U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File Number: 333-00724
VALLEY RIDGE FINANCIAL CORP.
(Exact Name of Small Business Issuer as Specified in its Charter)
MICHIGAN 38-2888214
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
450 WEST MUSKEGON (616) 678-5911
KENT CITY, MICHIGAN 49330 (Issuer's Telephone Number,
(Address of Principal Executive Offices) Including Area Code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes __X__ No _____
There were 619,979 shares of Common Stock ($10 par value) outstanding as of
July 31, 1998.
Transitional Small Business Disclosure Format (check one): Yes ___No __X___
VALLEY RIDGE FINANCIAL CORP.
INDEX
PART 1. Financial Information PAGE NO.
Item 1.FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets
June 30, 1998 (Unaudited) and December 31, 1997 . . . . 3
Condensed Consolidated Statements of Income
Three and Six Months Ended June 30, 1998 (Unaudited) and
June 30, 1997 (Unaudited) . . . . . . . . . . . . . . . 4
Consolidated Statements of Comprehensive Income Three
and Six Months Ended June 30, 1998 (Unaudited) and
June 30, 1997 (Unaudited) . . . . . . . . . . . . . . . 5
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 1998 (Unaudited) and
June 30, 1997 (Unaudited) . . . . . . . . . . . . . . . 6
Notes to Condensed Consolidated Financial
Statements (Unaudited) . . . . . . . . . . . . . . . . 7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION . . . . . . . . . . . . . . . . . . . 10
PART II. Other Information
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS . . . 12
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS . . . . . . . . . . . . . . . . . . . . 12
Item 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . 14
Signatures . . . . . . . . . . . . . . . . . . . . . . . 15
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VALLEY RIDGE FINANCIAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
- ---------------------------------------------------------------------------
JUNE 30, DECEMBER 31,
1998 1997
---- ----
(Unaudited)
ASSETS
Cash and due from banks $ 5,972,544 $ 5,502,762
Federal funds sold 1,300,000 3,000,000
------------ ------------
Total cash and cash equivalents 7,272,544 8,502,762
Securities 25,790,553 24,645,876
Total loans 96,666,468 92,417,342
Allowance for loan losses (1,229,667) (1,186,772)
------------ ------------
95,436,801 91,230,570
Premises and equipment - net 5,041,432 3,428,200
Other assets 3,181,387 3,067,101
------------ ------------
Total assets $136,722,717 $130,874,509
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 17,469,271 $ 16,465,625
Interest-bearing 92,516,644 88,709,310
------------ ------------
109,985,915 105,174,935
Other borrowings 11,000,000 11,000,000
Accrued expenses and other liabilities 1,898,124 1,402,198
------------ ------------
Total liabilities 122,884,039 117,577,133
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Shareholders' equity
Common stock, $10 par value: 2,000,000 shares
authorized; 619,979 shares outstanding at June 30, 1998
and December 31, 1997, respectively 6,199,790 6,199,790
Surplus 1,396,736 1,396,736
Retained earnings 5,509,812 5,002,083
Net unrealized gain on securities available for sale 732,340 698,767
------------ ------------
Total shareholders' equity 13,838,678 13,297,376
------------ ------------
Total liabilities and shareholders' equity $136,722,717 $130,874,509
============ ============
See accompanying notes to condensed consolidated financial statements.
-4-
VALLEY RIDGE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
- ---------------------------------------------------------------------------
-----THREE MONTHS ENDED------ ------SIX MONTHS ENDED-------
JUNE 30, 1998 JUNE 30, 1997 JUNE 30, 1998 JUNE 30, 1997
------------- ------------- ------------- -------------
Interest income
Loans, including fees $2,233,940 $2,134,029 $4,412,333 $4,159,684
Federal funds sold 39,848 40,263 109,131 76,718
Investment securities 370,718 285,543 716,128 563,286
---------- ---------- ---------- ----------
2,644,506 2,459,835 5,237,592 4,799,688
Interest expense
Deposits 887,799 873,420 1,821,569 1,699,029
Other 165,200 114,861 330,870 231,725
---------- ---------- ---------- ----------
1,052,999 988,281 2,152,439 1,930,754
---------- ---------- ---------- ----------
NET INTEREST INCOME 1,591,507 1,471,554 3,085,153 2,868,934
Provision for loan losses 37,500 30,000 75,000 60,000
---------- ---------- ---------- ----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 1,554,007 1,441,554 3,010,153 2,808,934
Other income
Service charges and other income 248,792 244,881 506,626 490,966
Gain (loss) on sales of investment
securities (139) 80,438 18,077
Gain on sale of loans 8,566 5,398 22,299 12,536
---------- ---------- ---------- ----------
257,219 250,279 609,363 521,579
-5-
Other expense
Salaries and benefits 686,631 647,115 1,378,175 1,258,012
Occupancy 76,134 78,634 151,169 157,712
Furniture and fixtures 62,387 65,932 123,203 131,545
FDIC insurance premium 4,721 7,783 4,644
Supplies 43,021 54,371 74,541 121,837
Other 476,683 397,273 839,118 784,901
---------- ---------- ---------- ----------
1,349,577 1,243,325 2,573,989 2,458,651
---------- ---------- ---------- ----------
INCOME BEFORE FEDERAL INCOME TAX 461,649 448,508 1,045,527 871,862
Federal income tax expense 98,352 94,160 227,808 168,699
---------- ---------- ---------- ----------
NET INCOME $ 363,297 $ 354,348 $ 817,719 $ 703,163
========== ========== ========== ==========
Basic and diluted earnings per share $ .59 $ .57 $ 1.32 $ 1.13
========== ========== ========== ==========
See accompanying notes to condensed consolidated financial statements.
-6-
VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
- ---------------------------------------------------------------------------
--THREE MONTHS ENDED-- ---SIX MONTHS ENDED---
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1998 1997 1998 1997
---- ---- ---- ----
Net income $363,297 $354,348 $817,719 $703,163
Other comprehensive income:
Change in unrealized gains on
securities 99,574 109,740 50,868 (58,938)
-------- -------- -------- --------
Comprehensive income $462,871 $464,088 $868,587 $644,225
======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
-7-
VALLEY RIDGE FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
- ---------------------------------------------------------------------------
--------SIX MONTHS ENDED-------
JUNE 30, 1998 JUNE 30, 1997
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 817,719 $ 703,163
Adjustments to reconcile net income
to net cash from operating activities
Depreciation 100,593 108,047
Amortization of:
Premiums and discounts on securities, net 14,459 24,439
Goodwill and core deposit intangibles 8,292 17,444
Provision for loan losses 75,000 60,000
Gain on sale of securities (80,438) (18,077)
Gain on sale of loans (22,299) (12,536)
Loans originated for sale (3,461,167) (1,629,650)
Proceeds from loans sold 3,408,900 1,582,548
Net change in:
Accrued interest receivable 90,292 (94,281)
Other assets (212,870) 4,689
Accrued expenses and other liabilities 762,377 403,962
----------- -----------
Net cash from operating activities 1,500,858 1,149,748
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans (4,206,665) (6,285,081)
Proceeds from:
Sales of securities available for sale 4,328,446 2,611,198
Repayments and maturities of securities
available for sale 2,033,217 2,095,374
Purchase of:
Securities available for sale (7,389,494) (3,620,368)
Premises and equipment, net (1,713,825) (172,916)
----------- -----------
Net cash used in investing activities (6,948,321) (5,371,793)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits $ 4,527,235 $ 6,399,767
Dividends paid (309,990) (198,436)
----------- -----------
Net cash from financing activities 4,217,245 6,201,331
----------- -----------
-8-
Net change in cash and cash equivalents (1,230,218) 1,979,286
Cash and cash equivalents at beginning of year 8,502,762 7,516,367
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,272,544 $ 9,495,653
=========== ===========
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest $ 2,165,516 $ 1,914,960
Income taxes 311,150 78,400
See accompanying notes to condensed consolidated financial statements.
-9-
VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The unaudited financial statements for the three and six months ended
June 30, 1998 and June 30, 1997 include the consolidated results of
operations of Valley Ridge Financial Corp. (the "Corporation") and its
wholly-owned subsidiary, Valley Ridge Bank ("the Bank"). These
consolidated financial statements have been prepared in accordance with
the Instructions for Form 10-QSB and Item 310(b) of Regulation S-B and
do not include all disclosures required by generally accepted accounting
principles for a complete presentation of the Corporation's financial
condition and results of operations. In the opinion of management, the
information reflects all adjustments (consisting only of normal
recurring accruals) which are necessary in order to make the financial
statements not misleading and for a fair presentation of the results of
operations for such periods. The results for the period ended June 30,
1998 should not be considered as indicative of results that may be
achieved for a full year. For further information, refer to the
consolidated financial statements and footnotes included in the
Corporation's Annual Report on Form 10-KSB for the year ended December
31, 1997.
2. ALLOWANCE FOR LOAN LOSSES
The following is a summary of the activity in the allowance for loan
losses account for the six months ended June 30, 1998:
Balance at January 1, 1998 $1,186,772
Provision for loan losses charged
to operating expense 75,000
Recoveries on loans previously charged
to the allowance 21,188
Loans charged off (53,293)
----------
Balance at June 30, 1998 $1,229,667
==========
-10-
VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------------
3. PREMISES AND EQUIPMENT - NET
Premises and equipment at June 30, 1998 and December 31, 1997 were as
follows:
ACCUMULATED CARRYING
COST DEPRECIATION VALUE
---- ------------ -----
JUNE 30, 1998
Land $ 305,422 $ 305,422
Building and improvements 2,393,103 $ (954,625) 1,438,478
Construction in progress 2,630,029 2,630,029
Furniture and equipment 2,769,354 (2,101,851) 667,503
---------- ----------- ----------
$8,097,908 $(3,056,476) $5,041,432
========== =========== ==========
DECEMBER 31, 1997
Land $ 305,422 $ 305,422
Building and improvements 2,398,275 $ (928,748) 1,469,525
Construction in progress 965,194 965,194
Furniture and equipment 2,734,763 (2,046,706) 688,057
---------- ----------- ----------
$6,403,654 $(2,975,454) $3,428,200
========== =========== ==========
4. OTHER BORROWINGS
At June 30, 1998, the Corporation had the following advances from the
Federal Home Loan Bank (the "FHLB"):
-11-
VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------------
TYPE INTEREST RATE MATURITY DATE AMOUNT
---- ------------- ------------- ------
Variable 5.779% October 22, 1998 $ 3,000,000
Fixed 5.260 February 1, 1999 2,000,000
Fixed 5.230 February 1, 1999 1,000,000
Fixed 6.070 July 9, 1999 2,000,000
Fixed 6.080 September 22, 1999 3,000,000
-----------
$11,000,000
===========
Each advance requires monthly interest payments at either fixed or
adjustable rates. The variable rate is based on the FHLB overnight rate
and adjusts quarterly. These borrowings are collateralized by
nonspecific loans within the mortgage portfolio up to the principal
outstanding.
5. EARNINGS PER COMMON SHARE
Basic earnings and diluted earnings per share are calculated on the
basis of the weighted average number of shares outstanding. Earnings
per share amounts are based on 619,979 shares outstanding for the three
and six months ended June 30, 1998 and 1997. All share amounts have
been restated to reflect stock dividends and splits.
-12-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion is designed to provide a review of the
consolidated financial condition and results of operations of Valley Ridge
Financial Corp. (the "Corporation"). This discussion should be read in
conjunction with the consolidated financial statements and related notes.
RESULTS OF OPERATIONS
NET INCOME: The Corporation reported net income of $363,297 or $0.59 per
share for the second quarter of 1998 compared to $354,348 or $0.57 per
share for the same period in 1997. Year-to-date net income was $817,719 or
$1.32 per share for 1998 compared to $703,163 or $1.13 per share for 1997.
The improvement was primarily a result of improved net interest income,
partially offset by increased noninterest expense. Management is not aware
of any existing trends, events, uncertainties or current recommendations by
regulatory authorities that are expected to have a material impact on the
Corporation's future operating results.
NET INTEREST INCOME: Net interest income increased $119,953 or 8.15% to
$1,591,507 for the three-month period ended June 30, 1998 and $216,219 or
7.54% to $3,085,153 for the six-month period ended June 30, 1998 compared
to the same periods in 1997. The increases in net interest income are
primarily attributable to increases in net loans of $5,847,235 or 6.53%
from June 30, 1997 to June 30, 1998.
PROVISION FOR LOAN LOSSES: The provision for loan losses represents the
adjustment to the allowance for loan losses needed to maintain the
allowance at a level determined by management to cover inherent losses
within the Corporation's loan portfolio. The allowance for loan losses is
based on the application of projected loss ratios to the risk-ratings of
loans, both individually and by category. Projected loss ratios
incorporate such factors as recent loss experience, current economic
conditions and trends, trends in past due and impaired loans, and risk
characteristics of various categories and concentrations of loans. The
provision increased slightly to $37,500 for the three months ended June 30,
1998 from $30,000 for the same period in 1997 and increased to $75,000 for
the six months ended June 30, 1998 from $60,000 for the same period in
1997. Net charge-offs were $40,501 for the second quarter of 1998 compared
to net charge-offs of $28,000 for the same period in 1997. Net charge-offs
year-to-date were $32,105 as of June 30, 1998 compared to net charge-offs
of $31,420 for the same period in 1997. Management will continue to
monitor the allowance for loan losses and make additions to the allowance
through the provision for loan losses as economic conditions dictate.
NONINTEREST INCOME: Noninterest income for the three months ended June 30,
1998 was $257,219 as compared to $250,279 for the same period in 1997.
-13-
Noninterest income for the six months ended June 30, 1998 increased to
$609,353 from $521,579 at June 30, 1997.
NONINTEREST EXPENSE: Noninterest expense increased to approximately
$1,350,000 and $2,574,000 for the three and six months ended June 30, 1998,
respectively, compared to $1,243,000 and $2,459,000 for the same periods in
1997, respectively. Salaries and benefits increased 6.11% from $647,115
for the three months ended June 30, 1997 to $686,631 for the same period in
1998 and increased 9.55% from $1,258,012 for the six months ended June 30,
1997 to $1,378,175 for the same period in 1998. Supplies expense decreased
by $11,350 or 20.88% and $47,296 or 38.82% for the three- and six-month
periods ended June 30, 1998 compared to the same periods in 1997,
respectively. The decrease in supplies is due to the Bank's name change
that took place in late 1996. Other expenses increased from $784,901 for
the six months ended June 30, 1997 to $839,118 for the same period in 1998
and increased from $397,273 for the three months ended June 30, 1997 to
$476,683 for the same period in 1998.
FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES
Total assets increased approximately 4.47% or by $5.8 million to $136.7
million at June 30, 1998 compared to $130.9 million at December 31, 1997.
Total liabilities increased by 4.51% or $5.3 million to $122.9 million at
June 30, 1998 compared to $117.6 million at December 31, 1997. Total
shareholders' equity increased by approximately $541,000 to approximately
$13,800,000 at June 30, 1998. The increase in shareholders' equity is
primarily related to the retention of earnings after dividend payouts as
well as an increase in the unrealized gain on securities available for
sale.
Total loans increased by approximately $4.2 million or 4.60% to $96.7
million. Deposits increased by approximately $4.8 million or 4.57% to
$109.9 million. The net loan to deposit ratio has remained constant at
approximately 86.7% for both periods presented. The allowance for loan
losses increased by approximately $43,000 while maintaining a reserve of
1.27% of outstanding loans.
Premises and equipment increased by approximately $1.6 million, or 47.1%,
during the period as a result of the construction of a new main office
building in Kent City. The new facility was completed in July 1998.
The Corporation paid dividends of $309,990 during the six months ended June
30, 1998, compared to $198,436 paid during the same period in 1997.
Shareholders' equity as a percent of total assets was 10.12% at June 30,
1998 compared to 10.16% at December 31, 1997. The Corporation's capital
ratios continue to exceed the minimum regulatory levels prescribed by the
Board of Governors of the Federal Reserve System.
-14-
Total cash and cash equivalents and investment securities totaled
approximately $7.3 million at June 30, 1998, or approximately 5.32% of
total assets. Deposits increased 4.57% during the first six months of 1998
and management believes its deposit base will remain a stable source of
funds for the remainder of 1998. Other sources of funding include normal
loan repayments, sales and maturities of securities, federal funds
available from correspondent banks, and additional advances available from
the Federal Home Loan Bank of Indianapolis (the "FHLB"). As of June 30,
1998, the Corporation had outstanding advances from the FHLB totaling
$11,000,000. Management believes that the current level of liquidity is
sufficient to meet the normal operating needs of the Bank.
-15-
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
On May 19, 1998, the Corporation held its 1998 Annual Meeting of
Shareholders. At the meeting, the shareholders voted to approve an
amendment to the Corporation's Restated Articles of Incorporation to
increase the Corporation's authorized capital from 1,000,000 shares of
common stock, $10.00 par value per share ("Common Stock"), to 2,000,000
shares of Common Stock.
All of the additional shares resulting from the increase in the
Corporation's authorized Common Stock are of the same class, with the same
dividend, voting and liquidation rights, as shares of Common Stock
previously outstanding.
The newly authorized shares of Common Stock are unreserved and available
for issuance. No further shareholder authorization is required prior to
the issuance of such shares by the Corporation. Shareholders have no
preemptive rights to acquire shares issued by the Corporation under its
Restated Articles of Incorporation, and shareholders did not acquire any
such rights with respect to such additional shares of Common Stock under
the amendment to the Corporation's Restated Articles of Incorporation.
Under some circumstances, the issuance of additional shares of Common Stock
could dilute the voting rights, equity and earnings per share of existing
shareholders.
Item 4. Submission of Matters to a Vote of Security Holders
On May 19, 1998, the Corporation held its 1998 Annual Meeting of
Shareholders. The purposes of the meeting were: to elect four directors
for three-year terms expiring in 2001; to consider and approve an amendment
to the Corporation's Restated Articles of Incorporation to increase the
number of authorized shares of capital stock from 1,000,000 shares of
Common Stock to 2,000,000 shares of Common Stock; and to consider and
approve the Stock Incentive Plan of 1998.
Four candidates nominated by management were elected by the shareholders to
serve as directors of the Corporation at the meeting. The following sets
forth the results of the voting with respect to each candidate:
NAME OF CANDIDATE SHARES VOTED
----------------- ------------
Gary Gust For 501,713
Authority Withheld 9,539
Broker Non-Votes 0
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NAME OF CANDIDATE SHARES VOTED
----------------- ------------
Ronald L. Hansen For 500,998
Authority Withheld 10,254
Broker Non-Votes 0
Robert C. Humphreys For 503,235
Authority Withheld 8,017
Broker Non-Votes 0
Ben J. Landheer For 499,611
Authority Withheld 11,641
Broker Non-Votes 0
The following persons remained as directors of the Corporation with terms
expiring in 1999: Michael E. McHugh, Dennis C. Nelson, John J. Niederer,
Paul K. Spoelman, Donald Swanson and Donald VanSingel. The following
persons remained as directors of the Corporation with terms expiring in
2000: Jerome B. Arends, K. Timothy Bull, Richard L. Edgar, and Fred J.
Finkbeiner.
The shareholders also voted to approve the amendment to the Restated
Articles of Incorporation to increase the amount of authorized capital
stock as described in Item 2 of Part II of this Report on Form 10-QSB. The
following sets forth the results of the voting with respect to that matter:
SHARES VOTED
For 489,398
Against 18,678
Abstentions 3,176
Broker Non-Votes 0
The shareholders also voted to approve the Stock Incentive Plan of 1998.
The following sets forth the results of the voting with respect to that
matter:
SHARES VOTED
For 479,513
Against 23,627
Abstentions 8,112
Broker Non-Votes 0
-17-
ITEM 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report:
EXHIBIT NO. DOCUMENT
3.1 RESTATED ARTICLES OF INCORPORATION.
3.2 BYLAWS. Previously filed as Exhibit 3(b) to the
Corporation's Form S-4 Registration Statement filed January
30, 1996. Here incorporated by reference.
4.1 FORM OF STOCK CERTIFICATE. Previously filed as Exhibit 4(a)
to the Corporation's Form S-4 Registration Statement filed
January 30, 1996. Here incorporated by reference.
4.2 LONG-TERM DEBT. The Corporation is a party to several long-
term debt agreements which at the time of this report do not
exceed 10% of the Corporation's total consolidated assets.
The Corporation agrees to furnish copies of the agreements
defining the rights of the parties thereto to the Securities
and Exchange Commission upon request.
4.3 RESTATED ARTICLES OF INCORPORATION. See 3.1
above.
10.1 STOCK INCENTIVE PLAN OF 1998.
27 FINANCIAL DATA SCHEDULE.
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during
the quarter covered by this report.
-18-
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
VALLEY RIDGE FINANCIAL CORP.
Registrant
Date: August 14, 1998 /S/RICHARD L. EDGAR
Richard L. Edgar, President and Chief
Executive Officer (Principal Executive
Officer)
Date: August 14, 1998 /S/MICHAEL MCHUGH
Michael McHugh, Secretary and Treasurer
(Principal Financial and Accounting
Officer)
-19-
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
3.1 RESTATED ARTICLES OF INCORPORATION.
3.2 BYLAWS. Previously filed as Exhibit 3(b) to the
Corporation's Form S-4 Registration Statement filed January
30, 1996. Here incorporated by reference.
4.1 FORM OF STOCK CERTIFICATE. Previously filed as Exhibit 4(a)
to the Corporation's Form S-4 Registration Statement filed
January 30, 1996. Here incorporated by reference.
4.2 LONG-TERM DEBT. The Corporation is a party to several long-
term debt agreements which at the time of this report do not
exceed 10% of the Corporation's total consolidated assets.
The Corporation agrees to furnish copies of the agreements
defining the rights of the parties thereto to the Securities
and Exchange Commission upon request.
4.3 RESTATED ARTICLES OF INCORPORATION. See 3.1
above.
10.1 STOCK INCENTIVE PLAN OF 1998.
27 FINANCIAL DATA SCHEDULE.