SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ___________________ FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 1995 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________. Commission File No. 0-16444 SHORELINE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Michigan 38-2758932 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 823 Riverview Drive Benton Harbor, Michigan 49022 49022 (Address of Principal Executive Offices) (Zip Code) (616) 927-2251 (Registrant's Telephone Number, Including Area Code) 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. As of April 30, 1995, there were 5,001,322 issued and outstanding shares of the registrant's Common Stock. SHORELINE FINANCIAL CORPORATION FORM 10-Q INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheet, March 31, 1995 and December 31, 1994 . . . . . . . . . . . . 1 Condensed Consolidated Statement of Income, Three Months Ended March 31, 1995 and 1994 . . . . . . . . . 3 Condensed Consolidated Statement of Cash Flows, Three Months Ended March 31, 1995 and 1994 . . . . . . . . . 4 Notes to Condensed Consolidated Financial Statements . . . . 5-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . 8-12 PART II. OTHER INFORMATION . . .. . . . . . . . . . . . . . . . . . . 13-14 Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . 13 Item 4. Submission of Matters to a Vote of Security-Holders . . . 13 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . .. 13-14 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 -i- PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements. SHORELINE FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEET March 31, December 31, 1995 1994 ASSETS Cash and Due from Banks $ 25,744,943 $ 31,287,807 Federal Funds Sold 21,900,000 20,350,000 Total Cash and Cash Equivalents 47,644,943 51,637,807 Securities Held to Maturity (Approximate fair values of $54,825,000 and $47,949,000 at March 31, 1995 and December 31, 1994 respectively) 54,287,896 48,474,113 Securities Available for Sale (Carried at fair value in 1995 and 1994) 85,012,880 81,175,780 Total Loans 438,611,778 436,529,139 Less Allowance for Loan Losses 6,136,046 5,951,969 Net Loans 432,475,732 430,577,170 Premises and Equipment-Net 9,733,697 9,875,374 Other Assets 11,283,382 12,113,418 Total Assets $640,438,530 $633,853,662 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits: Non Interest-Bearing $ 61,709,682 $ 70,973,801 Interest-Bearing 508,720,514 495,121,822 Total Deposits 570,430,196 566,095,623 Securities Sold Under Agreements to Repurchase 2,577,002 2,875,112 Other Liabilities 3,524,724 3,674,459 Long-Term Debt 5,000,000 5,000,000 Total Liabilities 581,531,922 577,645,194 -1- SHORELINE FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEET - Continued March 31, December 31, 1995 1994 Shareholders' Equity Common Stock: 10,000,000 shares authorized; 5,001,322 and 4,989,483 shares issued at March 31, 1995 and December 31, 1994 respectively Additional Paid-in Capital 45,772,323 45,591,999 Net Unrealized Gain(Loss) on Securities Available for Sale, Net of Tax Effect 357,087 (1,016,801) Retained Earnings 12,777,198 11,633,270 Total Shareholders' Equity 58,906,608 56,208,468 Total Liabilities and Shareholders' $640,438,530 $633,853,662 Equity The accompanying notes are an integral part of these consolidated financial statements. -2- SHORELINE FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF INCOME Three Months Ended March 31, 1995 1994 INTEREST INCOME Interest and Fees on Loans $ 9,766,484 $ 8,123,185 Interest on Investments 2,201,986 1,786,701 Interest on Federal Funds Sold 292,486 118,475 Total Interest Income 12,260,956 10,028,361 INTEREST EXPENSE Interest on Deposits 5,482,037 4,239,487 Other Interest Expense 86,764 74,217 Total Interest Expense 5,568,801 4,313,704 NET INTEREST INCOME 6,692,155 5,714,657 Provision for Loan Losses 200,000 175,000 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 6,492,155 5,539,657 OTHER INCOME Service Charges on Deposit Accounts 457,284 419,373 Trust Income 332,567 343,802 Investment Securities Transactions (30,856) 96,972 Other Operating Income 289,224 353,787 Total Other Income 1,048,219 1,213,934 OTHER EXPENSES Personnel 2,450,485 2,410,065 Occupancy 304,814 304,311 Equipment 426,826 400,495 Other Operating Expenses 1,561,708 1,574,878 Total Other Expense 4,743,833 4,689,749 INCOME BEFORE INCOME TAXES 2,796,541 2,063,842 Federal Income Tax Expense 754,000 455,000 NET INCOME $ 2,042,541 $ 1,608,842 EARNINGS PER SHARE $ 0.41 $ 0.32 -3- The accompanying notes are an integral part of these consolidated financial statements. -4- SHORELINE FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, 1995 1994 Cash Flows from Operating Activities: Net Income $ 2,042,541 $ 1,608,842 Adjustments to Reconcile Net Income to Net Cash from Operating Activities: Depreciation and Amortization 353,197 323,220 Provision for Loan Losses 200,000 175,000 Net Amortization and Accretion on Securities Held-to-Maturity 89,675 200,404 Net Amortization and Accretion on Securities Available-for-Sale 110,326 414,136 Amortization of Goodwill and Related Core Deposit Intangible 76,342 65,578 (Gains)Loss on Sales of Securities Available-for-Sale 30,856 (96,972) (Gains)Loss on Disposal of Premises and Equipment (50) 2,575 Decrease in Income Taxes Receivable 754,000 441,564 Increase(Decrease) in Deferred Loan Fees (41,249) 13,163 Increase in Interest Receivable (272,064) (327,113) Increase in Interest Payable 89,287 77,325 Increase in Other Assets (85,956) (494,955) Decrease in Other Liabilities (589,026) (268,659) Total Adjustments 715,338 525,266 Net Cash from Operating Activities 2,757,879 2,134,108 Cash Flows from Investing Activities: Proceeds from Sales of Securities Available-for-Sale 971,488 3,091,539 Proceeds from Maturities, Calls and Principal Reductions of Securities Held-to-Maturity 1,367,896 6,898,241 Proceeds from Maturities, Calls and Principal Reductions of Securities Available-for-Sale 1,278,592 5,781,207 Purchase of Securities Held-to-Maturity (7,271,354) (4,432,518) Purchase of Securities Available-for-Sale (4,146,756) (18,286,310) Net Increase in Loans (2,132,188) (5,616,325) Recoveries of Loans Charged-Off 74,875 24,508 Premises and Equipment Expenditures (231,320) (402,597) Proceeds from Disposal of Premises and Equipment 19,850 14,910 Net Cash from Investing Activities (10,068,917) (12,927,345) Cash Flows from Financing Activities: Net Increase(Decrease) in Deposits 4,334,573 (17,242,059) Net Decrease in Borrowed Funds (298,110) (139,346) -5- Dividends Paid (898,613) (793,728) Proceeds from Shares Issued Under Dividend Reinvestment Plan 156,506 139,447 Proceeds from Shares Issued Under Stock Option Plan 23,818 83,274 Net Cash from Financing Activities 3,318,174 (17,952,412) Net Change in Cash and Cash Equivalents (3,992,864) (28,745,649) Cash and Cash Equivalents at Beginning of Year 51,637,807 61,028,786 Cash and Cash Equivalents at March 31 $ 47,644,943 $32,283,137 Cash Paid During the Year for: Interest $ 5,479,514 $ 4,236,379 Income Taxes $ 0 $ 13,436 The accompanying notes are an integral part of these consolidated financial statements. -6- SHORELINE FINANCIAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared in accordance with Rule 10-01 of Regulation S-X and the instructions for Form 10-Q and, therefore, do not include all disclosures required by generally accepted accounting principles for complete presenta- tion of financial statements. In the opinion of management, the condensed consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial condi- tion of Shoreline Financial Corporation as of March 31, 1995 and December 31, 1994, and the results of its operations for the three months ended March 31, 1995 and 1994, and its cash flows for the three months then ended. The results of operations for the three months ended March 31, 1995 are not necessarily indicative of the results to be expected for the full year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Shoreline Financial Corporation and its wholly owned sub- sidiary, Shoreline Bank. All material intercompany accounts and trans- actions have been eliminated in consolidation. Investments in Debt and Equity Securities Securities are classified into held-to-maturity, available-for- sale and trading categories. Held-to-maturity securities are those which the Corporation has the positive intent and ability to hold to maturity, and are reported at amortized cost. Available-for-sale securities are those which the Corporation may decide to sell if needed for liquidity, asset-liability management or other reasons. Available-for-sale securities are reported at fair value, with unrealized gains or losses included as a separate component of equity, net of tax. Trading securities are bought principally for sale in the near term, and are reported at fair value with unrealized gains or losses included in earnings. The Corporation did not hold any securities considered for this category at any time during the first quarter of 1995. Realized gains or losses are determined based on the amortized cost of the specific security sold. -7- During the three month period ended March 31, 1995, the proceeds from sales of available-for-sale securities were $971,488, with gross realized gains of $0 and gross realized losses of $30,856 from those sales. For this period, the change in net unrealized holding gains on available- for-sale securities was an increase of $2.1 million. There were no sales or transfers of securities classified as held-to-maturity. Intangible Assets Goodwill represents the excess of the purchase price over the net value of tangible assets acquired and related core deposit intangibles identified in branch acquisitions. Goodwill is being amortized on a straight-line basis for a period of ten years. The related core deposit intangibles are amortized on an accelerated basis over the estimated life of the deposits acquired. Goodwill totaled $212,339 and $222,290 at March 31, 1995 and December 31, 1994 respectively. Core deposit intangibles totaled $2,302,647 and $2,369,038 at March 31, 1995 and December 31, 1994 respectively. These amounts are included in Other Assets in the accompanying balance sheet. Income Taxes Income tax expense for the quarter ended March 31, 1995 and 1994 is based upon the liability method, according to SFAS No. 109, "Accounting for Income Taxes." Certain income and expense items are reported in different time periods for tax purposes. Deferred or prepaid taxes are recorded in the balance sheet for these temporary differences. Earnings Per Share Earnings per share is computed by dividing net income by the weighted average number of common shares outstanding and common equivalent shares with a dilutive effect. On February 16, 1994, the Board of Directors declared a three-for-two stock split, payable May 31, 1994 to shareholders of record on May 16, 1994. Common equivalent shares are shares which may be issuable to employees upon exercise of outstanding stock options. The average number of shares was 4,992,547 in the first quarter of 1995, and 4,956,522 in the first quarter of 1994. -8- NOTE 2 - Income Taxes Components of the provision for federal income taxes are as follows: March 31, 1995 Taxes currently payable $1,548,000 Deferred tax benefit (794,000) Income Tax Expense $ 754,000 The deferred income taxes are due primarily to the temporary difference related to depreciation, bad debt deductions, mark-to-market of securities held-for-sale and deferred loan fees. The difference between the provision for income taxes shown on the statement of income and amounts computed by applying the statutory federal income tax rate to income before income tax expense is as follows: March 31, 1995 Income tax calculated at statutory federal rate of 34% $ 951,000 Increase (decrease) due to tax effect of Tax-exempt income (285,500) Nondeductible expense and other 88,500 Income Tax Expense $ 754,000 The components of the net deferred tax asset recorded in the balance sheet as of March 31, 1995 are as follows: Total deferred tax liabilities $ (734,000) Total deferred tax assets 2,662,500 Total valuation allowance 0 Net Deferred Tax Asset $1,928,500 -9- ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Financial Condition Total deposits were relatively unchanged during the first quarter of 1995. Total deposits averaged $562.9 million during the first quarter which compares to average deposits in the fourth quarter of 1994 of $561.6 million. The mix in deposits in comparison to the fourth quarter of 1994 is as follows: Avg Bal Avg Bal (000s) 1st Qtr 95 4th Qtr 94 Non-Interest Bearing Demand Deposits $ 62,454 $ 65,885 Interest-Bearing Demand Deposits 67,907 55,602 Savings Deposits 184,703 191,074 Time Deposits 247,797 249,070 Total $ 562,861 $561,631 Success in promoting an interest-bearing demand deposit product geared toward municipal depositors helped to produce the $12 million of growth in this category. This growth in interest-bearing demand deposit accounts was offset by declines in savings deposits (primarily money market accounts) and, to a lesser degree, non-interest bearing demand deposits and time deposits. On March 31, 1995, deposits totaled $570.4 million which compares with the December 31, 1994 total of $566.1 million. Total loans averaged $436.3 million in the first quarter which compares to the previous quarter's average of $437.4 million. The Corporation experienced a slight change in the mix of loans during the first quarter. Average consumer loans declined approximately $5 million to $53.3 million. This reflects the sale of Shoreline Bank's student loan and credit card portfolios during the fourth quarter of 1994. This decline was offset by growth in average mortgage loans of approximately $3.5 million. At March 31, 1995, total loans amounted to $438.6 million, which is an increase of $2.1 million over December 31, 1994. Federal funds sold totaled $21.9 million on March 31, 1995, which compares to the balance at December 31, 1994, of $20.4 million. Federal funds sold averaged $21 million during the first quarter of 1995 which represents 3.3% of total average assets for the period. Total investment securities amounted to $139.3 million at March 31, 1995. This is an increase of $9.6 million over total securities at December 31, 1994. Increased investments in US Government Agency and US Treasury securities accounted for this increase. -10- At March 31, 1995, non-performing assets of the Corporation totaled $1.8 million. Non-performing assets include loans that are classified for regulatory purposes as contractually past due 90 days or more, on non-accrual status or troubled debt restructurings and other real estate owned. This level of non-performing assets represents .41% of Shoreline's total loans at March 31, 1995, which compares to December 31, 1994's ratio of .51%. This is the lowest level of non-performing assets attained in the Corporation's history. During the first quarter of 1995, Shoreline experienced net loan charge-offs of only $15,923. This represents less than .01% of total average loans during the quarter. This low level of net charge-offs together with an increase of $200,000 in the provision for loan losses during the quarter helped to increase the Corporation's allowance for loan losses to $6,136,046 at March 31, 1995. At this level, the allowance for loan losses represents 1.40% of total loans and provides a coverage of greater than three times the level of non-performing assets identified at March 31, 1995. Future Transactions In previous filings, delays in consummating the pending agreements to purchase the South Haven, Michigan branch from Great Lakes Bancorp and the Adamsville, Michigan branch from Old Kent Bank were noted. The lack of determination by regulatory authorities regarding these transactions continues to delay these acquisitions. Total deposits represented by these two branches total approximately $20 million. Liquidity and Rate Sensitivity During the first quarter of 1995, Shoreline's loan to deposit ratio was 77.2%. This represents little change from the ratio of 77.9% for the fourth quarter of 1994. As noted previously, federal funds sold represented 3.3% of the Corporation's total assets, which compares to 2.7% for the previous quarter. Approximately $85 million or 61% of Shoreline's total investment securities portfolio was classified as available for sale on March 31, 1995 and $4.5 million of loans were classified as held for sale. On March 31, 1995, Shoreline had commitments to make or purchase loans, including the unused portion of lines of credit, totaling $69.5 million. On March 31, 1995, the cumulative funding gaps of interest-earning assets and interest-bearing liabilities for selected maturity periods are il- lustrated as follows: -11- Repriceable or Maturing Within: 0 to 3 0 to 12 0 to 5 (000s) Months Months Years Interest-earning assets Loans $172,254 $236,322 $397,512 Investment Securities 10,163 26,741 108,082 Federal Funds Sold 21,900 21,900 21,900 Total $204,317 $284,963 $527,494 Repriceable or Maturing Within: 0 to 3 0 to 12 0 to 5 (000s) Months Months Years Interest-bearing liabi- lities Time Deposits $ 39,889 $144,439 $235,290 Demand Deposits 75,120 75,120 75,120 Savings Deposits 182,076 182,076 182,076 Other borrowings 2,577 2,577 7,577 Total $299,662 $404,212 $500,063 Asset/(Liability) Gap $(95,345) $(119,249) $ 27,431 This table indicates that total liabilities maturing or repricing within one year exceed assets maturing or repricing within one year by $119.2 million. The same presentation as of December 31, 1994 produced a liability gap of $115.9 million at December 31, 1994. Competitive pressures and other influences may cause certain assets and liabilities to mature or reprice in other periods or at different volumes than indicated above. Specifically, all demand and savings accounts are presented as repricing in the 0-3 month period. Management believes that these types of accounts are not as sensitive to changes in interest rate in the short term as this presentation would indicate and that the positive funding gap in the 0-5 year period is more reflective of the Corporation's experience during 1994 and 1995. Capital Resources Total shareholders' equity amounted to $58.9 million on March 31, 1995. Included in this total are net unrealized gains on available for sale securities of $357,000. On March 15, 1995, the Corporation paid a cash dividend of $.18 per share. A summary of Shoreline's capital position follows: -12- March 31, 1995 December 31, 1994 Equity to assets 9.15% 9.02% Tier I leverage 8.78% 8.65% Risk-based: Tier I Capital 14.23% 13.62% Total Capital 15.48% 14.87% Results of Operations Net income through March 31, 1995 was $2,042,541, an increase of 27% over the same period in 1994. Increased net interest income provided the improvement in earnings. The following table illustrates the effect that changes in rates and volumes of earning assets and interest-bearing liabilities had on net interest income: Three Months Ended March 31, 1995 1994 (000s) Interest Income (taxable equivalent) $ 12,551 $ 10,441 Interest Expense 5,569 4,314 Net Interest Income $ 6,982 $ 6,127 Average Volume: Interest-Earning Assets $589,134 $562,573 Interest-Bearing Liabilities 507,798 490,644 Net Differential $ 81,336 $ 71,929 Average Yields/Rates: Yield on earning assets 8.64% 7.44% Rate paid on liabilities 4.45% 3.57% Interest Spread 4.19% 3.87% Net Interest Margin 4.80% 4.33% The change in net interest income (in thousands) is attributable to the following: -13- Volume Rate Inc/(Dec) Interest-Earning Assets $ 478 $ 1,632 $ 2,110 Interest-Bearing Liabilities 156 1,099 1,255 Net Interest Income $ 322 $ 533 $ 855 During the rising rate scenario in 1994, Shoreline's yield on earning assets increased at a faster pace than its rate on interest-bearing liabilities which helped to produce the majority of increase in interest income during the first quarter of 1995 in comparison to the first quarter of 1994. Total other income for the quarter ended March 31, 1995 amounted to $1,048,219. This is a decline of $165,715 from 1994's first quarter results of $1,213,934. Approximately $128,000 of this variance resulted from investment securities transactions. In the first quarter of 1994, $97,000 of gains were realized from securities transactions while $31,000 of losses were recognized during the first quarter of 1995. Other operating income was down $65,000 in comparison to the prior year, primarily the result of decreased income from the sale of mortgage loans. During the first three months of 1995, Shoreline recognized a loss of $1,000 on the sale of mortgage loans while $47,000 of gains were realized during the same period in 1994. These negative comparisons to the prior year were offset by an increase of $38,000 or 9% in service charge income on deposit accounts. Total other expense amounted to $4,743,833 through March 31, 1995. This represents only a modest increase of $54,084 or 1.2% over the same period in 1994. Shoreline's ratio of total other expenses to total average assets decreased from 3.13% in the first quarter of 1994 to 3.05% in the first quarter of 1995. In addition, Shoreline's efficiency ratio during the first quarter of 1995 was 57.78% which favorably compares to the first quarter of 1994's ratio of 64.72%. Personnel expense totaled $2,450,485 in the first quarter of 1995, which represents an increase of $40,420 or 1.7% over the first quarter of 1994. Efficiencies gained primarily as a result of the merger of Shoreline's two affiliates in May of 1994 helped to hold this area of expense to a modest level of increase. Equipment expense increased $26,331 or 6.6% over the prior year's quarter resulting primarily from higher levels of depreciation expense. In summary, Shoreline's net income of $2,042,541 in the first quarter of 1995 produced a return on average shareholder's equity of 14.22% and a return on average assets of 1.31%. This compares to the prior year's ratios of 12.24% and 1.08% respectively. Earnings per share through March 31, 1995 was $.41 and dividends per share was $.18 which produces a dividend payout ratio of 41%. Earnings per share through March 31, 1994 was $.32 and dividends per share was $.16. -14- PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. Shoreline Bank is a party, as plaintiff or defendant, to a number of legal proceedings, none of which is considered material, and all of which arose in the normal course of its operations. ITEM 4. Submission of Matters to a Vote of Security-Holders. The annual meeting of shareholders of Shoreline Financial Corporation was held on May 4, 1995. The purpose of the meeting was to elect directors, and to transact any other business that may properly come before the meeting. (a) The name of each director elected (along with the number of votes cast for or authority withheld) and the name of each other director whose term of office as a director continued after the meeting follows: Votes Cast Authority For Withheld Elected Directors Thomas T. Huff 3,688,297 16,284 L. Richard Marzke 3,694,272 10,309 Dan L. Smith 3,694,272 10,309 Jeffrey H. Tobian 3,675,249 29,332 Ronald L. Zile 3,689,935 14,646 Directors Who Continue to Serve Louis A. Desenberg James F. Murphy Merlin J. Hanson Robert L. Starks Ronald F. Kinney Harry C. Vorys James E. LeBlanc Hyman Warshawsky ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits. The following documents are filed as exhibits to this report on Form 10-Q: -15- Exhibit Number Document 3.1 Restated Articles of Incorporation. Previously filed as Exhibit 1(a) to the registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1994. Here incorporated by reference. 3.2 Bylaws. Previously filed as Exhibit 3(b) to the registrant's Form S-1 Registration Statement filed March 23, 1990. Here incor- porated by reference. 27 Financial Data Schedule. (b) No reports on Form 8-K were filed during the first quarter of 1995. -16- 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. SHORELINE FINANCIAL CORPORATION (Registrant) Date: May 15, 1995 By /s/ Dan L. Smith Dan L. Smith Chairman, President and Chief Executive Officer Date: May 15, 1995 /s/ Wayne R. Koebel Wayne R. Koebel Executive Vice President, Chief Financial Officer, Secretary and Treasurer -17- EXHIBIT INDEX Exhibit Number Document 3.1 Restated Articles of Incorporation. Previously filed as Exhibit 1(a) to the registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1994. Here incorporated by reference. 3.2 Bylaws. Previously filed as Exhibit 3(b) to the registrant's Form S-1 Registration Statement filed March 23, 1990. Here incor- porated by reference. 27 Financial Data Schedule. -18-