SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------- FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000. [ ] 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: 0-26577 Webster City Federal Bancorp (Exact name of registrant as specified in its charter) United States 42-1491186 ------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 820 Des Moines Street, Webster City, Iowa 50595-0638 - ----------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 515-832-3071 ------------ - -------------------------------------------------------------------------------- (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 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. [ X ] Yes No [ ] Indicate the number of shares outstanding for each of the issuer's classes of common stock, as of the latest practicable date. 1,934,814 shares of common stock outstanding at July 31, 2000. -------------- Webster City Federal Bancorp and Subsidiaries Index Page Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets at June 30, 2000 and December 31, 1999 1 Consolidated Statements of Operations for the three and six months ended June 30, 2000 and 1999 2 Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Part II. Other Information Other Information 9 Webster City Federal Bancorp and Subsidiaries Consolidated Balance Sheets June 30, December 31, 2000 1999 ------------ ------------ Assets (Unaudited) - ------ Cash and cash equivalents $ 2,572,100 $ 4,986,099 Time deposits in other financial institutions -- 2,585,000 Investment securities held to maturity 21,782,183 22,721,595 Loans receivable, net 66,231,472 62,192,330 Office property and equipment, net 507,806 485,085 Federal Home Loan Bank stock, at cost 613,200 613,200 Deferred taxes on income 156,000 156,000 Accrued interest receivable 686,310 761,267 Prepaid expenses and other assets 33,259 24,513 ------------ ------------ Total assets $ 92,582,330 $ 94,525,089 ============ ============ Liabilities and Stockholders' Equity - ------------------------------------ Deposits $ 66,826,234 $ 67,918,202 FHLB advance 3,200,000 3,200,000 Advance payments by borrowers for taxes and insurance 320,900 274,377 Accrued interest payable 84,559 122,212 Current income taxes payable -- 27,458 Accrued expenses and other liabilities 769,837 634,535 ------------ ------------ Total liabilities 71,201,530 72,176,784 ------------ ------------ Stockholders' Equity - -------------------- Common stock, $.10 par value 212,222 212,222 Additional paid-in capital 9,093,682 9,093,681 Retained earnings, substantially restricted 14,862,760 14,518,728 Treasury Stock (2,787,864) (1,476,326) ------------ ------------ Total stockholders' equity 21,380,800 22,348,305 ------------ ------------ Total liabilities and stockholders' equity $ 92,582,330 $ 94,525,089 ============ ============ See notes to consolidated financial statements Webster City Federal Bancorp and Subsidiaries Consolidated Statements of Cash Flows For the Six Months Ended June 30, ------------------------------- 2000 1999 ------------ ------------ (Unaudited) Cash flows from operating activities Net earnings $ 668,960 $ 606,176 ------------ ------------ Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 25,607 16,502 Amortization of premiums and discounts, net 3,952 2,144 Stock appreciation of allocated ESOP shares -- 9,060 Decrease (increase) in accrued interest receivable 74,957 (93,022) (Increase) decrease in prepaid expenses and other assets (8,746) 26,797 Decrease in accrued interest payable (37,653) (20,640) Increase in accrued expenses and other liabilities 135,302 8,314 Decrease in accrued current taxes on income (27,458) (51,554) Net change in ESOP stock plan -- 159,064 ------------ ------------ Total adjustments 165,961 56,665 ------------ ------------ Net cash provided by operating activities 834,921 662,841 ------------ ------------ Cash flows from investing activities Proceeds from the maturity of interest bearing deposits 2,585,000 2,265,000 Purchase of interest bearing deposits (34,226) (2,611,000) Proceeds from the maturity of investment securities -- 3,900,000 Purchase of investment securities -- (9,905,818) Purchase of mortgage-backed securities -- (1,070,487) Principal collected on mortgage-backed and related securities 966,473 1,754,664 Proceeds on sale of real estate -- 22,460 Net change in loans receivable (4,035,929) (1,100,520) Purchase of office property and equipment (48,328) (9,255) ------------ ------------ Net cash used in investing activities (567,010) (6,754,956) ------------ ------------ Cash flows from financing activities Net change in savings deposits (1,091,968) (1,937,828) Net increase in advance payments by borrowers for taxes and insurance 46,523 24,335 Proceeds from stock options -- 32,207 Payments on ESOP borrowings -- (159,064) Treasury stock purchase (1,311,538) -- Dividends paid (324,927) (382,125) ------------ ------------ Net cash used in financing activities (2,681,910) (2,422,475) ------------ ------------ Net decrease in cash and cash equivalents (2,413,999) (8,514,590) Cash and cash equivalents at beginning of period 4,986,099 13,186,836 ------------ ------------ Cash and cash equivalents at end of period $ 2,572,100 $ 4,672,246 ============ ============ Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 1,506,671 $ 1,481,548 Taxes on income 368,229 419,182 See notes to consolidated financial statements. Webster City Federal Bancorp and Subsidiaries Consolidated Statements of Operations For the Three Months For the Six Months Ended June 30, Ended June 30, -------------------------- -------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- (Unaudited) Income - ------ Interest Income: Loans receivable $1,256,347 $1,102,807 $2,489,378 $2,199,851 Mortgage-backed & related securities 121,406 152,791 244,432 302,994 Investment securities 217,677 238,912 439,496 455,580 Other interest earning assets 40,796 105,243 124,604 247,060 ---------- ---------- ---------- ---------- Total interest income 1,636,226 1,599,753 3,297,910 3,205,485 Interest Expense: Deposits 735,203 728,861 1,469,018 1,460,908 FHLB advance 54,192 14,530 99,085 28,900 ESOP loan -- 1,610 -- 4,294 ---------- ---------- ---------- ---------- Total interest expense 789,395 745,001 1,568,103 1,494,102 ---------- ---------- ---------- ---------- Net interest income 846,831 854,752 1,729,807 1,711,383 Provision for losses on loans -- -- -- -- ---------- ---------- ---------- ---------- Net interest income after provision for losses on loans 846,831 854,752 1,729,807 1,711,383 ---------- ---------- ---------- ---------- Non-interest income: Fees and service charges 42,222 26,909 80,967 68,639 Other 23,438 11,110 54,399 12,573 ---------- ---------- ---------- ---------- Total non-interest income 65,660 38,019 135,366 81,212 ---------- ---------- ---------- ---------- Expense - ------- Non-interest expense: Compensation, payroll taxes, and employees benefits 211,213 298,944 414,372 485,892 Office property and equipment 23,268 18,181 51,003 37,682 Data processing services 27,200 26,183 62,092 57,129 Federal insurance premiums 3,555 10,200 7,110 20,400 Other real estate expenses, net -- 73 770 1,008 Advertising 5,808 7,100 12,673 12,730 Other 94,596 101,483 245,945 205,575 ---------- ---------- ---------- ---------- Total non-interest expense 365,640 462,164 793,965 820,416 ---------- ---------- ---------- ---------- Earnings before taxes on income 546,851 430,607 1,071,208 972,179 Taxes on income 197,742 162,464 402,248 366,003 ---------- ---------- ---------- ---------- Net earnings $ 349,109 $ 268,143 $ 668,960 $ 606,176 ========== ========== ---------- ---------- Earnings per share - basic $ 0.18 $ 0.13 $ 0.34 $ 0.29 ========== ========== ========== ========== Earnings per share - dilluted $ 0.18 $ 0.13 $ 0.34 $ 0.29 ========== ========== ========== ========== See notes to consolidated financial statements. Webster City Federal Bancorp and Subsidiaries Notes to Consolidated Financial Statements 1. REORGANIZATION -------------- Webster City Federal Bancorp (the "Registrant" or "Bancorp") is the successor to Webster City Federal Savings Bank, a federal stock savings bank (the "Bank") which reorganized into the holding company structure, effective July 1, 1999 (the "Holding Company Reorganization"). In the Holding Company Reorganization, each outstanding share of the Bank's common stock was converted into one share of the Registrant's common stock, and each stockholder of the Bank received the same ownership interest in the Registrant immediately following the Holding Company Reorganization as he or she had in the Bank immediately prior to that transaction. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES ----------------------------------------- The consolidated financial statements for the three and six-month periods ended June 30, 2000 and 1999 are unaudited. In the opinion of management of Webster City Federal Bancorp these financial statements reflect all adjustments, consisting only of normal recurring accruals necessary to present fairly these consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of results that may be expected for an entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. Principles of Consolidation - --------------------------- The consolidated financial statements include the accounts of the Bancorp and its wholly owned subsidiary, Webster City Federal Savings Bank, which is engaged in banking. All material inter-company accounts and transactions have been eliminated. 3. EARNINGS PER SHARE COMPUTATIONS ------------------------------- 2000 - ---- Earnings per share - basic is computed using the weighted average number of common shares outstanding of 1,934,814 and 1,955,529 for the three and six months ended June 30, 2000, respectively, and divided into the net earnings of $349,100 and $669,000 for the three and six months ended June 30, 2000, respectively, resulting in net earnings per share of $.18 and $.34 for the three and six months ended June 30, 2000, respectively. Earnings per share - diluted is computed using the weighted average number of common shares outstanding after giving effect to additional shares assumed to be issued in relation to the Bank's stock option plan using the average price per share for the period. There were no additional shares for the three and six months ended June 30, 2000, respectively, due to the average price per share being less than the stock option price. Net earnings for the three and six months ended June 30, 2000 were $349,100 and $669,000, respectively, resulting in net earnings per share of $.18 and $.34 for the three and six months ended June 30, 2000, respectively. 1999 - ---- Earnings per share - basic is computed using the weighted average number of common shares outstanding of 2,119,049 and 2,118,650 for the three and six months ended June 30, 2000, respectively, reduced by the 13,539 weighted average unearned ESOP shares and divided into the net earnings of $268,100 and $606,200 for the three and six months ended June 30, 2000, respectively, resulting in net earnings per share of $.13 and $.29 for the three and six months ended June 30, 2000, respectively. Earnings per share - diluted is computed using the weighted average number of common shares outstanding after giving effect to additional shares assumed to be issued in relation to the Bank's stock option plan using the average price per share for the period. Such additional shares were 5,172 and 7,454 for the three and six months ended June 30, 2000, respectively. Net earnings for the three and six months ended June 30, 2000 were $268,100 and $606,200, respectively, resulting in net earnings per share of $.13 and $.29 for the three and six months ended June 30, 2000, respectively. 4. DIVIDENDS --------- On April 19, 2000 the Bancorp declared a cash dividend on its common stock payable on May 24, 2000 to stockholders of record as of May 9, 2000, equal to $.20 per share or approximately $387,596. Of this amount, the payment of approximately $230,000 (representing the dividend payable on 1,150,000 shares owned by WCF Financial, M.H.C., the Bancorp's mutual holding company) was waived by the mutual holding company, resulting in an actual dividend distribution of $157,596. Webster City Federal Bancorp and Subsidiaries Management's Discussion and Analysis of Financial Condition and Results of Operations FINANCIAL CONDITION - ------------------- Total assets decreased by $1.9 million, or 2.1%, from December 31, 1999 to June 30, 2000. Cash and cash equivalents decreased $2.4 million or 48.1% and time deposits in other financial institutions decreased by $2.6 million from $2.6 million to zero as of June 30, 2000. Loans receivable increased $940,000, or 6.4% during the same period. At June 30, 2000, the Bank had no real estate owned. Investment securities decreased $939,000 or 4.1%, from December 31, 1999 to June 30, 2000. During the six-month period deposits decreased $1.1 million, or 1.6%. Total stockholders' equity decreased by $967,500 to $21.4 million at June 30, 2000 from $22.3 at December 31, 1999 as earnings of $669,000 were offset by two quarterly dividends totaling $325,000 and the repurchase of common stock totaling $1,311,500. CAPITAL - ------- The Bank's total stockholders' equity decreased by $970,000, to $21.4 million at June 30, 2000 from $22.3 million at December 31, 1999. The Office of Thrift Supervision (OTS) requires that the Bank meet certain minimum capital requirements. As of June 30, 2000 the Bank was in compliance with all regulatory capital requirements. The Bank's required, actual and excess capital levels as of June 30, 2000 were as follows: Required % of Actual % of Excess Amount Assets Amount Assets Capital ------ ------ ------ ------ ------- (Dollars in thousands) Tier 1 (Core) Capital $3,707 4.0% $21,215 22.89% $17,508 Risk-based Capital $3,594 8.0% $21,598 48.08% $18,004 LIQUIDITY - --------- OTS regulations require the Bank to maintain an average daily balance of qualified liquid assets (cash, certain time deposits and specified United States government, state or federal agency obligations) equal to a monthly average of not less than 4% of its net withdrawable deposits plus short-term borrowings. At June 30, 2000, the Bank's quarterly average liquidity position was $16.9 million or 24.2% compared to $13.8 million or 19.7% at December 31, 1999. RESULTS OF OPERATIONS - --------------------- Interest Income. Interest income increased by $36,500 or 2.3% from $1.6 million for the three months ended June 30, 1999 to $1.6 million for the three months ended June 30, 2000. This was the result of a increase in the average yield on interest-earning assets to 7.23% for the three months ended June 30, 2000 from 7.08% for the three months ended June 30, 1999 and an increase in the average balance of interest earning assets of $84,900 or .1% to $90.5 million for the three months ended June 30, 2000 from $90.5 million for the three months ended June 30, 1999. Interest income totaled $3.3 million for the six months ended June 30, 2000 compared to $3.2 million for the six months ended June 30, 1999. This was the result of an increase in the average yield on interest-earning assets to 7.25% for the six months ended June 30, 2000 from 7.05% for the six months ended June 30, 1999 and a decrease in the average balance of interest earning assets of $86,700 or .1% to $90.9 million for the six months ended June 30, 2000 from $91.0 million for the six months ended June 30, 1999. Interest on loans for the three months ended June 30, 2000 increased $153,500 or 13.9% compared to the three months ended June 30, 1999. The increase resulted primarily from an increase in total loans outstanding during the period, offset by a decrease in the yields on loans receivable from 7.66% for the six months ended June 30, 1999 to 7.64% for the six months ended June 30, 2000. Interest on loans for the six months ended June 30, 2000 increased $289,500 or 13.8% compared to the six months ended June 30, 1999. The increase resulted primarily from an increase in total loans outstanding during the periods, and an increase in the yields on loans receivable from 7.70% for the six months ended June 30, 1999 to 7.72% for the six months ended June 30, 2000. The increase in the yield on loans receivable was primarily due to higher market rates and adjustable rate loans repricing at a higher rate based on the lagging index used by the Bank. Interest on mortgage-backed securities decreased by $31,400 or 20.6% for the three-month period ended June 30, 2000 as compared to the same period ended June 30, 1999. The decline resulted from a decrease of $2.5 million or 26.2% in the average balance of mortgage-backed securities to $6.9 million for the three months ended June 30, 2000 compared to $9.5 million for three months ended June 30, 1999 offset by an increase of 50 basis points in the average yield on mortgage-backed securities to 6.95% for the three months ended June 30, 2000 from 6.45% for the three months ended June 30, 1999. Interest on mortgage-backed securities decreased $58,600 or 19.3% for the six months ended June 30, 2000 compared to same period ended June 30, 1999. The decline resulted from a decrease of $2.1 million or 22.5% in the average balance of mortgage-backed securities to $7.2 million for the six months ended June 30, 2000 compared to $9.3 million for six months ended June 30, 1999 offset by an increase of 31 basis points in the average yield on mortgage-backed securities to 6.81% for the six months ended June 30, 2000 from 5.85% for the six months ended June 30, 1999. Interest on investment securities decreased by $21,200 or 8.9% for the three months ended June 30, 2000 compared to the same period ended June 30, 1999. This was due to a decrease in the average balance of investment securities from $15.9 million for the three months ended June 30, 1999 to $14.9 million for the three months ended June 30, 2000 and a decrease in the average yield of 20 basis points from 6.04%, for the three months ended June 30, 1999 to 5.84%, for the three months ended June 30, 2000. Interest on investment securities decreased by $16,100 or 3.5% for the six months ended June 30, 2000 as compared to the same period ended June 30, 1999. This was due to a decrease in the average balance of investment securities from $15.6 million for the six months ended June 30, 1999 to $14.9 million for the six months ended June 30, 2000 offset by an increase in the average yield of 4 basis points from 5.85%, for the six months ended June 30, 1999 to 5.89%, for the six months ended June 30, 2000. Interest Expense. Interest expense increased by $44,400, or 6.0%, from $745,000 for the three months ended June 30, 1999 to $789,400 for the three months ended June 30, 2000. Interest expense increased by $74,000 or 5.0%, from $1.5 million for the six months ended June 30, 1999 to $1.6 for the six months ended June 30, 2000. The increase in interest expense was due to an increase in interest expense on the FHLB advance. The interest expense on the advance increased by $39,700 or 273.2% from $14,500 for the three months ended June 30, 1999 to $54,200 for the three months ended June 30, 2000. The interest expense on the advance increased by $70,200 or 242.9% from $28,900 for the six months ended June 30, 1999 to $99,100 for the six months ended June 30, 2000. The increase was due to the Bank borrowing an additional $2,000,000 from the FHLB in October of 1999 and an additional $1,000,000 for 30 days during the second quarter of 2000. The average interest rate on the advances increased by 1.07% from 4.82% for the six months period ended June 30, 1999 to 5.89% for the same period ended June 30, 2000. Net Interest Income. Net interest income before provision for losses on loans decreased by $7,900 or 1.0% from $854,800 for the three months ended June 30, 1999 to $846,800 for the three months ended June 30, 2000. Net interest income increased by $18,400 or 1.1% for the six months ended June 30, 2000 compared to the same period ended June 30, 1999. The Bank's interest rate spread for the six months ended June 30, 2000 increased by 10 basis points to 2.73% from 2.63% for the six months ended June 30, 1999. Provision for Losses on Loans. There were no provisions for losses on loans for the three and six months ended June 30, 2000. The Bank had no non-performing loans as of June 30, 2000. The allowance for losses on loans is based on management's periodic evaluation of the loan portfolio and reflects an amount that, in management's opinion, is adequate to absorb probable losses in the existing portfolio. In evaluating the portfolio, management takes into consideration numerous factors, including current economic conditions, prior loan loss experience, the composition of the loan portfolio, and management's estimate of anticipated credit losses. Non-interest Income. Total non-interest income increased by $27,600 or 72.6% for the three-month period ended June 30, 2000 as compared to the same period ended June 30, 1999. Non-interest income increased $54,200 or 66.7% for the six months ended June 30, 2000 as compared to the same period ended June 30, 1999. The increases were related to an increase in fees and service charges, due to the repricing of service charges. Non-interest Expense. Non-interest expense decreased $96,500 or 20.9% for the three-month period ended June 30, 2000 compared to the same period ended June 30, 1999. Non-interest expense decreased $26,500 or 3.2% for the six-month period ended June 30, 2000 compared to the same period ended June 30, 1999. Compensation and benefit costs decreased $87,700 or 29.3% from $298,900 for the three months ended June 30, 1999 to $211,200 for the three month period ended June 30, 2000. Compensation and benefit costs decreased by $71,500 to $414,400 for the six months ended June 30, 2000 from $485,900 for the six months ended June 30, 1999. The decreases were primarily due to the Bank paying off the balance of the ESOP loan of $141,800 on June 30, 1999. Taxes on Income. Income taxes for the three and six months ended June 30, 2000, increased to $197,700 and $402,200 from $162,500 and $366,000, respectively for the same periods for 1999. The effective income tax rate for the first six months of 2000 was 37.6% compared to 37.7% for the first six months of 1999. Net Earnings. Net earnings totaled $349,100 for the three months ended June 30, 2000 compared to $268,100 for the three months ended June 30, 1999. Net earnings increased $62,800 or 10.4% to $669,000 for the six-month period ended June 30, 2000 compared to $606,200 for the same period ended June 30, 1999. SFAS No. 133 & 137 - ------------------ "Accounting for Derivative Instruments and Hedging Activities," and SFAS 137, an amendment to SFAS 133, will be effective for the Bancorp beginning January 1, 2001. Management is evaluating the impact the adoption of SFAS 133 and SFAS 137 will have on the Bancorp's consolidated financial statements. The Bancorp expects to adopt SFAS 133 and 137 when required. Safe Harbor Statement - --------------------- This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Bancorp intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Reform Act of 1995, and is including this statement for the purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Bancorp, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions. The Bancorp's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Bancorp and its subsidiaries include, but are not limited to, changes in: interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal polices of the U.S. Government, including polices of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Bancorp's market area and accounting principles, polices and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Bank and its business, including additional factors that could materially affect the Bank's financial results, is included in the Bank's filings with the Office of Thrift Supervision. Webster City Federal Bancorp and Subsidiaries PART II. Other Information Item 1. Legal Proceedings ----------------- There are various claims and lawsuits in which the Registrant is periodically involved incidental to the Registrant's business. In the opinion of management, no material loss is expected from any of such pending claims or lawsuits. Item 2. Changes in Securities --------------------- None Item 3. Defaults Upon Senior Securities ------------------------------- None Item 4. Submission of Matters to a Vote of Security Holders. ---------------------------------------------------- The Registrant convened its 1999 Annual Meeting of Stockholders on April 19, 2000. At the meeting the stockholders of the Registrant considered and voted upon: 1. The election of Ellis S. Swon and Dennis J. Tasler as directors for a term of three years. 2. The ratification of the appointment of KPMG LLP as auditors of the Registrant for the fiscal year ending December 31, 2000. The election of Ellis S. Swon, as director was as approved by a vote of 1,759,929 votes in favor, 1,050 withheld and 0 abstaining. The election of Dennis J. Tasler, as director was as approved by a vote of 1,759,929 votes in favor, 1,050 withheld and 0 abstaining. The ratification of the engagement of KPMG LLP as auditors was approved by a vote of 1,758,555 votes in favor, 550 opposed and 1,274 abstaining. Item 5. Other Information ----------------- None Item 6. Exhibits and Reports on Form 8-K. --------------------------------- No form 8-K reports were filed during the quarter ended June 30, 2000. Webster City Federal Bancorp and Subsidiaries Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized. WEBSTER CITY FEDERAL BANCORP Registrant Date: August 8, 2000 By: /s/Phyllis A. Murphy -------------- -------------------- Phyllis A. Murphy President and Chief Executive Officer Date: August 8, 2000 By: /s/Stephen L. Mourlam -------------- --------------------- Stephen L. Mourlam Exec. Vice President/Chief Financial Officer