SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---- ----- Commission File Number 1-8519 -------------------------- MATRIXX MARKETING INC. PROFIT SHARING/401(k) PLAN CINCINNATI BELL INC. 201 East Fourth Street Cincinnati, Ohio 45202 INDEX Report of Independent Accountants Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1996 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1996 Statement of Net Assets Available for Plan Benefits as of December 31, 1995 Notes to Financial Statements Schedules: Item 27(a) -- Schedule of Assets Held for Investment Purposes as of December 31, 1996 Item 27(d) -- Schedule of Reportable Transactions for the Year Ended December 31, 1996 Other Schedules Are Omitted Because the Information Required is Contained in the Financial Statements. REPORT OF INDEPENDENT ACCOUNTANTS Plan Committee of the MATRIXX Marketing Inc. Profit Sharing/401(k) Plan We have audited the accompanying statement of net assets available for benefits of the MATRIXX Marketing Inc. Profit Sharing/401(k) Plan as of December 31, 1996 and 1995, and the related statement of changes in net assets available for benefits for the year ended December 31, 1995. These financial statements are the responsibility of the Plan's Management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the MATRIXX Marketing Inc. Profit Sharing/401(k) Plan as of December 31, 1996 and 1995, and the changes in net assets available for benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets Held for Investment Purposes as of December 31, 1996 and Schedule of Reportable Transactions for the year ended December 31, 1996 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Coopers & Lybrand L.L.P. Cincinnati, Ohio June 14, 1997 1 MATRIXX MARKETING INC. PROFIT SHARING/401(K) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 Inter- U.S. Cincinnati Stable national Treasury Bell Inc. Value Stock Money G.N.M.A. ASSETS Shares Fund Fund Fund Fund Fund ------------- ------------- ------------- ------------- ------------- Employer contribution receivable $ 2,061,161 Investments (cost of$16,446,822) : Cincinnati Bell Inc. shares 10,710,125 Mutual funds $ 1,799,308 $ 504,052 $ 1,540,432 $ 169,991 Participant loans receivable ------------ ------------ ------------ ------------ ------------ Total investments 10,710,125 1,799,308 504,052 1,540,432 169,991 Total assets 12,771,286 1,799,308 504,052 1,540,432 169,991 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 12,771,286 $ 1,799,308 $ 504,052 $ 1,540,432 $ 169,991 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Capital Equity Apprec- Spectrum Income iation Other Participant Income ASSETS Fund Fund Funds Loans Funds ------------- ------------- ------------- ------------------- ------------- Employer contribution receivable Investments (cost of$16,446,822): Cincinnati Bell Inc. shares Mutual funds $ 3,438,120 $ 406,803 $ 1,417,966 $ 1,121,832 Participant loans receivable $ 931,372 ------------ ------------ ------------ ------------ ------------ Total investments 3,438,120 406,803 1,417,966 931,372 1,121,832 Total assets 3,438,120 406,803 1,417,966 931,372 1,121,832 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 3,438,120 $ 406,803 $ 1,417,966 $ 931,372 $ 1,121,832 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Spectrum Growth ASSETS Fund Total ------------ ------------ Employer contribution receivable $ 2,061,161 Investments (cost of$16,446,822): Cincinnati Bell Inc. shares 10,710,125 Mutual funds $ 1,907,282 12,305,786 Participant loans receivable 931,372 ------------ ------------ Total investments 1,907,282 23,947,283 Total assets 1,907,282 26,008,444 ------------ ------------ Net assets available for benefits $ 1,907,282 $ 26,008,444 ------------ ------------ ------------ ------------ SEE NOTES TO FINANCIAL STATEMENTS. 2 MATRIXX MARKETING INC. PROFIT SHARING/401(K) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996 Inter- U.S. Cincinnati Stable national Treasury Bell Inc. Value Stock Money G.N.M.A. Shares Fund Fund Fund Fund Fund ------------- ------------- ------------- ------------- ------------- Net assets available for benefits at beginning of year $ 6,937,543 $ 1,720,383 $ 240,741 $ 719,229 $ 219,299 Additions: Employer contributions 2,362,674 Participant contributions 227,048 229,181 129,072 64,301 - Dividend and other income 134,701 105,375 13,503 42,515 13,149 Net transfer from affiliated plans 31,268 2,362 829 (30) - Net transfer of participants balances (585,636) (112,350) 90,602 570,543 (21,002) Net appreciation (depreciation) of investments 4,546,408 - 41,736 - (8,011) ------------ ------------ ------------ ------------ ------------ Total additions 6,716,463 224,568 275,742 677,329 -15,864 Deductions: Distributions to participants 882,720 145,643 12,431 -143,874 33,444 ------------ ------------ ------------ ------------ ------------ Total deductions 882,720 145,643 12,431 -143,874 33,444 ------------ ------------ ------------ ------------ ------------ Net increase (decrease) 5,833,743 78,925 263,311 821,203 -49,308 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at end of year $12,771,286 $1,799,308 $504,052 $1,540,432 $169,991 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Capital Equity Apprec- Spectrum Income iation Other Participant Income Fund Fund Funds Loans Funds ------------- ------------- ------------- ------------------- ------------- Net assets available for benefits at beginning of year $ 2,714,573 $ 261,835 $ 1,293,448 $ 742,223 $ 1,055,916 Additions: Employer contributions Participant contributions 495,759 135,597 43,228 - 164,247 Dividend and other income 215,770 38,212 15,972 61,045 83,202 Net transfer from affiliated plans 5,438 3,332 607 23,145 366 Net transfer of participant balances (28,386) (5,162) (34,620) 179,494 (32,124) Net appreciation (depreciation) of investments 355,349 13,828 251,088 - (4,595) ------------ ------------ ------------ ------------ ------------ Total additions 1,043,930 185,807 276,275 263,684 211,096 Deductions: Distributions to participants 320,383 40,839 151,757 74,535 145,180 ------------ ------------ ------------ ------------ ------------ Total deductions 320,383 40,839 151,757 74,535 145,180 ------------ ------------ ------------ ------------ ------------ Net increase (decrease) 723,547 144,968 124,518 189,149 65,916 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits at end of year $ 3,438,120 $ 406,803 $ 1,417,966 $ 931,372 $ 1,121,832 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Spectrum Growth Fund Total ------------- ------------ Net assets available for benefits $ 1,499,127 $ 17,404,317 at beginning of year Additions: 2,362,674 Employer contributions 278,066 1,766,499 Participant contributions 132,554 855,998 Dividend and other income 5,422 72,739 Net transfer from affiliated plans Net transfer of participant (21,359) - balances Net appreciation (depreciation) 180,575 5,376,378 of investments ------------ ------------ 575,258 10,434,288 Total additions Deductions: 167,103 1,830,161 Distributions to participants ------------ ------------ 167,103 1,830,161 Total deductions ------------ ------------ 408,155 8,604,127 Net increase (decrease) ------------ ------------ Net assets available for $ 1,907,282 $ 26,008,444 benefits at end of year ------------ ------------ ------------ ------------ SEE NOTES TO FINANCIAL STATEMENTS. 3 MATRIXX MARKETING INC. PROFIT SHARING/401(K) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 Inter- U.S. Cincinnati Stable national Treasury Bell Inc. Value Stock Money G.N.M.A. ASSETS Shares Fund Fund Fund Fund Fund ------------- ------------- ------------- ------------- ------------- Employer contribution receivable $ 1,650,050 Investments (cost of$12,466,084) : Cincinnati Bell Inc. shares 5,287,493 Mutual funds $ 1,720,383 $ 240,741 $ 719,229 $ 219,299 Participant loans receivable ------------ ------------ ------------ ------------ ------------ Total investments 5,287,493 1,720,383 240,741 719,229 219,299 Total assets 6,937,543 1,720,383 240,741 719,229 219,299 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $ 6,937,543 $ 1,720,383 $ 240,741 $ 719,229 $219,299 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Capital Equity Apprec- Spectrum Income iation Other Participant Income ASSETS Fund Fund Funds Loans Funds ------------- ------------- ------------- ----------------- ------------- Employer contribution receivable Investments (cost of$12,466,084) : Cincinnati Bell Inc. shares Mutual funds $2,714,573 $261,835 $1,293,448 $1,055,916 Participant loans receivable 742,223 ------------ ------------ ------------ ------------ ------------ Total investments 2,714,573 261,835 1,293,448 742,223 1,055,916 Total assets 2,714,573 261,835 1,293,448 742,223 1,055,916 ------------ ------------ ------------ ------------ ------------ Net assets available for benefits $2,714,573 $261,835 $1,293,448 $742,223 $1,055,916 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Spectrum Growth ASSETS Fund Total ------------- ------------- Employer contribution receivable $ 1,650,050 Investments (cost of$12,466,084) : Cincinnati Bell Inc. shares 5,287,493 Mutual funds $ 1,499,127 9,724,551 Participant loans receivable 742,223 ------------ ------------ Total investments 1,499,127 15,754,267 Total assets 1,499,127 17,404,317 ------------ ------------ Net assets available for benefits $ 1,499,127 17,404,317 ------------ ------------ ------------ ------------ SEE NOTES TO FINANCIAL STATEMENTS. 4 MATRIXX MARKETING INC. NOTES TO FINANCIAL STATEMENTS 1. PLAN DESCRIPTION The following is a description of the MATRIXX Marketing Inc. Profit Sharing/401(k) Plan (the "Plan"). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. Reference is made to the plan document and the related Trust Agreement for complete information. a. GENERAL: The Plan is a defined contribution plan covering substantially all domestic employees of MATRIXX Marketing Inc. (the "Company"), a wholly-owned subsidiary of Cincinnati Bell Inc. ("CBI"). The Plan is administered by a Committee ("Plan Committee") appointed in accordance with the provisions of the Plan. The trustee to the Plan is T. Rowe Price Trust Company. Administrative expenses are paid by the Company and are not included in the accompanying statements. b. CONTRIBUTIONS AND PARTICIPANT LOANS: Participating employees may defer, pursuant to Section 401(k) of the Internal Revenue Code of 1986 (the "Code"), a percentage of pre-tax compensation, subject to certain limitations. Contributions made by participants in excess of allowable percentages are refunded to participants. The participants may also make after-tax voluntary contributions. Through 1996 the contributions are invested by the Trustee, as directed by each participant, in one or more investment funds. Periodically, participants may change their investment option. Participants are permitted to borrow against their pre-tax contribution accounts. The maximum loan amount available is fifty percent of the vested account balance; provided, however, that the total amount borrowed at any time may not exceed $50,000. Participant loans bear interest at the prime lending rate at the time the loan is made and generally must be repaid within five years. The Company makes discretionary "profit sharing" contributions which are allocated among participant accounts generally in the proportion that each participant's compensation bears to all participants' compensation. The Company also makes "matching" contributions with respect to participants 401(K) contributions. Participants vest in Company contributions based on years of service. Company contributions are invested in CBI shares. c. ELIGIBILITY: Domestic employees who have completed at least one year of service and who have attained the age of twenty-one are eligible to participate in the Plan. d. DISTRIBUTIONS AND TERMINATIONS: Distribution of a participant's vested account balance will be made in one lump sum payment upon the attainment of age sixty-five, termination of employment, permanent disability or death. Participants may apply for hardship withdrawals, subject to approval by the Plan Committee. Forfeited amounts related to terminated employees who were not fully vested when they left the Company are included in the accompanying financial statements in distributions. 5 NOTES TO FINANCIAL STATEMENTS, CONTINUED 1. PLAN DESCRIPTION, CONTINUED: d. DISTRIBUTIONS AND TERMINATIONS, CONTINUED: The Company may, at any time, suspend or eliminate contributions to the Plan or terminate the Plan without the consent of any participant. Should the Plan be terminated, the interests of all participants would immediately vest and become non-forfeitable. 2. SIGNIFICANT ACCOUNTING POLICIES: a. BASIS OF ACCOUNTING: The Plan uses the accrual method of accounting. Purchases and sales of securities are reflected as of the trade date. Dividend income is recorded on the ex-dividend date. b. INVESTMENTS AND INVESTMENT VALUATION: Participants are permitted to direct the investment of their pre-tax salary deferral and after-tax voluntary contributions into the following investment programs approved by the Plan Committee: CBI Shares Fund, various T. Rowe Price mutual funds (the Stable Value Fund, International Stock Fund, U.S. Treasury Money Fund, Equity Income Fund, Capital Appreciation Fund, Spectrum Growth Fund, Spectrum Income Fund, Government National Mortgage Association (G.N.M.A.) Fund, the New Income Fund and funds investing directly in common stock. Investments in the New Income Fund and funds investing directly in common stock other than CBI's shares are included in Other Funds in the accompanying financial statements as they individually represent less than 5% of net assets available for benefits. Company contributions are invested in the CBI Shares Fund. Investments, with the exception of the Plan's investment in the Stable Value Fund, are valued at market value and determined as follows: CBI shares in the CBI Shares Fund and other common stock investments included in Other Funds on the basis of the last published sales price on December 31 on the New York Stock Exchange; shares in the T. Rowe Price mutual funds on the basis of the last published net asset value on December 31, 1996 and loans to participants at the principal owed by the participants on December 31, 1996. The Stable Value Fund is a pooled fund investing in guaranteed insurance contracts. All investment contracts held by the Stable Value Fund are fully benefit-responsive and, accordingly, are stated at contract value in the accompanying financial statements. The Plan presents in the statement of changes in net assets the net appreciation (depreciation) in the fair value of the investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. 6 2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED: c. USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reporting amounts of Net Assets Available for Plan Benefits as of the date of the Plan's financial statements and the reported changes in Net Assets Available for Plan Benefits during the reporting period. Actual results could differ from these estimates. 3. INCOME TAX STATUS: The Internal Revenue Service has issued a determination that the Plan meets the requirements of Section 401(a) of the Code and is exempt from federal income tax under Section 501(a) of the Code. The Plan obtained its latest determination letter on June 12, 1996, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the plan's tax counsel believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 4. PLAN AMENDMENTS: The following Plan amendments were approved in 1996: 1. Effective January 1, 1991, if the Company's contributions for highly compensated employees exceed Plan limitations, distributions will be made to such participants prior to the end of the following Plan year. Distributions shall be made by reducing the individual deferral percentages by increments of 1/10 of 1%, beginning with the highest individual deferral percentage. 2. Effective January 1, 1991, if the Company's contributions to highly compensated employees exceed limitations, special contributions may be allocated to participants who are not highly compensated in the proportion that each participant's compensation for the Plan year bears to all participants' compensation for the Plan year. 7 4. PLAN AMENDMENTS, CONTINUED: 3. Effective July 1, 1996, a separate bookkeeping account was established for each participant who was previously a participant in the CBIS Retirement and Savings Plan and who elected to have their CBIS plan account balance transferred to the Plan. Each participant's CBIS account balance is fully vested and nonforfeitable. Distributions of these CBIS account balances will remain subject to provisions of the CBIS plan. 4. Effective August 1, 1996, "Covered Compensation" no longer specifically excludes bonuses in excess of targeted bonuses, special incentives and other special extra compensation. 5. Effective August 1, 1996, if a former participant returns to employment as a covered employee on or after August 1, 1996, he shall be reinstated as a Participant as of the date of rehire. 5. INVESTMENTS: The interest of an employee in each type of investment of the Plan on December 31, 1996 and 1995, is represented by shares. The number and value of shares was: DECEMBER 31, 1996 DECEMBER 31, 1995 ------------------------- --------------------------- NUMBER OF VALUE PER NUMBER OF VALUE PER SHARES SHARE SHARES SHARE ---------- ---------- ---------- ---------- Cincinnati Bell Inc. Shares Fund 173,794 $61.62 152,156 $34.75 Stable Value Fund 1,799,308 1.00 1,720,383 1.00 International Stock Fund 36,526 13.80 19,685 12.23 U.S. Treasury Money Fund 1,540,432 1.00 719,229 1.00 G.N.M.A. Fund 18,142 9.37 22,515 9.74 Equity Income Fund 152,534 22.54 135,661 20.01 Capital Appreciation Fund 28,114 14.47 19,154 13.67 Spectrum Growth Fund 126,060 15.13 111,129 13.49 Spectrum Income Fund 100,164 11.20 93,943 11.24 8 5. INVESTMENTS, CONTINUED: At December 31, 1996, the number of participants with balances by investment fund was: Cincinnati Bell Inc. Shares Fund 3,512 T. Rowe Price Stable Value Fund 677 T. Rowe Price International Stock Fund 302 T. Rowe Price U.S. Treasury Money Fund 541 T. Rowe Price G.N.M.A. Fund 288 T. Rowe Price Equity Income Fund 887 T. Rowe Price Capital Appreciation Fund 284 T. Rowe Price Spectrum Growth Fund 813 T. Rowe Price Spectrum Income Fund 653 Other funds 1,175 9 MATRIXX MARKETING INC. PROFIT SHARING/401(K) PLAN ITEM 27(a) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 SHARES/ MARKET IDENTITY OF ISSUER/ASSET DESCRIPTION PAR VALUE COST VALUE --------- --------- ---------- Cincinnati Bell Inc. Common Shares* 173,794 4,992,143 10,710,125 T. Rowe Price Stable Value Fund+* 1,799,308 1,799,308 1,799,308 T. Rowe price International Stock Fund 36,526 456,941 504,052 T. Rowe Price U.S. Treasury Stock Fund* 1,540,432 1,540,432 1,540,432 T. Rowe Price G.N.M.A. Fund 18,142 171,976 169,991 T. Rowe Price Equity Income Fund* 152,534 2,769,737 3,438,120 T. Rowe Price Capital Appreciation Fund 28,114 391,526 406,803 T. Rowe Price Spectrum Income Fund 100,164 1,065,182 1,121,832 T. Rowe Price Spectrum Growth Fund* 126,060 1,627,965 1,907,282 Other funds 700,240 1,417,966 Participant loans 931,372 931,372 ----------- ----------- Total $16,446,822 $23,947,283 ----------- ----------- ----------- ----------- * INVESTMENT REPRESENTS FIVE PERCENT OR MORE OF THE NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1996. + DURING 1996, THE COMPOSITE EFFECTIVE INTEREST RATE EARNED UNDER THESE CONTRACTS WAS APPROXIMATELY 6.09% THE CREDITED INTEREST RATES ON THESE CONTRACTS RANGED FROM 4.75% TO 9.875% AS OF DECEMBER 31, 1996. THE RATE AT WHICH INTEREST WILL BE CREDITED IN FUTURE YEARS MAY BE EITHER HIGHER OR LOWER. 10 MATRIXX MARKETING INC. PROFIT SHARING/401(K) PLAN ITEM 27(D) -- SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 CURRENT VALUE ON DATE OF DESCRIPTION OF PURCHASE SELLING COST OF TRANS- NET GAIN IDENTITY OF PARTY INVOLVED TRANSACTION PRICE PRICE ASSET ACTIONS OR (LOSS) - --------------------------- -------------- --------- ------- --------- --------- --------- Cincinnati Bell Shares Fund Company Stock 2,484,619 2,484,619 2,484,619 Cincinnati Bell Shares Fund Company Stock 1,608,442 736,006 1,608,442 872,436 First Data Corp. Company Stock 932 932 932 First Data Corp. Company Stock 125,102 62,045 125,102 63,057 American Express Stock Company Stock 10,989 10,989 10,989 American Express Stock Company Stock 52,444 26,798 52,444 25,646 Stable Value Fund GIC 516,985 516,985 516,985 Stable Value Fund GIC 438,060 438,060 438,060 U.S. Treasury Fund Mutual Fund 753,259 753,259 753,259 U.S. Treasury Fund Mutual Fund 102,719 102,719 102,719 Equity Income Fund Mutual Fund 846,641 846,641 846,641 Equity Income Fund Mutual Fund 477,873 389,931 477,873 87,942 Capital Appreciation Fund Mutual Fund 204,032 204,032 204,032 Capital Appreciation Fund Mutual Fund 72,839 65,419 72,839 7,420 International Stock Fund Mutual Fund 292,726 292,726 292,726 International Stock Fund Mutual Fund 70,854 67,452 70,854 3,402 New Income Fund Mutual Fund 50,338 50,338 50,338 New Income Fund Mutual Fund 11,283 11,207 11,283 76 Ginnie Mae Fund Mutual Fund 13,049 13,049 13,049 Ginnie Mae Fund Mutual Fund 54,346 54,705 54,346 (359) 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the MATRIXX Marketing Inc. Profit Sharing/401(k) Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MATRIXX MARKETING INC. PROFIT SHARING/4O1(k) PLAN By /s/ Karen R. Bowman ------------------------- Karen R. Bowman June 21, 1997 12