UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
Commission file number 33-63914
STANT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 35-1768429
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
425 Commerce Drive
Richmond, Indiana 47374
(address of principal executive offices)
(zip code)
(317) 962-6655
(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
The number of shares outstanding of the Registrant's common stock, par
value $.01 per share, at November 1, 1996 was 16,226,815 shares.
STANT CORPORATION
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1 -- FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statement of Stockholders' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION 9
PART II - OTHER INFORMATION
Item 1 -- LEGAL PROCEEDINGS
None
Item 2 -- CHANGES IN SECURITIES
None
Item 3 -- DEFAULT UPON SENIOR SECURITIES
None
Item 4 -- SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
None
Item 5 -- OTHER INFORMATION
None
Item 6 -- EXHIBITS AND REPORTS ON FORM 8-K: 12
(a) Exhibits
(b) No Form 8-K's were filed during the quarter
ended September 30, 1996
SIGNATURE PAGE 13
Page 2
STANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ In Thousands, Except Share Data)
September 30, December 31,
1996 1995
---------------- --------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $3,519 $3,258
Trade accounts receivable, net 117,058 116,155
Other accounts receivable, net 3,764 6,189
Inventory 94,365 92,135
Prepaid expenses 6,526 7,014
Deferred income taxes 1,413 1,413
---------------- ---------------
Total current assets 226,645 226,164
---------------- ---------------
PROPERTY, PLANT AND EQUIPMENT , NET 184,241 174,211
---------------- ---------------
OTHER ASSETS:
Intangible assets, net 161,321 166,470
Deferred financing costs, net 4,103 4,746
Other 2,301 1,945
---------------- ---------------
Total other assets 167,725 173,161
---------------- ---------------
TOTAL ASSETS $578,611 $573,536
---------------- ---------------
---------------- ---------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and notes payable $34,780 $29,620
Accounts payable 43,342 48,850
Accrued liabilities 48,239 46,949
Income taxes payable 6,882 5,027
---------------- ---------------
Total current liabilities 133,243 130,446
---------------- ---------------
LONG TERM LIABILITIES:
Long-term debt 208,146 220,763
Deferred income taxes 8,909 7,396
Accrued pension and other benefit liabilities 26,296 27,622
Other 8,746 9,213
---------------- ---------------
Total long-term liabilities 252,097 264,994
---------------- ---------------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value per share, 21,000,000 shares
authorized and 16,226,815 shares issued and outstanding 162 162
Additional paid-in capital 155,349 155,349
Foreign currency translation adjustment (193) (825)
Minimum pension liability adjustment (1,761) (1,761)
Retained earnings 39,714 25,171
---------------- ---------------
Total stockholders' equity 193,271 178,096
---------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $578,611 $573,536
---------------- ---------------
---------------- ---------------
See notes to consolidated financial statements.
Page 3
STANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
($ In Thousands, Except Share Data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------- -------------------------------
1996 1995 1996 1995
--------------- ------------- --------------- -------------
NET SALES $161,203 $144,911 $481,681 $449,789
COST OF SALES 119,209 109,143 360,384 342,020
--------------- ------------- ------------- -------------
GROSS MARGIN 41,994 35,768 121,297 107,769
--------------- ------------- ------------- -------------
OPERATING EXPENSES:
Selling, general and administrative 25,976 22,638 75,727 69,090
Amortization of intangible assets 1,311 1,152 3,882 3,442
Management fee and expenses 212 213 637 638
Restructuring charges 24 1,585
--------------- ------------- ------------- -------------
Total Operating Expenses 27,499 24,027 80,246 74,755
--------------- ------------- ------------- -------------
INCOME FROM OPERATIONS 14,495 11,741 41,051 33,014
--------------- ------------- ------------- -------------
OTHER CHARGES (CREDITS):
Interest expense 4,670 5,422 13,727 16,660
Other (229) (306) (679) (657)
--------------- ------------- ------------- -------------
Total Other Charges 4,441 5,116 13,048 16,003
--------------- ------------- ------------- -------------
INCOME BEFORE INCOME TAXES 10,054 6,625 28,003 17,011
PROVISION FOR INCOME TAXES 4,419 3,018 12,486 7,771
--------------- ------------- ------------- -------------
NET INCOME $5,635 $3,607 $15,517 $9,240
--------------- ------------- ------------- -------------
--------------- ------------- ------------- -------------
PRIMARY INCOME PER
SHARE OF COMMON STOCK: $0.34 $0.22 $0.93 $0.55
--------------- ------------- ------------- -------------
--------------- ------------- ------------- -------------
Average Common Stock
and Equivalents Outstanding 16,624 16,629 16,625 16,747
--------------- ------------- ------------- -------------
--------------- ------------- ------------- -------------
FULLY DILUTED INCOME PER
SHARE OF COMMON STOCK: $0.34 $0.22 $0.93 $0.55
--------------- ------------- ------------- -------------
--------------- ------------- ------------- -------------
Average Common Stock
and Equivalents Outstanding 16,626 16,629 16,682 16,747
--------------- ------------- ------------- -------------
--------------- ------------- ------------- -------------
DIVIDENDS PER SHARE $0.02 $0.02 $0.06 $0.06
--------------- ------------- ------------- -------------
--------------- ------------- ------------- -------------
See notes to consolidated financial statements.
Page 4
STANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
($ In Thousands)
(Unaudited)
Foreign Minimum
Additional Currency Pension Total
Common Paid-in Translation Liability Retained Stockholders'
Stock Capital Adjustment Adjustment Earnings Equity
----------- ------------ ------------- ------------- ------------ ---------------
Balance at January 1, 1996 $162 $155,349 ($825) ($1,761) $25,171 $178,096
Net income through September 30, 1996 15,517 15,517
Translation adjustment 632 632
Common stock dividends (974) (974)
----------- ------------ ------------- ------------- ------------ ---------------
Balance at September 30, 1996 $162 $155,349 ($193) ($1,761) $39,714 $193,271
----------- ------------ ------------- ------------- ------------ ---------------
----------- ------------ ------------- ------------- ------------ ---------------
See notes to consolidated financial statements.
Page 5
STANT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ In Thousands)
(Unaudited)
Nine Months Ended September 30,
1996 1995
----------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $15,517 $9,240
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization of intangible assets 20,228 18,838
Amortization of debt issuance cost 579 572
Loss on disposal of assets 308 47
Provision for deferred taxes 2,257 3,749
Other (111) 0
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 1,560 (10,003)
Increase in inventories (2,230) (3,597)
Decrease (increase) in prepaid expenses and other current assets 493 (2,928)
Decrease in accounts payable and accrued liabilities (2,399) (27,562)
Decrease in other assets 322 164
Increase (decrease) in other liabilities (1,793) 354
----------------- ----------------
Net operating activities 34,731 (11,126)
----------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (17,356) (14,429)
Proceeds from sale of fixed assets 343 14,755
----------------- ----------------
Net investing activities (17,013) 326
----------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 3,420 0
Repayment of term loans (19,120) (6,910)
Net (repayments) borrowings on revolving loans (901) 18,043
Payment of dividends (974) (975)
----------------- ----------------
Net financing activities (17,575) 10,158
----------------- ----------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 118 539
----------------- ----------------
INCREASE (DECREASE) IN CASH 261 (103)
CASH:
Beginning of period 3,258 1,517
----------------- ----------------
End of period $3,519 $1,414
----------------- ----------------
----------------- ----------------
SUPPLEMENTAL DISCLOSURE
Noncash investing and financing activities:
Capital lease obligations $9,063 $201
See notes to consolidated financial statements.
Page 6
STANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 1996
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Stant
Corporation and Subsidiaries (the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete annual financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Financial information as of December 31, 1995 has been derived from
the audited consolidated financial statements of the Company. Revenue and
operating results for the three- and nine-month periods ended September 30, 1996
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1996. For further information refer to the audited
consolidated financial statements and footnotes thereto for the year ended
December 31, 1995 included in the Company's Annual Report on Form 10-K.
Certain reclassifications have been made to the prior year's financial
statements to conform to current year presentation.
2. Inventory
Inventories at September 30, 1996 and December 31, 1995 consist of the following
($000's):
September 30, December 31,
1996 1995
- ------------------------------------------------------------------------
Raw materials $12,477 $12,295
Work in process and components 39,537 41,697
Finished goods 44,294 40,069
- ------------------------------------------------------------------------
Total valued on first-in,
first-out (FIFO) basis 96,308 94,061
Less reduction to last-in,
first-out (LIFO) cost (1,943) (1,926)
- ------------------------------------------------------------------------
Total $94,365 $92,135
- ------------------------------------------------------------------------
At September 30, 1996 and December 31, 1995 approximately $75,788,000 and
$76,521,000, respectively, of inventories were valued using the LIFO method.
Approximate replacement cost of inventories valued using the LIFO method totaled
$77,731,000 and $78,447,000 at September 30, 1996 and December 31, 1995,
respectively.
Page 7
STANT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
September 30, 1996
3. Accounting Method Changes
Effective January 1, 1996, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of," which requires that long-lived
assets and certain identifiable intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amounts of these
assets may not be recoverable. The adoption of SFAS No. 121 did not have a
material effect on the Company's Consolidated Financial Statements.
Effective January 1, 1996, the Company adopted SFAS No. 123, "Accounting for
Stock-Based Compensation," which encourages, but does not require, companies to
adopt the fair value based method of accounting for stock-based employee
compensation plans. The Company has elected to continue to account for such
transactions under Accounting Principles Board Opinion No. 25, but will be
required to disclose in its 1996 annual Consolidated Financial Statements net
income and net income per share, on a pro forma basis, as if the fair value
based method had been applied in measuring compensation cost.
4. Contingencies
There are certain environmental matters and other potential or actual legal
claims pending against the Company which are described in the audited
consolidated financial statements and footnotes thereto for the year ended
December 31, 1995 which are included in the Company's Annual Report on Form 10-K
for such year and in the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
5. Acquisitions
During the quarter ended September 30, 1996 the Company executed an Asset
Purchase Agreement (the "Agreement") with Witco Corporation and one of its
wholly owned subsidiaries (collectively "Witco") to purchase Witco's business of
selling LubriMatic brand lubricating greases and oils and certain related
equipment, LubriMatic brand and private label hand-operated grease guns and
certain related equipment and private label greases packaged in cartridges for
use with such hand-operated grease guns. This acquisition, which was consummated
on November 1, 1996 for a cash purchase price of approximately $11 million
(subject to any post-closing adjustments as defined in the Agreement), is
expected to contribute $30 million to the Company's consolidated revenues for
1997.
Page 8
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Financial Overview - For the third quarter of 1996, net income increased 56% to
$5.6 million, or $.34 per share, versus net income of $3.6 million, or $.22 per
share, for the same period last year. Year-to-date net income in 1996 increased
68% to $15.5 million, or $.93 per share, from $9.2 million, or $.55 per share,
in 1995 which included a restructuring charge of $.06 per share ($.9 million net
of tax). Net sales increased 11% to $161.2 million for the third quarter of 1996
and increased 7% to $481.7 million year-to-date, compared with $144.9 million
and $449.8 million, respectively, for the same periods last year. Income from
operations increased 23% to $14.5 million for the third quarter and increased
24% to $41.1 million on a year-to-date basis. Financial results in the first
three quarters of 1995 were impacted by weaker demand in the aftermarket;
however, sales of the Company's weather sensitive products rebounded in the
fourth quarter of 1995 in part due to a return to more normal winter weather.
Thus far in 1996 demand for the Company's products continues to be stronger than
it was last year and the outlook for the year remains positive as the Company
expects the fourth quarter will be comparable to last year's strong fourth
quarter.
Net sales - As a supplier to the automotive parts industry, the Company operates
within one business segment. The following table classifies the Company's
consolidated net sales by its operations in geographic areas. North America
includes the Company's operations in the United States as well as its
maquiladora operations in Mexico, while foreign includes the United Kingdom,
Australia and Argentina (in millions):
Three Months Nine Months
Ended September 30, Ended September 30,
- --------------------------------------------------------------------------
1996 1995 1996 1995
- --------------------------------------------------------------------------
North America:
Original Equipment $ 72.0 $ 60.9 $224.5 $210.9
Aftermarket 65.1 61.2 186.3 167.2
Industrial 10.3 8.7 30.8 28.7
- --------------------------------------------------------------------------
Subtotal - North America 147.4 130.8 441.6 406.8
- --------------------------------------------------------------------------
Foreign:
Original Equipment 6.6 6.9 20.8 23.1
Aftermarket 7.2 7.2 19.3 19.9
- --------------------------------------------------------------------------
Subtotal - Foreign 13.8 14.1 40.1 43.0
- --------------------------------------------------------------------------
TOTAL $161.2 $144.9 $481.7 $449.8
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Three Months Ended September 30, 1996 Compared with the Three Months Ended
September 30, 1995
Total sales for North America were $147.4 million for the third quarter of 1996,
a 13% increase over 1995 sales of $130.8 million. All markets experienced sales
increases over the same period last year. The Company's sales in the automotive
original equipment market (the "OE market") continued to be strong, increasing
18% in North America. The Company benefited from higher OE production as North
American combined production of cars and light trucks for the third quarter of
1996 increased approximately 9% from the 1995 level. The Company also benefited
from increased content on certain vehicle platforms and new business which more
than offset price decreases and lost business. Automotive aftermarket (the
"aftermarket") sales in North America increased 6% for the third quarter of
1996, where the success of the Company's "Exact-Fit" wiper blade program has
contributed to increased wiper sales. Other Company products such as hose clamps
also performed well in the quarter. Sales to the industrial market increased 19%
over the prior year.
Foreign entity sales for the third quarter of 1996 were $13.8 million compared
with $14.1 million in the third quarter of 1995.
Page 9
Gross margin for the third quarter of 1996 was $42.0 million, an increase of
$6.2 million, or 17%, compared with the same period of 1995. Gross margin, as a
percentage of net sales, increased to 26.1% in 1996 from 24.7% in 1995.
Increased sales volume, more efficient utilization of manufacturing capacity and
cost reduction programs contributed to improved operating margins, although the
benefit of the cost reduction programs continue to be shared with the Company's
customers.
Selling, general and administrative ("SG&A") expense for the third quarter of
1996 was $26.0 million, a 15% increase over the $22.6 million for the same
period of 1995, primarily due to additional selling and advertising expenses.
SG&A expense as a percentage of net sales increased to 16.1% from 15.6% in 1995.
Income from operations for the third quarter of 1996 was $14.5 million on net
sales of $161.2 million, an increase of $2.8 million, or 23%, from $11.7 million
on net sales of $144.9 million for the same period of 1995
Interest expense for the third quarter of 1996 was $4.7 million, compared with
$5.4 million for the same period in 1995. Lower debt levels and interest rates
in the third quarter of 1996 versus the same period in 1995 resulted in a $.8
million decrease in interest expense.
The provision for income taxes of $4.4 million for the third quarter of 1996 and
$3.0 million for the same period of 1995 represent effective tax rates of 44.0%
and 45.6%, respectively. The decrease in the effective rate results from a
relatively constant level of permanent differences and an increase in income
before taxes.
Nine Months Ended September 30, 1996 Compared with the Nine Months Ended
September 30, 1995
Total sales for North America were $441.6 million for the nine-month period of
1996, a 9% increase over 1995 sales of $406.8 million. Aftermarket sales in
North America increased 11% compared with the prior year. While demand was
weaker in the first three quarters of 1995, due in part to a mild winter and
high customer inventories, in 1996 aftermarket sales of wipers and thermostats
increased significantly. Promotional programs for certain products and strong
demand for the Company's "Exact Fit" wiper product also contributed to the
increase in aftermarket sales. In the OE market, North American combined
production of cars and light trucks in 1996 increased approximately 2% on a
year-to-date basis from the 1995 level. However, the Company's North American OE
sales increased 6% on a year-to-date basis, as the Company also benefited from
increased content on certain vehicle platforms and new business which more than
offset price decreases and lost business. Sales to the industrial market
increased 7% over the prior year.
Year-to date foreign entity sales were $40.1 million in 1996 compared with $43.0
million in 1995.
Gross margin for the nine-month period of 1996 was $121.3 million, an increase
of $13.5 million, or 13%, compared with the same period of 1995. Gross margin,
as a percentage of net sales, increased to 25.2% in 1996 from 24.0% in 1995. The
increase in gross margin was due principally to increased sales volume, a
slightly higher mix of aftermarket sales, which historically carry a higher
gross margin percentage than sales to the OE market, and improved operating
margins by the Company's windshield wiper systems unit, Trico Products
Corporation ("Trico"). Although it appears that aftermarket demand has rebounded
from the reduced level experienced in the first three quarters of 1995,
aftermarket margins have declined from historical levels, a result of price
competition and consolidation trends within distribution channels. The Company
has however, been able to partially offset the effect of OE market and
aftermarket price concessions on its gross margin by cost savings realized
through cost reduction programs.
Selling, general and administrative expense for the nine-month period of 1996
was $75.7 million, a 10% increase over the $69.1 million for the same period of
1995, primarily due to additional selling, advertising and engineering expense.
SG&A expense as a percentage of net sales increased slightly to 15.7% from 15.3%
in 1995.
Page 10
Income from operations for the nine-month period of 1996 was $41.1 million on
net sales of $481.7 million, an increase of $8.0 million, or 24%, from $33.0
million on net sales of $449.8 million for the same period of 1995. In 1995,
income from operations included a restructuring charge of $1.6 million ($.9
million net of tax, or $.06 per share) and other charges associated with the
restructuring of $.6 million ($.3 million net of tax, or $.02 per share).
Interest expense for the nine-month period of 1996 was $13.7 million, compared
with $16.7 million for the same period in 1995. Lower debt levels and interest
rates in 1996 resulted in a $3.0 million decrease in interest expense for the
current year-to-date period compared with the prior year.
The provision for income taxes of $12.5 million for the nine-month period of
1996 and $7.8 million for the same period of 1995 represent effective tax rates
of 44.6% and 45.7%, respectively. The decrease in the effective rate results
from a relatively constant level of permanent differences and an increase in
income before taxes.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows provided by operating activities were strong for the nine-month
period ended September 30, 1996, totaling $34.7 million compared with a negative
$11.1 million in the first nine months of 1995. Operating cash flows for the
comparable 1995 period were negatively impacted by a $10.0 million net increase
in accounts receivable and the use of significant cash to fund expenditures
related to the December 1994 acquisition of Trico as shown by the reduction in
accounts payable and accrued liabilities. In 1996, increased net income,
adjusted for non-cash charges for depreciation and amortization, provided
significant operating cash flows. Also contributing to the improvement in
operating cash flows is the emphasis management is placing on working capital
management. Despite increased sales, inventory management and reduction programs
have enabled the Company to maintain inventories at a lower level than during
the same period last year.
Cash flows utilized by investing activities include $17.4 million year-to-date
in 1996 for capital expenditures, as compared with $14.4 million in 1995. The
higher level of capital expenditures includes the purchase of a previously
leased manufacturing facility located in Pontypool, Wales. In early 1996 the
Company also entered into a long-term capital lease for a new wiper system
technology center to support all research and development as well as sales
activities of Trico. During the third quarter construction of the facility was
completed and the Company recorded the capital lease obligation of $8.5 million.
The agreement provides for aggregate annual payments, including interest, of
approximately $1.0 million, payable monthly, commencing in August, 1996 through
July, 2016. The Company expects 1996 capital expenditures, excluding capital
leases, to total between $24 and $27 million. Additionally, the Company will pay
approximately $11 million in the fourth quarter related to the acquisition of
the LubriMatic business.
Positive operating cash flows generated in 1996 were also used to fund $20.0
million in debt reductions, including $19.1 million in payments on the Company's
term loans and $.9 million in net payments on the Company's revolving loans.
Financing activities also included new borrowings of $3.4 million used to
finance a portion of the Pontypool facility purchase discussed above. At
September 30, 1996 the Company had $79.6 million available for future borrowings
under its revolving and swing line credit facilities.
The Company expects that, absent a significant acquisition, cash flows from
operating activities will be sufficient to fund working capital needs, capital
expenditures and debt reductions in 1996. Revolving credit borrowings under the
Company's credit agreement are available to meet temporary working capital
requirements as well as for future acquisitions.
Page 11
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are attached hereto:
11 - Statement Regarding Computations of Per Share Earnings
27.1 - Financial Data Schedule
Page 12
Signature
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.
STANT CORPORATION
(Registrant)
November 8, 1996 David R. Paridy
- ---------------- ---------------
(Date) David R. Paridy, President
and Chief Executive Officer
November 8, 1996 Thomas E. Schmitt
- ---------------- -----------------
(Date) Thomas E. Schmitt, Senior Vice President
and Chief Financial Officer
(Principal Accounting and Financial Officer)
Page 13