_________________________________________________________________ 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, 1997 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 identification no.) incorporation or organization) East Aurora, New York 14052-0018 ______________________________________________________________________ (Address of principal executive offices) (Zip code) Telephone number including area code: (716) 652-2000 ________________________________________________________________ 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 The number of shares outstanding of each class of common stock as of February 6, 1998 were: Class A Common Stock, $1.00 par value 7,247,465 shares Class B Common Stock, $1.00 par value 1,599,386 shares _________________________________________________________________ MOOG INC. QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION 3-13 Item 1. Consolidated Condensed Balance Sheets December 31, 1997 and September 27, 1997 3 Consolidated Condensed Statements of Earnings Three Months Ended December 31, 1997 and 1996 5 Consolidated Condensed Statements of Cash Flows Three Months Ended December 31, 1997 and 1996 6 Notes to Consolidated Condensed Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 PART II. OTHER INFORMATION 17 SIGNATURES 18 Part I. FINANCIAL INFORMATION Item 1. Financial Statements MOOG INC. CONSOLIDATED CONDENSED BALANCE SHEETS (dollars in thousands) _________________________________________________________________ Unaudited Audited As of As of December 31, September 27, (dollars in thousands) 1997 1997 ________________________________________________________________ ASSETS CURRENT ASSETS Cash and cash equivalents $ 4,824 $ 6,800 Receivables 162,161 160,054 Inventories (note 2) 102,017 103,866 Deferred income taxes 19,273 18,935 Prepaid expenses and other current assets 5,979 5,052 ------------ ------------ TOTAL CURRENT ASSETS 294,254 294,707 PROPERTY, PLANT AND EQUIPMENT, net 131,877 132,109 GOODWILL, net 48,981 49,626 OTHER ASSETS 13,428 14,121 ------------ ------------- TOTAL ASSETS $ 488,540 $ 490,563 ============ ============= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 2,737 $ 1,323 Current installments of long-term debt 13,965 15,345 Accounts payable 23,652 23,860 Accrued salaries, wages and commissions 24,969 28,747 Contract loss reserves 7,078 8,170 Accrued interest 5,325 7,253 Federal, state and foreign income taxes 6,292 5,419 Other accrued liabilities 11,519 10,439 Customer advances 7,788 6,630 ------------ ------------- TOTAL CURRENT LIABILITIES 103,325 107,186 LONG-TERM DEBT, excluding current installments Senior debt 100,765 101,577 Senior subordinated notes 120,000 120,000 OTHER LONG-TERM LIABILITIES 47,250 47,609 ------------ ------------- TOTAL LIABILITIES 371,340 376,372 ------------ ------------- SHAREHOLDERS' EQUITY (note 4) Preferred stock 100 100 Common stock 9,134 9,134 Other shareholders' equity 107,966 104,957 ------------ ------------- TOTAL SHAREHOLDERS' EQUITY 117,200 114,191 ------------ ------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 488,540 $ 490,563 ============ ============= See accompanying Notes to Consolidated Condensed Financial Statements. MOOG INC. CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (Unaudited) (dollars in thousands except per share data) Three Months Ended December 31, 1997 1996 -------------- -------------- NET SALES $ 126,118 $ 103,850 OTHER INCOME 352 519 ------------ ------------- $ 126,470 $ 104,369 ------------ ------------- COSTS AND EXPENSES Cost of sales 89,110 70,799 Research and development 5,126 4,201 Selling, general and administrative 19,918 19,519 Interest 5,911 5,357 Other expenses 394 267 ------------ ------------- 120,459 100,143 ------------ ------------- EARNINGS BEFORE INCOME TAXES 6,011 4,226 INCOME TAXES 2,104 1,267 ------------ ------------- NET EARNINGS $ 3,907 $ 2,959 ============ ============= NET EARNINGS PER SHARE (note 3) Basic $ .55 $ .42 ============ ============= Diluted $ .53 $ .41 ============ ============= AVERAGE COMMON SHARES OUTSTANDING (note 3) Basic 7,051,612 6,984,043 ============ ============= Diluted 7,312,835 7,230,196 ============ ============= See accompanying Notes to Consolidated Condensed Financial Statements. MOOG INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (dollars in thousands) Three Months Ended December 31, 1997 1996 ------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 3,907 $ 2,959 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 5,602 5,169 Other (7,099) (7,313) ------------ ------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 2,410 815 ------------ ------------- CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of businesses - (48,589) Purchase of property, plant and equipment (4,428) (3,656) Other 516 250 ------------ ------------- NET CASH USED BY INVESTING ACTIVITIES (3,912) (51,995) ------------ ------------- CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from notes payable 1,904 74 Net proceeds from revolving lines of credit - 52,000 Proceeds from issuance of long-term debt 2,016 4,188 Payments on long-term debt (4,105) (2,589) Other (254) (410) ------------ ------------- NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES (439) 53,263 ------------ ------------- Effect of exchange rate changes on cash (35) 21 ------------ ------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,976) 2,104 Cash and cash equivalents at beginning of period 6,800 9,639 ------------ ------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,824 $ 11,743 ============ ============= CASH PAID FOR: Interest $ 8,060 $ 7,472 Income taxes 1,234 1,208 NON-CASH INVESTING AND FINANCING ACTIVITIES: Leases capitalized, net of leases terminated $ 117 $ - See accompanying Notes to Consolidated Condensed Financial Statements. MOOG INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS THREE MONTHS ENDED DECEMBER 31, 1997 (Unaudited) (dollars in thousands) 1. Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared by management and in the opinion of management contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position of Moog Inc. as of December 31, 1997 and the results of its operations and cash flows for the three months ended December 31, 1997 and 1996. The results of operations for the three months ended December 31, 1997 and 1996 are not necessarily indicative of the results expected for the full year. 2. Inventories 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 27, 1997 1997 ---- ---- Raw materials and purchased parts $ 28,056 $ 28,933 Work in process 63,398 64,502 Finished goods 10,563 10,431 -------- -------- $102,017 $103,866 ======== ======== 3. Earnings Per Share During the first quarter of fiscal 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share." SFAS No. 128 replaces primary EPS with basic EPS and fully diluted EPS with diluted EPS. Basic EPS is computed by dividing reported earnings by weighted average shares outstanding. Diluted EPS is computed the same way as fully diluted EPS except that the calculation now uses the average share price for the reporting period to compute dilution from options under the treasury stock method. The Company has restated its earnings per share for prior periods. The number of shares and earnings used in the Company's basic and diluted earnings per share computations are as follows: Three Months Ended December 31, 1997 December 31, 1996 ---------------------------- ----------------------------- Per Share Per Share Income Shares Amount Income Shares Amount Net earnings $3,907 $2,959 Less: Preferred stock dividends (2) (2) ------- ------- Basic EPS Earnings available to common stockholders 3,905 7,051,612 $.55 2,957 6,984,043 $.42 ==== ==== Effect of Dilutive Securities Stock options 253,077 237,568 Convertible preferred stock 2 8,146 2 8,585 _______ _________ _______ _________ Diluted EPS Earnings available to common stockholders $3,907 7,312,835 $.53 $2,959 7,230,196 $.41 ======= ========= ====== ====== ========= ===== See Note 5 for discussion of subsequent events related to common stock. 4. Shareholders' Equity The changes in shareholders' equity for the three months ended December 31, 1997 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 of period 9,134 6,635,936 2,498,187 Conversion of Class B to Class A - 20,000 (20,000) ------- --------- --------- End of period 9,134 6,655,936 2,478,187 ------- --------- --------- ADDITIONAL PAID-IN CAPITAL Beginning of period 47,519 Issuance of Treasury shares at less than cost (84) ------- End of period 47,435 ------- RETAINED EARNINGS Beginning of period 88,422 Net earnings 3,907 Preferred stock dividends (2) ------- End of period 92,327 ------- TREASURY STOCK Beginning of period (30,967) (5,114) (1,186,221) (892,101) Treasury stock issued 480 - 19,050 17,000 ------- ------ ----------- --------- End of period (30,487) (5,114) (1,167,171) (875,101) ------- ------- ----------- --------- EQUITY ADJUSTMENTS Beginning of period 977 Foreign currency translation (1,627) ------- End of period (650) ------- LOAN TO SAVINGS AND STOCK OWNERSHIP PLAN (SSOP) Beginning of period (994) Net change in loan to SSOP 335 ------- End of period (659) ------- TOTAL SHAREHOLDERS' -------- -------- ---------- --------- EQUITY $117,200 94,886 5,488,765 1,603,086 -------- -------- ---------- --------- 5. Subsequent Events On January 29, 1998, the Company completed an offering of Class A shares at $34.375 per share. The offering consisted of 1,700,000 previously unissued shares sold by the Company and 300,000 existing shares sold by the Moog Inc. Employee's Retirement Plan (Moog Retirement Plan). In addition, on February 5, 1998, an additional 55,000 previously unissued Class A shares were sold pursuant to an over-allotment option exercised by the underwriters of the offering. On February 3, 1998, the Company acquired the net assets of Schaeffer Magnetics, Inc. (Schaeffer), a leading supplier to the space industry of motion control devices and systems with annual revenues of approximately $20 million. The purchase price was $21.7 million. The proceeds to the Company from the offering of approximately $57 million were used to repay amounts outstanding under the Company's U.S. Revolving Credit and Term Loan Facility and will be used for smaller strategic acquisitions such as the purchase of net assets of Schaeffer. The Company did not receive any proceeds from the sale of shares by the Moog Retirement Plan. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Moog Inc. is a leading worldwide designer and manufacturer of a broad range of high performance, precision motion and fluid control products and systems for aerospace and industrial markets. The Company has five principal product lines. Commercial Aircraft, Military Aircraft and Satellites and Launch Vehicles are collectively referred to as Aerospace Controls. Industrial Hydraulics and Electronics and Drives are collectively referred to as Industrial Controls. The Company is organized into two segments: Domestic Controls and International Controls. Domestic Controls primarily focuses on North American markets, with the majority of its sales in aerospace-related product lines. International Controls is focused on markets in Europe and the Asian-Pacific with the majority of sales in industrial product lines. Results of Operations Consolidated Moog's net sales for the first quarter of fiscal 1998 were $126.1 million, up $22.3 million, or 21%, from the comparable quarter last year. The improvement can be broken down as follows: $17.3 million in Aerospace Controls and $5.0 million in Industrial Controls. The sales improvement in Aerospace Controls was led by volume increases in Commercial Aircraft, particularly related to controls for Boeing airplanes. Increased demand of controls for launch vehicles and anti-missile defense systems improved sales in the Satellites and Launch Vehicles product line, while initial production on certain military programs contributed to sales growth in the Military Aircraft product line. Sales improvement in Industrial Controls resulted primarily from the acquisition in October 1996 of Moog Controls Inc. (the U.S. Industrial Hydraulics Business). Sales gains for Industrial Controls in the international markets where Moog operates were, for the most part, offset by exchange rate fluctuations, particularly in Germany and Japan. The effect on Industrial Controls sales of the decline in the value of the applicable foreign currencies relative to the U.S. dollar was approximately 7% in fiscal 1998 versus fiscal 1997, or approximately $3 million. Cost of sales for the first quarter of fiscal 1998 was 70.7% of net sales as compared to 68.2% of net sales last year. The increase as a percentage of sales is primarily due to adjustments related to favorable cost experience on long-term contracts in the Military Aircraft product line made in the first quarter of fiscal 1997, which led to higher margins, a decline in the current quarter of commercial and military aftermarket sales as a percentage of total sales and a shift of costs from selling, general and administrative last year to cost of sales this year for aerospace engineering efforts related to bid and proposal work in fiscal 1997. Selling, general and administrative expenses were $19.9 million, or 15.8% of net sales, in the first quarter of fiscal 1998, compared to $19.5 million, or 18.8% of net sales, in fiscal 1997. The decrease as a percentage of sales is principally due to growth in sales, in addition to a shift to cost of sales in fiscal 1998 of aerospace engineering efforts that were focused on bid and proposal work in fiscal 1997. Interest expense increased by $.6 million to $5.9 million in the first quarter of fiscal 1998 primarily due to the additional indebtedness associated with the acquisition of the U.S. Industrial Hydraulics Business during the first quarter of fiscal 1997. The effective tax rate in the first quarter of fiscal 1998 was 35% compared to 30% in the same period last year. The 30% rate in the prior year reflects higher foreign tax credit benefits resulting from distributions of earnings from the Company's German subsidiary. During the first quarter of fiscal 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings per Share." SFAS No. 128 replaces primary EPS with basic EPS and fully diluted EPS with diluted EPS. Basic EPS is computed by dividing reported earnings by weighted average shares outstanding. Diluted EPS is computed the same way as fully diluted EPS except that the calculation now uses the average share price for the reporting period to compute dilution from options under the treasury stock method. The Company has restated its earnings per share for prior periods. For the three months ended December 31, 1997, the Company's net earnings increased 32% to $3.9 million as compared to $3.0 million in the same period last year. Basic earnings per share increased to $.55 in the first quarter of fiscal 1998 compared to $.42 in the same period last year, while diluted earnings per share was $.53 in fiscal 1998 compared to $.41 in fiscal 1997. Segment Operating Review (dollars in thousands) Three Months Ended December 31, 1997 1996 DOMESTIC CONTROLS Net sales Aerospace $ 76,369 $ 60,334 Industrial 16,654 12,149 -------- -------- 93,023 72,483 Intersegment sales 4,499 2,256 -------- -------- Total sales $ 97,522 $ 74,739 ======== ======== Operating profit $ 12,122 $ 9,132 Backlog 240,486 217,595 INTERNATIONAL CONTROLS Net sales Aerospace $ 6,949 $ 5,665 Industrial 26,146 25,702 -------- -------- 33,095 31,367 Intersegment sales 2,393 1,817 -------- -------- Total sales $ 35,488 $ 33,184 ======== ======== Operating profit $ 2,028 $ 2,211 Backlog 47,997 43,749 CONSOLIDATED Net sales Aerospace $ 83,318 $ 65,999 Industrial 42,800 37,851 -------- -------- $126,118 $103,850 ======== ======== Operating profit $ 14,150 $ 11,343 Backlog 288,483 261,344 Domestic Controls Domestic Controls net sales increased by $20.5 million to $93.0 million in the current quarter compared to $72.5 million in the same period of the prior year. The 28% improvement reflects increases of $16.0 million in Aerospace Controls and $4.5 million in Industrial Controls. Increased volumes across each of its product lines contributed to the improvement in Aerospace Controls sales. Commercial Aircraft sales increased by approximately $7 million primarily as a result of shipments to Boeing. OEM sales to Boeing increased 43% in the first quarter of fiscal 1998. Sales of Military Aircraft controls increased approximately $5 million due primarily to the F/A-18 E/F and V- 22 Osprey. Improved sales in the Satellites and Launch Vehicles product line of approximately $4 million resulted from increased demand for controls for launch vehicles, primarily the Titan IV program and Kistler commercial launch vehicle, and the Standard Missile 2 anti-missile defense system. The improvement in Industrial Controls relates primarily to the acquisition of the U.S. Industrial Hydraulics Business on October 26, 1996. Operating income for the Domestic Controls segment increased by $3.0 million to $12.1 million (12.4% of segment sales) from $9.1 million (12.2% of segment sales). Industrial Controls accounted for two-thirds of the increase reflecting the sales improvement and higher margins resulting from the continued integration of the U.S. Industrial Hydraulics Business. Aerospace Controls operating profit increased by approximately $1 million. Increased Aerospace Controls sales and improved margins in the Satellites and Launch Vehicles product line accounted for the increase in dollar terms while margins in Military and Commercial Aircraft were lower due to higher margins in the first quarter of fiscal 1997 as a result of adjustments related to favorable cost experience on certain long-term military contracts and a lower mix of military and commercial aftermarket sales as a percentage of total segment sales. Backlog consists of that portion of open orders for which sales are expected to be recognized over the next twelve months. Backlog at December 31, 1997 for the Domestic Controls segment was $240.5 million compared with $236.4 million at September 27, 1997 and $217.6 million at December 31, 1996. The increase from a year ago is due to growth in orders related to the Standard Missile 2 anti-missile defense system, the Titan IV launch vehicle, entertainment simulators and the F/A-18 E/F and V-22 Osprey programs. International Controls Sales in the International Controls segment increased approximately 6% in the first quarter of fiscal 1998 to $33.1 million as compared to the same period last year despite lower average currency values. Excluding the changes in currency values, fiscal 1998 first quarter sales increased approximately 17%. Sales of Industrial Controls increased approximately $4 million in the first quarter, excluding the foreign exchange impact, primarily on the strength in sales of Industrial Hydraulics in Germany and Japan, and to a lesser extent, Electronics and Drives in Germany. Sales of Aerospace Controls increased approximately $2 million, excluding foreign exchange, due to higher sales in Japan for tactical missiles and in the United Kingdom for Military Aircraft repairs and engine controls for Commercial Aircraft. International Controls first quarter operating income was $2.0 million (5.7% of segment sales) as compared to $2.2 million (6.7% of segment sales) in the same period of last year. The decrease as a percentage of segment sales is due to lower industrial margins conservatively reported by the Asian-Pacific companies taking into account potential asset-related exposures associated with the recent devaluation of certain Asian-Pacific currencies. Backlog at December 31, 1997 for the International Controls segment was $48.0 million, compared with $44.0 million at September 27, 1997 and $43.7 million at December 31, 1996. The increase from a year ago is attributable to growth in orders for electric drives for military ground vehicles and Industrial Hydraulics in Germany offset by lower Aerospace Controls backlog in Japan as a result of completion of certain missile contracts, and approximately $6 million attributable to weaker currencies when translated into the U.S. dollar. Financial Condition and Liquidity Cash provided by operating activities was $2.4 million in the first quarter of fiscal 1998 compared to $.8 million in the same period a year ago. The increase is due primarily to improved earnings as adjusted for non-cash expenses and charges. Long-term senior debt at December 31, 1997 was $100.8 million compared to $101.6 million at September 27, 1997. The percentage of long-term debt to capitalization decreased to 65.3% at December 31, 1997 from 66% at September 27, 1997. At December 31, 1997, the Company had $85.9 million of unused borrowing capacity available under short and long-term lines of credit, including $68.0 million from the Company's U.S. Revolving Credit and Term Loan Facility (the Bank Credit Facility). Working capital at December 31, 1997 was $190.9 million compared with $187.5 million at September 27, 1997. The current ratio was 2.85 and 2.75 at December 31, 1997 and September 27, 1997, respectively. The increase in working capital is due primarily to timing of payments, primarily interest. Net property, plant and equipment at December 31, 1997 was $131.9 million as compared to $132.1 million at September 27, 1997. Capital expenditures for the first quarter of fiscal 1998 were $4.5 million compared with depreciation and amortization of $5.6 million. Capital expenditures in the first quarter of fiscal 1997 were $3.7 million compared with depreciation and amortization of $5.2 million. Capital expenditures for fiscal 1998 should approximate $19 million. Subsequent Events On January 29, 1998, the Company completed an offering of Class A shares at $34.375 per share. The offering consisted of 1,700,000 previously unissued shares sold by the Company and 300,000 existing shares sold by the Moog Inc. Employee's Retirement Plan (Moog Retirement Plan). In addition, on February 5, 1998, an additional 55,000 previously unissued Class A shares were sold under an over-allotment option exercised by the underwriters of the offering. On February 3, 1998, the Company acquired the net assets of Schaeffer Magnetics, Inc. (Schaeffer), a leading supplier to the space industry of motion control devices and systems with annual revenues of approximately $20 million. The purchase price was $21.7 million. The proceeds to the Company from the offering of approximately $57 million were used to repay amounts outstanding under the Company's Bank Credit Facility and will be used for smaller strategic acquisitions such as the purchase of net assets of Schaeffer. The Company did not receive any proceeds from the sale of shares by the Moog Retirement Plan. Cautionary Statement Forward looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements under the "Outlook" heading are considered forward looking statements that relate to future operating periods and are subject to important risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, contracting with various governments, changes in economic conditions, demand for the Company's products, pricing pressures, intense competition in the industries in which the Company operates, the need for the Company to keep pace with technological developments and timely response to changes in customer needs, and other factors identified in the Company's Securities and Exchange Commission filings including the Company's most recent Annual Report on Form 10-K for the fiscal year ended September 27, 1997. Outlook The Company expects to see continued strong revenues in its Aerospace Controls product lines in fiscal 1998 as the long-term Commercial Aircraft outlook remains positive, demand for Satellites and Launch Vehicle products continues to grow with an additional boost from the recent acquisition of Schaeffer, and Military Aircraft modernization programs are entering into initial production. Sales improvement in Industrial Controls is expected to continue on the strength of electric controls for military ground vehicles and entertainment simulators and due to further global integration benefits of the fiscal 1997 acquisition of the U.S. Industrial Hydraulics Business. PART II. OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. a. Exhibits. Exhibit 27 - Financial data schedule. b. Reports on Form 8-K. The Company filed a report on Form 8-K dated December 17, 1997 reporting pursuant to items 5 and 7. 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, 1998 By /S/Robert R. Banta Robert R. Banta Executive Vice President Chief Financial Officer (Principal Financial Officer) Date: February 12, 1998 By /S/Donald R. Fishback Donald R. Fishback Controller (Principal Accounting Officer)