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 FEBRUARY 28, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ____________________
Commission file number 1-8654
Unitel Video, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 23-1713238
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
510 West 57th Street - New York, New York 10019
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(Address of principal executive offices)
(212) 265-3600
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(Registrant's telephone number, including area code)
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(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 twelve months and (2) has been subject to such requirements
for the past 90 days.
..... .....
Yes . X . No . .
..... .....
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
2,620,165 Common shares outstanding as of April 12, 1995.
(Number of shares) (Date)
UNITEL VIDEO, INC.
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FORM 10-Q
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QUARTER ENDED FEBRUARY 28, 1995
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Page
INDEX Number
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
February 28, 1995 (Unaudited) and
August 31, 1994 3-4
Consolidated Statements of Operations
February 28, 1995 (Unaudited) and
February 28, 1994 (Unaudited) 5
Consolidated Statements of Cash Flows
February 28, 1995 (Unaudited)
and February 28, 1994 (Unaudited) 6-7
Notes to Consolidated Financial
Statements (Unaudited) 8-9
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 10-12
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security-Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
UNITEL VIDEO, INC.
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FORM 10-Q
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QUARTER ENDED FEBRUARY 28, 1995
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Part 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
February 28, 1995 August 31, 1994
----------------- ---------------
(Unaudited) (Note)
ASSETS
- ------
Current Assets:
Cash $ 1,178,000 $ 1,293,000
Accounts receivable,
less allowance for
doubtful accounts of $788,000
and $690,000 13,175,000 10,772,000
Other receivables 412,000 382,000
Prepaid income taxes -- 81,000
Prepaid expenses 1,266,000 1,553,000
------------- ------------
Total current assets 16,031,000 14,081,000
Property and equipment - at cost
Land, buildings
and improvements 23,417,000 22,787,000
Video equipment 97,534,000 92,301,000
Automobiles 50,000 50,000
Furniture and fixtures 3,635,000 3,362,000
------------- ------------
124,636,000 118,500,000
Less accumulated depreciation 67,075,000 63,075,000
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57,561,000 55,425,000
Goodwill 3,859,000 1,839,000
Other assets 1,354,000 1,168,000
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$ 78,805,000 $ 72,513,000
------------- ------------
------------- ------------
Note: The balance sheet at August 31, 1994 has been taken from the audited
consolidated financial statements at that date.
See notes to consolidated financial statements.
3
UNITEL VIDEO, INC.
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FORM 10-Q
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CONSOLIDATED BALANCE SHEETS
---------------------------
(Continued)
February 28, 1995 August 31, 1994
----------------- ---------------
(Unaudited) (Note)
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 6,842,000 $ 6,504,000
Accrued expenses 1,022,000 1,061,000
Payroll and related taxes 2,634,000 2,982,000
Income taxes payable 121,000 --
Current maturities of long-term debt 13,806,000 12,153,000
Current maturities of ESOP loan 177,000 168,000
------------- --------------
Total current liabilities 24,602,000 22,868,000
Deferred rent 903,000 987,000
Deferred gain on sale of building 17,000 117,000
Long-term debt, less current maturities 19,197,000 15,891,000
Subordinated debt 3,250,000 2,500,000
ESOP loan, less current maturities 247,000 338,000
Accrued retirement 1,055,000 969,000
Deferred income taxes 110,000 15,000
Stockholders' equity:
Common stock, par value
$.01 per share
Authorized 5,000,000 shares
Issued 3,486,054 and 3,482,754 shares
respectively, and outstanding 2,619,765
and 2,616,465 shares respectively 26,000 26,000
Additional paid-in capital 27,386,000 27,386,000
Retained earnings 10,568,000 10,079,000
Common stock held in treasury,
at cost (866,289 shares) (7,974,000) (7,974,000)
------------- --------------
30,006,000 29,517,000
Unearned employee benefit expense (582,000) (689,000)
------------- --------------
Total stockholders' equity 29,424,000 28,828,000
------------- --------------
$78,805,000 $ 72,513,000
------------- --------------
------------- --------------
Note: The balance sheet at August 31, 1994 has been taken from the audited
consolidated financial statements at that date.
See notes to consolidated financial statements.
4
UNITEL VIDEO, INC.
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FORM 10-Q
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CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(Unaudited)
Three Months Ended February 28, Six Months Ended February 28,
------------------------------- -----------------------------
1995 1994 1995 1994
---- ---- ---- ----
Sales $20,581,000 $18,806,000 $41,814,000 $40,363,000
Cost of sales:
Production costs 14,601,000 13,170,000 29,032,000 27,184,000
Depreciation 2,420,000 2,492,000 4,674,000 4,955,000
----------- ----------- ----------- -----------
17,021,000 15,662,000 33,706,000 32,139,000
----------- ----------- ----------- -----------
Gross profit 3,560,000 3,144,000 8,108,000 8,224,000
Operating expenses:
Selling 740,000 698,000 1,485,000 1,415,000
General and administrative 1,984,000 2,634,000 4,257,000 5,074,000
Interest 742,000 589,000 1,457,000 1,200,000
----------- ----------- ----------- -----------
3,466,000 3,921,000 7,199,000 7,689,000
----------- ----------- ----------- -----------
Earnings (loss) from operations 94,000 (777,000) 909,000 535,000
Other income -- -- 14,000 --
----------- ----------- ----------- -----------
Earnings before
income taxes 94,000 (777,000) 923,000 535,000
Income taxes 44,000 (326,000) 434,000 251,000
----------- ----------- ----------- -----------
Net earnings applicable for
common stock $50,000 ($451,000) $489,000 $284,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Earnings (loss) Per Common Share
Net earnings (loss) $0.02 ($0.17) $0.19 $0.11
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Weighted average of common and
common equivalent shares
outstanding 2,580,000 2,620,000 2,572,000 2,616,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
See notes to consolidated financial statements.
5
UNITEL VIDEO, INC.
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FORM 10-Q
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CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
Six Months Ended
----------------
February 28, 1995 February 28, 1994
----------------- -----------------
Cash Flows From Operating Activities:
Net income $ 489,000 $ 284,000
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and amortization 4,948,000 5,036,000
Net gain on disposal of assets (274,000) (81,000)
Accretion of subordinated debt -- 238,000
Recognition of deferred gain (100,000) (100,000)
Amortization of deferred financing costs 199,000 238,000
Payments made on accrued acquisition
costs -- (45,000)
Deferred rent (85,000) 67,000
Accrued retirement expense 86,000 103,000
Deferred income taxes 95,000 --
Decrease (Increase) in:
Accounts receivable (2,501,000) (748,000)
Allowance for doubtful accounts 98,000 (107,000)
Other receivables (30,000) (96,000)
Prepaid expenses 287,000 (409,000)
Prepaid taxes 81,000 135,000
Other assets (431,000) 45,000
Deferred tax asset -- (35,000)
Increase (Decrease) in:
Accounts payable 339,000 (1,547,000)
Accrued expenses (38,000) 299,000
Payroll and related taxes (348,000) 1,078,000
Income taxes payable 121,000 --
------------- -------------
Total adjustments 2,447,000 4,071,000
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Net cash provided by operating
activities 2,936,000 4,355,000
Cash Flows From Investing
Activities:
Capital expenditures (2,348,000) (8,510,000)
Acquisition of GC & Co. assets (1,300,000) --
Proceeds from disposal of assets 331,000 81,000
Profit distribution from affiliate -- (5,000)
------------- -------------
Net cash (used) in
investing activities (3,317,000) (8,434,000)
(Continued)
6
UNITEL VIDEO, INC.
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FORM 10-Q
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CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Continued)
Six Months Ended
----------------
February 28, 1995 February 28, 1994
----------------- -----------------
Cash Flows From Financing Activities:
Proceeds from long-term financing $ 2,700,000 $ 5,190,000
Proceeds from issuance of common stock (17,000) 39,000
Repayment of loan to ESOP 25,000 7,000
Repayment of note to Banta (500,000)
Principal repayments (1,942,000) (2,013,000)
----------- -----------
Net cash provided by
financing activities 266,000 3,223,000
----------- -----------
Net Decrease in Cash (115,000) (856,000)
Cash Beginning of Year 1,293,000 1,008,000
----------- -----------
Cash End of Six Months $ 1,178,000 $ 152,000
----------- -----------
----------- -----------
Schedule of income taxes and
interest paid:
Income Taxes Paid $ 148,000 $ 116,000
Interest Paid 1,577,000 642,000
----------- -----------
$ 1,725,000 $ 758,000
----------- -----------
----------- -----------
Supplemental schedule of non cash investing and financing activities:
Detail of acquisition of GC & Co.:
Fair value of assets acquired $6,750,000
Subordinated note to seller (750,000)
Capital lease obligation (4,700,000)
-----------
Net cash paid for acquisition $ 1,300,000
-----------
-----------
See notes to consolidated financial statements.
7
UNITEL VIDEO, INC.
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FORM 10-Q
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SIX MONTHS ENDED FEBRUARY 28, 1995
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Unaudited)
1. CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated balance sheet as of February 28, 1995, the
consolidated statements of operations for the six months and quarters ended
February 28, 1995 and 1994, and the consolidated statements of cash flows for
the six months then ended have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations, and cash flows at February 28, 1995 and for all periods presented
have been made.
Certain information and footnote disclosure normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto in the Company's August 31, 1994 Form 10-K filed
with the Securities and Exchange Commission. The results of operations for the
six months ended February 28, 1995 are not necessarily indicative of the
operating results for the full year.
2. STOCKHOLDERS' EQUITY
During the six months ended February 28, 1995, stockholders' equity increased
due to net income of $489,000, from a reduction in unearned employee benefit
expense of $107,000 and additional paid in capital of $17,000 resulting from the
allocation of ESOP shares and from the purchase of employee stock under the
stock purchase plan in the amount of $17,000.
3. RECLASSIFICATION
Gain on disposal of fixed assets and amortization of goodwill were reclassified
for fiscal 1994 to conform with the current year presentation.
4. PER SHARE DATA
Per share data for the quarter and six months ended February 28, 1995 and 1994
is based on the weighted average number of common shares outstanding. In the
quarter and six months ended February 28, 1995, unreleased Employee Stock
Ownership Plan shares are not considered outstanding for earnings per share
calculations. (See Note 5).
5. 401(K) EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
The Company sponsors a 401(k) savings and stock ownership plan (the "Plan")
which requires the Company to match employee contributions to the 401(k) portion
of the Plan in shares of the Company's Common Stock up to the maximum amount set
forth in the Plan. Effective September 1, 1994, the Company has adopted the
provisions of Statement of Position 93-6, "Employer's Accounting for Employee
Stock Ownership Plans" ("SOP 93-6").
8
In 1987, to purchase 115,849 shares of the Company's stock, the Plan obtained
financing from a bank amounting to $1,250,000. In 1991 the Plan purchased
25,810 shares of the Company's stock financed by a $229,193 loan from the
Company. The Plan is funded by the Company as required to provide the Plan with
the funds necessary to meet its debt service requirements. The loan obligations
of the Plan are considered unearned employee benefit expense and are recorded as
a separate reduction of the Company's shareholders' equity. The bank financing
is guaranteed by the Company.
The Plan's shares are released and allocated to participant accounts based upon
Company contributions and certain payments made to reduce the Plan debt. The
Company reports compensation expense based on the dollar value of the 401(k)
match expense.
The Plan's compensation expense was $87,810 and $43,905 for the six months and
quarter ended February 28, 1995, respectively. A summary of the Plan's shares
as of February 28, 1995 is as follows:
Allocated shares 73,092
Shares released for allocation 17,022
Unreleased shares 43,614
--------
133,728
--------
--------
Fair value of unreleased shares
at February 28, 1995 $289,000
--------
Prior to adoption of SOP 93-6, the unreleased shares were considered outstanding
for the earnings per share computation. Accordingly, for the six months ended
February 28, 1995, 43,614 shares were no longer considered outstanding. The
effect of adopting SOP 93-6 was not material on the net income, and resulted in
an increase of 1% on the net income per share for the six months and quarter
ended February 28, 1995.
6. GC & CO. ACQUISITION
On February 24, 1995, the Company purchased the business and assets of GC & Co.
for a purchase price of $6,750,000 consisting of $6,000,000 in cash and $750,000
of convertible subordinated promissory notes. The notes bear interest at the
rate of 1% over prime and the entire principal balance is due in August of 1997.
The notes are subordinated to all debt of the Company owing to Chemical Bank and
The Chase Manhattan Bank, N.A., the Company's primary bank lenders, and are
convertible into the Company's common stock, based on the principal of the
notes, at a rate of $10.00 per share. The cash portion of the purchase price was
financed by a $4,700,000 five year capital lease with a fixed rate of interest
of 8.2%, payable in sixty equal monthly payments of principal and interest of
$82,000 and a balloon payment at the end of the lease period of $940,000.
Additionally, the Company obtained a $1,800,000 loan with a fixed interest rate
of 9.3% payable in sixty equal monthly payments of principal and interest of
$33,000 and a balloon payment at the end of the five year period of $360,000.
The $500,000 available to the Company from these two financings after the
payment of the cash portion of the GC & Co. acquisition price was used to repay
a $500,000 note payable to Banta Corporation from the purchase of the Editel Los
Angeles building. The purchase price includes goodwill of $2,000,000 which will
be amortized over a 15 year period.
7. SUBSEQUENT EVENT
On April 7, 1995 the Company announced that it terminated negotiations with
Modern Videofilm, Inc., a Burbank, California provider of post-production
services, for the sale to Modern of the business and assets of the Unitel-
Hollywood division of the Company. The Company and Modern had previously
announced an agreement in principle for the sale of the Unitel-Hollywood
division for approximately $7,000,000 in cash, subject to the completion of
definitive documentation, the completion of financing arrangements by Modern,
and the satisfaction of certain other conditions. The Company terminated
negotiations when the parties were unable to agree on a number of matters that
the Company considered central to the successful completion of the proposed
transaction.
9
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
-------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
Capital expenditures were $1,229,000 and $2,348,000 during the quarter and six
months ended February 28, 1995, (exclusive of the acquisition of GC & Co.
described below) and $3,232,000 and $8,510,000 for the quarter and six months
ended February 28, 1994. During the first six months of fiscal year 1995
capital expenditures were made primarily for the modernization of the Company's
Editel-Los Angeles building and film to tape facilities. Equipment used in post
production and graphics was also purchased for use throughout the Company.
Net cash provided by operating activities during the six months ended February
28, 1995 was $2,936,000 and during the six months ended February 28, 1994 was
$4,355,000. Net cash provided by operating activities for the six months ended
February 28, 1995 was offset by $3,317,000 of cash used in investing activities,
which consisted primarily of capital expenditures and the acquisition of the
assets of GC & Co. and was supplemented by net cash provided by financing
activities of $266,000, resulting in a net decrease in cash available of
$115,000.
In May 1992, the Company entered into a revolving credit and term loan agreement
with its two primary bank lenders. The facility includes a term loan portion
that is payable in equal monthly payments of $250,000 through October 1998, and
a $10,000,000 revolving credit portion which is due in full in May 1995. As of
February 28, 1995, $823,000 was available under the revolving credit portion of
the loan. The revolving credit portion of the long-term debt is included in
current liabilities and the Company is currently negotiating to extend the term
of the revolver.
In February 1995, the Company purchased the business and assets of GC & Co.
(formerly known as Greene, Crowe & Company), a Burbank, California based
supplier of "on-location" services for the videotaping and live telecasting of
concerts, cultural and other events, including the "Academy Awards", the "Grammy
Awards" and "The American Music Awards". The purchase price was $6,750,000,
consisting of $6,000,000 in cash and $750,000 of convertible subordinated
promissory notes. The notes bear interest at 1% over prime and are due in full
in August 1997 and are also convertible into the Company's common stock at
$10.00 per share. The cash portion of the purchase price was financed by a
$4,700,000 five year capital lease with a fixed rate of interest of 8.2%,
payable in sixty equal monthly payments of principal and interest of $82,000 and
a balloon payment at the end of the lease period of $940,000. Additionally, the
Company obtained a $1,800,000 loan with a fixed interest rate of 9.3% payable in
sixty equal monthly payments of principal and interest of $33,000 and a balloon
payment at the end of the five year period of $360,000. The $500,000 available
to the Company from these two financings after the payment of the cash portion
of the GC & Co. acquisition price was used to repay a $500,000 note payable to
Banta Corporation from the purchase of the Editel Los Angeles building.
10
On April 7, 1995 the Company announced that it terminated negotiations with
Modern Videofilm, Inc., a Burbank, California provider of post-production
services, for the sale to Modern of the business and assets of the Unitel-
Hollywood division of the Company. The Company and Modern had previously
announced an agreement in principle for the sale of the Unitel-Hollywood
division for approximately $7,000,000 in cash, subject to the completion of
definitive documentation, the completion of financing arrangements by Modern,
and the satisfaction of certain other conditions. The Company terminated
negotiations when the parties were unable to agree on a number of matters that
the Company considered central to the successful completion of the proposed
transaction.
RESULTS OF OPERATIONS
Sales were $20,581,000 and $18,806,000 for the quarters ended February 28, 1995
and 1994, respectively, representing an increase of 9%. The sales increase was
due primarily to greater revenues generated by the Company's studio production
facilities. Sales were $41,814,000, and $40,363,000 for the six months ended
February 28, 1995 and February 28, 1994, respectively.
The Company's net income for the quarter ended February 28, 1995 was $50,000,
compared to the net loss of ($451,000) for the comparable quarter of fiscal year
1994. The increase in net income was due to an increase in sales of $1,775,000
during the second quarter of 1995 compared to the same period in the prior year,
as well as a significant decrease in general and administrative expenses. The
Company's net income was $489,000 and $284,000 for the six months ended February
28, 1995 and February 28, 1994, respectively.
Production costs, the main component of cost of sales, consist primarily of
direct labor, equipment maintenance expenses and occupancy costs. The Company's
production costs, as a percentage of sales, were 71% for the quarter ended
February 28, 1995, as compared to 70% for the quarter ended February 28, 1994
and were 69% and 67% for the first six months of fiscal years 1995 and 1994,
respectively. The increase in production costs for the quarter and six months
ended February 28, 1995 as compared with the same period in the prior year, is
due primarily to a significant increase in studio production revenues which
incur expense at a higher rate than the Company's other services.
11
Depreciation, as a percentage of sales, was 12% and 13% for the quarters ended
February 28, 1995 and February 28, 1994, respectively, and 11% and 12% for the
first six months of the 1995 and 1994 fiscal years, respectively. The decrease
in the quarter and six months ended February 28, 1995 compared to the same
periods in the prior year was a result of a reduction in depreciation as a
result of a gain on disposals of $274,000 as compared to a gain of $81,000 in
1994. Additionally, certain assets of the Company's Mobile and Windsor
divisions became fully depreciated in the fourth quarter of 1994.
Selling expenses for the quarters ended February 28, 1995 and February 28, 1994
were 3.6% and 3.7% of sales, respectively, and 3.6% and 3.5% for the six months
ended February 28, 1995 and February 28, 1994, respectively. The increase in
the six months ended February 28, 1995 compared to the comparable period in
fiscal year 1994 was due to an increase in the sales staff at the Company's
Editel divisions.
General and administrative expenses, as a percentage of sales, for the quarters
ended February 28, 1995 and February 28, 1994 were 10% and 14%, respectively,
and 10% and 13% for the six months ended February 28, 1995 and February 28,
1994, respectively. The decrease in the quarter and six months ended February
28, 1995 compared to the same period in fiscal 1994 is due primarily to an
ongoing company wide effort to reduce administrative costs.
Interest expense, as a percentage of sales, for the quarters ended February 28,
1995 and February 28, 1994 was 3.6% and 3.1%, respectively, and 3.5% and 3.0%
for the six months ended February 28, 1995 and February 28, 1994. The increase
in the quarter and six months ended February 28, 1995 as compared to the same
period in fiscal 1994 was due to additional interest expense incurred relating
to the mortgage financings obtained on the studio purchased by the Company in
October 1993 and on the Editel-Los Angeles building purchased by the Company in
June 1994, equipment financing obtained in December 1993 and financing obtained
as a result of the GC & Co. acquisition. Additionally, interest rates were
significantly higher in the first six months of fiscal 1995 as compared to the
same period in the prior year resulting in higher interest payments on the
floating rate portion of the Company's debt.
The Company's effective tax rate was 47% for the first six months of both fiscal
1995 and 1994. The effective tax rate exceeded the federal statutory rate of
34% due to state and local taxes.
12
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
(a) The Annual Meeting of Stockholders of the Company was held on February
8, 1995.
(b) At the Annual Meeting, Walter G. Arader and Philip S. Birsh were re-
elected as Directors for terms expiring in 1998. The term of office as a
Director of John Hoffman, Herbert Bass and Alex Geisler continued after the
meeting.
(c) The total votes cast for, withheld or against, as well as the number
of abstentions and broker non-votes, as to the election of Directors, were as
follows:
Nominee Total Votes For Total Votes Withheld
- ------- --------------- --------------------
Walter G. Arader 2,373,270 109,205
Philip S. Birsh 2,373,280 109,195
There were 58,264 broker non-votes for the election of Directors.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Index
(2) Asset Purchase Agreement between Unitel Video, Inc. and Jee See &
Co., Inc. dated as of February 24, 1995 (incorporated by reference to Exhibit
2.1 to the Company's report on Form 8-K filed March 8, 1995 (File No. 1-8654).
(27) Exhibit 27.1. Financial Data Schedule.
(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K, dated February 24, 1995,
reporting Item 2 "Acquisition or Disposition of Assets", relating to the
acquisition of the business and assets of GC & Co.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
UNITEL VIDEO, INC.
By: /S/ John Hoffman
-------------------------
John Hoffman
President and Chief Executive Officer
By: /S/ Barry Knepper
-------------------------
Barry Knepper
Vice President-Finance and Treasurer
Dated: April 12, 1995
14