ended
December 31
1995 1994
NET SALES $ 93,233 $ 86,917
OTHER INCOME 518 569
_______ _______
93,751 87,486
_______ _______
COSTS AND EXPENSES
Cost of sales 64,707 61,893
Research and development expenses 4,005 4,153
Selling, general and administrative
expenses 17,814 15,510
Interest expense 3,957 4,387
Foreign exchange (gain) loss (44) 10
Other expenses 86 58
_______ _______
90,525 86,011
_______ _______
EARNINGS BEFORE INCOME TAXES 3,226 1,475
INCOME TAXES 876 291
_______ _______
NET EARNINGS $ 2,350 $ 1,184
======= =======
EARNINGS PER COMMON SHARE $.30 $.15
=== ===
AVERAGE COMMON SHARES OUTSTANDING 7,727,213 7,719,422
========= =========
See accompanying notes to Consolidated Condensed Financial Statements.
MOOG INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(dollars in thousands)
Unaudited
Three Months Ended
December 31
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 2,350 $ 1,184
Adjustments to reconcile net earnings
to net cash used by operating activities:
Depreciation and amortization 4,709 4,803
Provisions for losses 1,137 309
Deferred income taxes (394) 729
Other 17 16
Changes in assets and liabilities
providing (using) cash:
Receivables (968) 2,214
Inventories (8,622) (4,236)
Prepaid expenses and other assets (815) 1,785
Accounts payable and accrued expenses (3,052) (4,070)
Other liabilities 615 71
Accrued income taxes 689 195
Customer advances 1,490 (3,977)
_______ _______
NET CASH USED BY OPERATING ACTIVITIES (2,844) (977)
_______ _______
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Ultra servovalve product line,
net of cash acquired (note 3) (5,012) -
Purchase of property, plant and equipment (2,441) (1,611)
Proceeds from sale of assets 20 110
Other 71 56
_______ _______
NET CASH USED BY INVESTING ACTIVITIES (7,362) (1,445)
_______ _______
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in notes payable 2,463 1,210
Net proceeds from revolving lines of credit 9,091 2,000
Proceeds from issuance of long-term debt - 507
Payments on long-term debt (1,155) (870)
Redemption of convertible subordinated
debentures - (2)
Dividends paid (2) (2)
Proceeds from issuance of treasury stock 14 14
_______ _______
NET CASH PROVIDED
BY FINANCING ACTIVITIES 10,411 2,857
_______ _______
Effect of exchange rate changes on cash (33) (19)
_______ _______
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 172 416
Cash and cash equivalents at
beginning of period 7,576 7,561
_______ _______
Cash and cash equivalents at end of period $ 7,748 $ 7,977
======= =======
See accompanying notes to Consolidated Condensed Financial Statements.
MOOG INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(dollars in thousands except share data)
Unaudited
1. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements fairly present the financial position
of Moog Inc. as of December 31, 1995 and the results of its operations
and cash flows for the three months ended December 31, 1995 and 1994.
The results of operations for the three month period ended
December 31, 1995 are not necessarily indicative of the results
expected for the full year. Certain reclassifications have been made
to conform the 1995 financial statements with the current year
presentation.
2. Inventories are stated at the lower of cost or market using the first-
in, first-out (FIFO) method of valuation. Inventories are comprised
of the following:
December 31 September 30
1995 1995
Raw materials and purchased parts $25,341 $23,028
Work in process 58,363 52,839
Finished goods 11,084 10,309
_______ _______
$94,788 $86,176
====== ======
3. On December 15, 1995 the Company acquired the industrial servovalve
product line assets from Ultra Hydraulics Limited located in the
United Kingdom for $5.2 million in cash. In its latest fiscal year
sales of the industrial servovalve product line were just under $5
million. This product line traces its history back to a license
granted by Moog in the 1950's. Over the past thirty years, the Ultra
product line has benefited from numerous refinements to the original
Moog designs, and has developed a valuable customer network. The
Company plans to operate this business under the trade name Ultra
Servovalves.
4. In addition to the cash flow information provided in the Consolidated
Condensed Statements of Cash Flows, the following supplemental cash
flow data is provided:
Three Months Ended
December 31
1995 1994
Cash paid during the period for:
Interest $2,604 $3,201
Income taxes 853 532
Non cash investing and financing
activities:
Leases capitalized, net of leases
terminated - 25
5. The changes in shareholders' equity for the three months ended
December 31, 1995 are summarized as follows:
Number of Shares
Class A Class B
Preferred Common Common
Amount Shares Stock Stock
PREFERRED STOCK
Beginning and end of period $ 100 100,000
COMMON STOCK
Beginning and end of period 9,134 6,599,306 2,534,817
ADDITIONAL PAID-IN CAPITAL
Beginning of period 47,709
Issuance of Treasury shares
at less than cost (2)
______
End of period 47,707
RETAINED EARNINGS
Beginning of period 64,125
Net earnings 2,350
Preferred stock dividends (2)
______
End of period 66,473
TREASURY STOCK
Beginning of period (17,841) (550,968) (857,103)
Treasury stock issued 16 1,300 -
______ _______ _______
End of period (17,825) (549,668) (857,103)
EQUITY ADJUSTMENTS
Beginning of period 6,158
Foreign currency translation (571)
______
End of period 5,587
LOAN TO SAVINGS AND STOCK
OWNERSHIP PLAN (SSOP)
Beginning of period (749)
Payments received on loan
to SSOP 71
______
End of period (678)
______
TOTAL SHAREHOLDERS' EQUITY $110,498 100,000 6,049,638 1,677,714
======= ======= ========= =========
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OPERATING HIGHLIGHTS
(dollars in thousands)
DOMESTIC CONTROLS manufactures and markets precision control components
primarily for North America.
Three Months Ended
12/31/95 12/31/94
Net sales $ 63,589 $ 62,528
Intersegment sales 3,403 1,959
_______ _______
Total sales $ 66,992 $ 64,487
======= =======
Operating profit $ 7,511 $ 6,326
Net earnings 1,614 1,060
Backlog 197,100 169,437
INTERNATIONAL CONTROLS manufactures and markets precision control
components for industrialized economies in Europe and the Far East.
Three Months Ended
12/31/95 12/31/94
Net sales $ 29,644 $ 24,389
Intersegment sales 4,123 1,132
______ ______
Total sales $ 33,767 $ 25,521
====== ======
Operating profit $ 2,591 $ 1,001
Net earnings 1,035 211
Backlog 44,695 42,234
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OPERATING HIGHLIGHTS
(dollars in thousands)
CONSOLIDATED SALES AND EARNINGS
Three Months Ended
12/31/95 12/31/94
Net sales $ 93,233 $ 86,917
_______ _______
Operating profit 10,102 7,327
_______ _______
Deductions from operating profit:
Interest expense 3,957 4,387
Foreign exchange (gain) loss (44) 10
Other expenses-net 2,457 1,366
Eliminations 506 89
_______ _______
Total deductions 6,876 5,852
_______ _______
Earnings before income taxes 3,226 1,475
Income taxes 876 291
_______ _______
Net earnings $ 2,350 $ 1,184
======= =======
Backlog $241,795 $211,671
======= =======
Operating profit for each segment consists of total revenue less cost of
sales and segment specific operating expenses. In calculating net earnings
for each segment, deductions from operating profit have been charged to the
respective segments by being directly identified with a segment or
allocated on the basis of sales.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion is an analysis of the first quarter of fiscal 1996
compared with the first quarter of fiscal 1995, unless otherwise noted.
Results of Operations
For the first quarter of fiscal 1996, the Company generated net earnings of
$2.4 million, or $.30 per share, compared to $1.2 million, or $.15 per
share, in the first quarter of fiscal 1995. First quarter fiscal 1996
results reflect stronger earnings for both the Domestic and International
Controls segments.
Domestic Controls segment operating profit for the first quarter of fiscal
1996 was $7.5 million, or 11.2% of segment sales. This compares to $6.3
million, or 9.8% of segment sales in the first quarter of fiscal 1995. The
increase is principally due to last year's profits being tempered by
transition costs associated with the 1994 AlliedSignal product line
acquisition.
For the International Controls segment, operating profit in the first
quarter of fiscal 1996 was $2.6 million, or 7.7% of segment sales, compared
to $1.0 million, or 3.9% of segment sales, in the first quarter of 1995.
The principal reasons for the increase were improved performance by the
Company's operations in Germany and Japan. The improvement in both Germany
and Japan reflects increased sales levels for industrial hydraulic
controls.
NET SALES for the first quarter of 1996 were $93.2 million, 7.3% above net
sales of $86.9 million in last year's first quarter. Net sales for the
Domestic Controls segment in the first quarter were $63.6 million, an
increase of 1.7% over $62.5 million a year ago. The Domestic segment sales
increase is principally attributable to the Aircraft Group, particularly
the commercial aircraft product line. Within the Systems Group, sales were
down slightly, principally attributable to the Maverick missile program
offset in part by stronger sales of satellite controls. International
Controls segment sales increased 21.5% to $29.6 million in the current
quarter from $24.4 million in the first quarter of fiscal 1995. The
increase reflects the improved demand for industrial hydraulic controls,
particularly in Europe.
OTHER INCOME was $.5 million in the first quarter of 1996 compared with $.6
million a year ago. Other income generally includes rental income,
interest, gains on sales of equipment, and royalty income.
COST OF SALES for the first quarter of the current year was 69.4% of sales,
compared to 71.2% in the prior year. The improvement is due to the 1996
sales mix including a greater share of higher margin industrial hydraulic
sales related to the International segment, along with the 1995 first
quarter including certain transition related expenses associated with the
1994 AlliedSignal product line acquisition.
RESEARCH AND DEVELOPMENT EXPENSE was $4.0 million, or 4.3% of net sales in
the current quarter, compared to $4.2 million, or 4.8% of net sales in the
first quarter of 1995. The small decrease in absolute terms in R&D in the
quarter reflects a shift towards engineering time spent on both production
and sales related activities.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES were $17.8 million in the
first quarter of 1996, or 19.1% of net sales, compared to $15.5 million, or
17.8% of net sales a year ago. The increase as a percentage of sales
reflects the shift in the sales mix favoring International segment sales
which relate principally to industrial markets. Industrial sales, while
generally higher in gross margins, also typically have greater selling and
administrative support costs.
INTEREST EXPENSE was $4.0 million, or 4.2% of sales, in the current quarter
compared with $4.4 million, or 5.0% of sales in the first quarter of 1995.
The decline in interest expense results from lower average debt levels and
interest rates.
INCOME TAXES - The effective tax rate at December 31, 1995 was 27.2% and
assumes that the 1996 operating results of the Company's German subsidiary
will benefit from available net operating loss carryforwards. These German
tax benefits should be fully utilized during 1996, and the German
subsidiary is expected to be in a tax paying position by the end of the
year. The effective tax rate in the first quarter of 1995 was 19.8% which
assumed a similar tax benefit in Germany.
Financial Condition and Liquidity
Cash used by operating activities was $2.8 million in the first quarter of
fiscal 1996 compared to cash used of $1.0 million in the first quarter of
fiscal 1995. The principal factor contributing to the decline is
increased inventory levels related to significant efforts to reduce lead
times on industrial products.
As of December 31, 1995, the Company has worldwide unused lines of credit
of $46.5 million, plus cash and cash equivalents of $7.7 million. In
comparison, the Company had worldwide unused lines of credit of $56.9
million and cash of $7.6 million at September 30, 1995.
Consolidated assets at December 31, 1995 increased to $436 million compared
with $425 million at September 30, 1995. The increase is principally due
to the acquisition of the industrial servovalve product line assets from
Ultra Hydraulics Limited in December 1995 and increased inventory levels.
Capital expenditures for the first three months of 1996 were $2.4 million
compared with depreciation and amortization of $4.7 million. Capital
expenditures in the first quarter of 1995 were $1.6 million compared with
$4.8 million of depreciation and amortization. Additions to property,
plant and equipment for all of 1996 are expected to remain well below
depreciation and amortization levels.
The Company monitors total debt to equity as a key financial ratio. The
ratio includes short-term and long-term debt and subordinated debentures.
The ratio at December 31, 1995 was 1.81 and at September 30, 1995 was 1.75.
The increase is due to higher debt levels related to the Ultra Servovalve
product line acquisition and increased inventory levels.
Working capital at December 31, 1995 was $175 million compared with $167
million at September 30, 1995. The current ratio was 2.82 at December 31,
1995, compared to 2.76 at September 30, 1995. The increase in working
capital and the current ratio principally relates to increased inventory
levels.
On November 14, 1995, the Company amended its Domestic Revolving Credit and
Term Loan Facilities (the Credit Facilities). The amendment increased the
total facility to $165 million, consisting of a $135 million revolving
credit facility and a $30 million term loan. The term loan is for a six
year period with quarterly payments commencing in October 1996. The
revolving credit facility is for a five year period through October of
2000. The Credit Facilities currently provide for interest at LIBOR plus
1.75%. To provide protection from interest rate increases, the Company has
$100 million of interest rate swap arrangements which have the effect of
converting this amount into fixed rate debt at 8.0%. The swaps expire at
various times from June 1996 through July 1998.
The Credit Facilities, along with a 10 1/4% term note with a remaining
balance of $18.4 million repayable in varying installments through 2001
(the Note), are secured by substantially all of the Company's Domestic
assets, including the common shares of all Domestic and International
subsidiaries. The Credit Facilities and Note include customary covenants
for financing of this nature including interest coverage, payment coverage,
current ratio requirements, maintaining tangible net worth to total
liabilities, and limits on capital expenditures.
General
BACKLOG was $242 million at December 31, 1995 compared with $238 million at
September 30, 1995. Backlog for the Domestic Controls segment was $197
million at December 31, 1995 compared with $196 million at September 30,
1995 and with $169 million at December 31, 1994. The increase in the
Domestic backlog from a year ago relates to new orders principally on the
B-2 program in the Aircraft Controls Group, strong growth related to
existing and new programs in space products, along with higher electrical
drives order levels. International Controls segment backlog was $45.0
million at December 31, 1995 compared with $42.0 million at September 30,
1995 and with $42.2 million at December 31, 1994.
JUNE 1994 ACQUISITION - On June 17, 1994, Moog acquired the hydraulic and
mechanical actuation product lines (the Product Lines) of AlliedSignal Inc.
located in Torrance, California. Mechanical actuators include drive
systems for the leading edge flaps on the F/A-18 C/D, F/A-18 E/F, V-22
Osprey and Boeing 777. Hydraulic actuators include the primary flight
controls for the Boeing 747 and 757 and the Airbus A330 and A340. The
acquisition strengthened Moog's position in the actuation market and
improved utilization of existing manufacturing facilities and overhead
structure. The Product Lines added revenues of approximately $95 million
in 1995.
DECEMBER 1995 ACQUISITION - On December 15, 1995 the Company acquired the
industrial servovalve product line assets of Ultra Hydraulics Limited
located in the United Kingdom for $5.2 million in cash. In its latest
fiscal year, the industrial servovalve product line had worldwide sales of
just under $5 million. This product line traces its history back to a
license granted by Moog in the 1950's. Over the past thirty years, the
Ultra product line has benefited from numerous refinements to the original
Moog designs and has developed a valuable customer network. The Company
plans to operate this business under the trade name Ultra Servovalves.
ENVIRONMENTAL MATTERS - The Company, over the past five years, has been
named as a potentially responsible party (PRP) with respect to three
Superfund sites. The clean up actions with regard to the three Superfund
sites has been completed, and the Company's share of the related costs was
not significant. No further actions have been initiated by Federal or
State regulators. In addition, the Company was notified in August 1993 by
a PRP group at a site related to one of the Superfund sites referenced
above that it will seek contribution from the Company to the extent the PRP
group is responsible for remediation costs. The Company is also in the
process of voluntarily remediating an area identified in 1994 at a Company-
owned facility leased to a third party.
At December 31, 1995, the Company believes that adequate reserves have been
established for environmental issues, and does not expect that these
environmental matters will have a material effect on the financial position
of the Company in excess of amounts previously reserved.
FOREIGN EXCHANGE - The Company's International activities are conducted in
more than ten countries. This generally helps to reduce the level of
exposure of foreign currency movements on operating results.
DEFENSE CONTRACTING ENVIRONMENT - Current industry conditions continue to
represent significant challenges for the Company. Slightly less than half
of the Company's sales are to either the U.S. Government or various foreign
governments for military and space hardware on programs that extend over
many years. The Company shares risks of cancellation as a participant in
these programs similar to the risks assumed by all government contractors.
Many of the Company's products are on the leading edge of new technologies.
Development problems on projects on which the Company is performing under
fixed-price contracts and is unable to recover the additional costs are
part of the risks of being on the forefront of such technology. In this
regard, the Company's risk of technical development and design problems is
similar to other high-technology companies. Since the production of these
products involves highly precise, complex operations and vendor supplied
component parts, a similar risk exists for products in the production
phase.
Continued Government emphasis on audit and investigative activity in the
U.S. Defense Industry presents risks of unanticipated financial exposure
for companies with substantial activity in Government contract work. The
audit process is an on-going one which includes post-award reviews and
audits of compliance with the various procurement requirements. Although
Government regulations provide that under certain circumstances a
contractor may be fined, penalized, have its progress payments withheld or
be debarred from contracting with the Government, the Company does not
anticipate a material financial impact from the various and on-going
procurement reviews. The Company believes that adequate reserves have been
established for any issues on which financial exposure is known and
quantifiable as of December 31, 1995.
The last thirty years have produced a continuing stream of opportunities
for the Company on precision hydraulic servosystems. However, continual
improvements in the power design of electric motors and the current
carrying capacity of controller circuitry continually erode the application
base for hydraulic controls. Recognizing this phenomenon, the Company
broadened its purview and is a supplier of high performance industrial
controls systems rather than just a supplier of components for hydraulic
systems. The industrial world today is shifting to digital control for
increased functionality. The Company plans to provide increasingly
intelligent digital control as part of its electric drive systems and as a
complement to its hydraulic controls. The Company's objective is to offer
the world's most advanced systems capability together with the world's
highest performance hydraulic and electric drives, to manufacture these
products in world class facilities and to present them to markets around
the world through a network of sales and application engineering
subsidiaries.
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.
At the Company's Annual Meeting of
Shareholders held on February 8, 1996, the
nominees to the Board of Directors were re-
elected based upon the following results:
Nominee For Withheld
Class B
Kenneth J. McIlraith 1,536,316 9,916
Joe C. Green 1,534,514 11,718
Class A
Robert T. Brady 5,694,374 12,623
In addition, KPMG Peat Marwick was ratified
to continue as auditors based upon the
following votes: Class A: For, 5,689,255;
Against, 10,784; Abstain, 6,358; Class B:
For, 1,533,157; Against, 4,817; Abstain,
8,258.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits.
None.
b. Reports on Form 8-K.
None.
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.
Moog Inc.
(Registrant)
Date: February 12, 1996 By S/Robert R. Banta/S
Robert R. Banta
Executive Vice President
Chief Financial Officer
(Principal Financial Officer)
Date: February 12, 1996 By S/Donald R. Fishback/S
Donald R. Fishback
Controller
(Principal Accounting Officer)