SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20552
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
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 No. 0-25300
HARVEST HOME FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-1402988
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3621 Harrison Avenue
Cheviot, Ohio 45211
(Address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code: (513) 661-6612
Check whether the issuer (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
As of May 9, 1997, the latest practicable date, 914,857 shares of the
registrant's common stock, without par value, were issued and outstanding.
Harvest Home Financial Corporation
INDEX
Page
PART I - FINANCIAL INFORMATION
Consolidated Statements of Financial Condition
Consolidated Statements of Earnings
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of
Financial Condition and Results of
Operations
PART II - OTHER INFORMATION
SIGNATURES
Harvest Home Financial Corporation
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
March 31, September 30,
ASSETS 1997 1996
Cash and due from banks $ 413 $ 520
Federal funds sold 750 400
Interest-bearing deposits in other financial
institutions 1,199 788
Cash and cash equivalents 2,362 1,708
Investment securities designated as available
for sale - at market 10,023 12,105
Mortgage-backed securities designated as available
for sale - at market 24,308 20,429
Loans receivable - net 43,910 42,267
Office premises and equipment - at depreciated cost 958 952
Stock in Federal Home Loan Bank - at cost 774 588
Accrued interest receivable on loans 222 209
Accrued interest receivable on mortgage-backed
securities 98 102
Accrued interest receivable on investments and
interest-bearing deposits 167 211
Prepaid expenses and other assets 130 74
Prepaid federal income taxes 151 73
Total assets $83,103 $78,718
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $57,563 $57,958
Advances from the Federal Home Loan Bank 14,700 10,000
Advances by borrowers for taxes and insurance 99 96
Accounts payable on mortgage loans serviced for others 2 3
Accrued interest payable 97 77
Other liabilities 96 813
Deferred federal income taxes 160 46
Total liabilities 72,717 68,993
Stockholders' Equity
Common stock - 2,000,000 shares without par value
authorized, 991,875 shares issued - -
Additional paid-in capital 6,957 6,740
Shares acquired by Employee Stock Ownership Plan (378) (674)
Shares acquired by Recognition and Retention Plan (389) (486)
Retained earnings - substantially restricted 4,920 4,787
Less 57,018 shares of treasury stock - at cost (633) (633)
Unrealized losses on securities designated as
available for sale, net of related tax effects (91) (9)
Total stockholders' equity 10,386 9,725
Total liabilities and stockholders' equity $83,103 $78,718
Harvest Home Financial Corporation
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share data)
Six months ended Three months ended
March 31, March 31,
1997 1996 1997 1996
Interest income
Loans $1,687 $1,534 $ 831 $ 741
Mortgage-backed securities 722 271 423 165
Investment securities 363 553 170 265
Interest-bearing deposits and other 92 136 48 85
Total interest income 2,864 2,494 1,472 1,256
Interest expense
Deposits 1,369 1,409 678 708
Borrowings 356 - 205 -
Total interest expense 1,725 1,409 883 708
Net interest income 1,139 1,085 589 548
Provision for losses on loans 3 - 3 -
Net interest income after provision
for losses on loans 1,136 1,085 586 548
Other income
Gain on sale of investments and
mortgage-backed securities designated
as available for sale 6 - - -
Other 30 27 13 14
Total other income 36 27 13 14
General, administrative and other expense
Employee compensation and benefits 379 372 200 193
Occupancy and equipment 130 127 69 69
Federal deposit insurance premiums 9 64 9 32
Franchise taxes 63 56 29 34
Other 106 129 45 62
Total general, administrative and
other expense 687 748 352 390
Earnings before income taxes 485 364 247 172
Federal income taxes
Current 9 103 86 46
Deferred 156 20 (2) 13
Total federal income taxes 165 123 84 59
NET EARNINGS $ 320 $ 241 $ 163 $ 113
EARNINGS PER SHARE $.36 $.29 $.18 $.14
The Harvest Home Financial Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended March 31,
(In thousands)
1997 1996
Cash flows provided by (used in) operating activities:
Net earnings for the period $ 320 $ 241
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Amortization of deferred loan origination fees (17) (11)
Depreciation and amortization 26 24
Amortization of premiums on mortgage-backed securities 5 23
Amortization of premiums on investment securities 16 18
Gain on sale of investment and mortgage-backed securities (6) -
Amortization expense of employee benefit plans 236 120
Provision for losses on loans 3 -
Federal Home Loan Bank stock dividends (24) (20)
Increase (decrease) in cash due to changes in:
Accrued interest receivable on loans (13) (2)
Accrued interest receivable on mortgage-backed
securities 4 3
Accrued interest receivable on investments and
interest-bearing deposits 44 46
Prepaid expenses and other assets (56) (62)
Accounts payable on mortgage loans serviced for others (1) -
Accrued interest payable 20 27
Other liabilities (343) (45)
Federal income taxes
Current (78) 11
Deferred 156 20
Net cash provided by operating activities 292 393
Cash flows provided by (used in) investing activities:
Proceeds from maturity of investment securities - 3,000
Proceeds from sale of investment securities 2,004 -
Proceeds from sale of mortgage-backed securities 135 -
Principal repayments on mortgage-backed securities 925 692
Purchase of mortgage-backed securities (5,000) -
Principal repayments on loans 2,236 3,196
Loan disbursements (3,865) (4,903)
Purchase of office premises and equipment (32) (286)
Purchase of Federal Home Loan Bank stock (162) -
Net cash provided by (used in) investing activities (3,759) 1,699
Cash flows provided by (used in) financing activities:
Net increase (decrease) in deposits (395) 3,181
Proceeds from Federal Home Loan Bank advances 5,000 -
Repayment of Federal Home Loan Bank advances (300) -
Advances by borrowers for taxes and insurance 3 2
Dividends paid (187) (180)
Purchase of treasury stock - (80)
Net cash provided by financing activities 4,121 2,923
Net increase in cash and cash equivalents 654 5,015
Cash and cash equivalents at beginning of period 1,708 2,313
Cash and cash equivalents at end of period $2,362 $ 7,328
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Federal income taxes $ 179 $ 80
Interest on deposits and borrowings $1,715 $ 1,382
Supplemental disclosure of noncash investing activities:
Transfer of investment and mortgage-backed securities
to an available for sale classification $ - $25,732
Unrealized gains (losses) on securities designated
as available for sale, net of related tax effects $ (82) $ 123
Harvest Home Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and six month periods ended
March 31, 1997 and 1996
1. Basis of Presentation
The accompanying unaudited consolidated financial statements were prepared in
accordance with instructions for Form 10-QSB and, therefore, do not include
information or footnotes necessary for a complete presentation of consolidated
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. Accordingly, these financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto of the Corporation included in the Annual Report on
Form 10-KSB for the year ended September 30, 1996. However, in the opinion of
management, all adjustments (consisting of only normal recurring accruals) which
are necessary for a fair presentation of the consolidated financial statements
have been included. The results of operations for the six and three month
periods ended March 31, 1997 and 1996 are not necessarily indicative of the
results which may be expected for an entire fiscal year.
2. Principles of Consolidation
The accompanying consolidated financial statements include the accounts of
Harvest Home Financial Corporation (the "Corporation") and Harvest Home Savings
Bank (the "Savings Bank"). All significant intercompany items have been
eliminated.
3. Earnings Per Share
Earnings per share is computed based upon the weighted-average shares
outstanding during the period plus those stock options that are dilutive, less
shares in the ESOP that are unallocated and not committed to be released.
Weighted-average common shares deemed outstanding, which gives effect to 37,826
unallocated ESOP shares, totaled 897,031 for each of the six and three month
periods ended March 31, 1997. Weighted-average common shares outstanding, which
gives effect to 67,385 unallocated ESOP shares, totaled 883,106 for each of the
six and three month periods ended March 31, 1996.
4. Effects of Recent Accounting Pronouncements
In October 1995, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation", establishing financial accounting and reporting
standards for stock-based employee compensation plans. SFAS No. 123 encourages
all entities to adopt a new method of accounting to measure compensation cost of
all employee stock compensation plans based on the estimated fair value of the
award at the date it is granted. Companies are, however, allowed to continue to
measure compensation cost for those plans using the intrinsic value based method
of accounting, which generally does not result in compensation expense
recognition for most plans. Companies that elect to remain with the existing
accounting are required to disclose in a footnote to the financial statements
pro forma net earnings and, if presented, earnings per share, as if SFAS No. 123
had been adopted. The accounting requirements of SFAS No. 123 are effective
for transactions entered into during fiscal years that begin after December 15,
1995; however, companies are required to disclose information for awards granted
in their first fiscal year beginning after December 15, 1994. Management has
determined that the Corporation will continue to account for stock-based
compensation pursuant to Accounting Principles Board Opinion No. 25, and
therefore the provisions of SFAS No. 123 will have no effect on its consolidated
financial condition or results of operations.
In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers of
Financial Assets, Servicing Rights, and Extinguishment of Liabilities", that
provides accounting guidance on transfers of financial assets, servicing of
financial assets, and extinguishment of liabilities. SFAS No. 125 introduces an
approach to accounting for transfers of financial assets that provides a means
of dealing with more complex transactions in which the seller disposes of only a
partial interest in the assets, retains rights or obligations, makes use of
special purpose entities in the transaction, or otherwise has a continuing
involvement with the transferred assets. The new accounting method, the
financial components approach, provides that the carrying amount of the
financial assets transferred be allocated to components of the transaction based
on their relative fair values. SFAS No. 125 provides criteria for determining
whether control of assets has relinquished and whether a sale has occurred. If
the transfer does not qualify as a sale, it is accounted for as a secured
borrowing. Transactions subject to the provisions of SFAS No. 125 include,
among others, transfers involving repurchase agreements, securitizations
of financial assets, loan participations, factoring arrangements, and transfers
of receivables with recourse.
An entity that undertakes an obligation to service financial assets recognizes
either a servicing asset or liability for the servicing contract (unless related
to a securitization of assets, and all the securitized assets are retained and
classified as held-to-maturity). A servicing asset or liability that is
purchased or assumed is initially recognized at its fair value. Servicing
assets and liabilities are amortized in proportion to and over the period of
estimated net servicing income or net servicing loss and are subject to
subsequent assessments for impairment based on fair value.
SFAS No. 125 provides that a liability is removed from the balance sheet only if
the debtor either pays the creditor and is relieved of its obligation for the
liability or is legally released from being the primary obligor.
SFAS No. 125 is effective for transfers and servicing of financial assets and
extinguishment of liabilities occurring after December 31, 1997, and is to be
applied prospectively. Earlier or retroactive application is not permitted.
Management does not believe that adoption of SFAS No. 125 will have a material
adverse effect on the Corporation's consolidated financial position or results
of operations.
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
requires companies to present basic earnings per share and, if applicable,
diluted earnings per share, instead of primary and fully diluted earnings per
share, respectively. Basic earnings per share is computed without including
potential common shares, i.e., no dilutive effect. Diluted earnings per share
is computed taking into consideration common shares outstanding and dilutive
potential common shares, including options, warrants, convertible securities and
contingent stock agreements. SFAS No. 128 is effective for periods ending after
December 15, 1997. Early application is not permitted. Based upon the
provisions of SFAS No. 128, the Corporation's basic and diluted earnings per
share for the six month period ended March 31, 1997 would have each been $.36.
Basic and diluted earnings per share for the three month period ended March 31,
1997 would have each been $.18.
Harvest Home Financial Corporation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
In addition to historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties.
Economic circumstances, the Corporation's operations and the Corporation's
actual results could differ significantly from those discussed in the forward-
looking statements. Some of the factors that could cause or contribute to such
differences are discussed herein but also include changes in the economy and
interest rates in the nation and the Corporation's market area generally.
Some of the forward-looking statements included herein are the statements
regarding management's determination of the amount of allowance for losses on
loans and the effect of certain accounting pronouncements.
Discussion of Financial Condition Changes from September 30, 1996 to March 31,
1997
At March 31, 1997, the Corporation had total assets of $83.1 million, an
increase of $4.4 million, or 5.6%, over September 30, 1996. The increase in
assets was funded primarily through a $4.7 million increase in advances from the
Federal Home Loan Bank.
Liquid assets (i.e., cash and due from banks, federal funds sold, interest-
bearing deposits in other financial institutions and investment securities)
decreased by $1.4 million, to a total of $12.4 million at March 31, 1997.
Investment securities decreased by $2.1 million, or 17.2%, due primarily to
sales of securities totaling $2.0 million during the period.
Mortgage-backed securities increased by $3.9 million, or 19.0%, to a total of
$24.3 million at March 31, 1997, as compared to $20.4 million at September 30,
1996, as purchases of $5.0 million exceeded principal repayments and sales of
$925,000 and $135,000, respectively. During the six month period, management
purchased $5.0 million of long-term, adjustable-rate U.S. Government agency
REMIC's with a yield of 6.63%. Such purchases were funded with proceeds from
Federal Home Loan Bank advances.
Loans receivable increased by $1.6 million, or 3.9%, as loan disbursements of
$3.9 million exceeded principal repayments of $2.2 million.
At March 31, 1997, Harvest Home's allowance for loan losses totaled $114,000, an
increase of $3,000, or 2.7%, over the $111,000 balance at September 30, 1996.
The allowance for loan losses is evaluated by management based upon an
assessment of current and anticipated economic conditions applied to the loan
portfolio, as well as an evaluation of the quality of the portfolio. At March
31, 1997, the Corporation had $126,000 in nonperforming loans, as compared to
$164,000 in nonperforming loans at September 30, 1996. Although management
believes that its allowance for loan losses at March 31, 1997 was adequate based
on facts and circumstances available to it, there can be no assurances that
additions to such allowance will not be necessary in future periods, which could
negatively affect Harvest Home's results of operations.
Deposits totaled $57.6 million at March 31, 1997, a decrease of $395,000, or
.7%, from the $58.0 million of deposits outstanding at September 30, 1996.
Advances from the Federal Home Loan Bank increased by $4.7 million, or 47.0%,
during the six month period as management elected to fund the purchase of
mortgage-backed securities with long-term adjustable-rate advances bearing
interest at a rate of 5.43%.
The Federal Deposit Insurance Corporation (FDIC) has adopted risk-based capital
ratio guidelines to which the Savings Bank is subject. The guidelines establish
a systematic analytical framework that makes regulatory capital requirements
more sensitive to differences in risk profiles among banking organizations.
Risk-based capital ratios are determined by allocating assets and specified off-
balance sheet commitments to four risk-weighted categories, with higher levels
of capital being required for the categories perceived as representing greater
risk.
These guidelines divide the Savings Bank's capital into two tiers. The first
tier ("Tier 1") includes common equity, certain non-cumulative perpetual
preferred stock (excluding auction rate issues) and minority interests in equity
accounts of consolidated subsidiaries, less goodwill and certain other
intangible assets (except mortgage servicing rights and purchased credit card
relationships, subject to certain limitations). Supplementary ("Tier II")
capital includes, among other items, cumulative perpetual and long-term limited-
life preferred stock, mandatory convertible securities, certain hybrid capital
instruments term subordinated debt and the allowance for loan losses, subject to
certain limitations, less required deductions. Savings banks are required to
maintain a total risk-based capital ratio of 8%, of which 4% must be Tier 1
capital. The FDIC may, however, set higher capital requirements when particular
circumstances warrant. Savings banks experiencing or anticipating significant
growth are expected to maintain capital ratios, including tangible capital
positions, well above the minimum levels.
In addition, the FDIC established guidelines prescribing a minimum Tier 1
leverage ratio (Tier 1 capital to adjusted total assets as specified in the
guidelines). These guidelines provide for a minimum Tier 1 leverage ratio of 3%
for savings banks that meet certain specified criteria, including that they have
the highest regulatory rating and are not experiencing or anticipating
significant growth. All other savings banks are required to maintain a Tier 1
leverage ratio of 3% plus an additional cushion of at least 100 to 200 basis
points.
As of March 31, 1997, the Savings Bank's regulatory capital substantially
exceeded all minimum capital requirements.
Comparison of Operating Results for the Six Month Periods Ended March 31, 1997
and 1996
General
Net earnings for the six months ended March 31, 1997 totaled $320,000, an
increase of $79,000, or 32.8%, over the $241,000 of net earnings recorded for
the six months ended March 31, 1996. The increase in earnings resulted
primarily from a $54,000 increase in net interest income, a $9,000 increase in
other income and a $61,000 decrease in general, administrative and other
expense, which were partially offset by a $42,000 increase in the federal income
tax provision.
Net Interest Income
Interest income on loans for the six months ended March 31, 1997, totaled
$1.7 million, an incre ase of $153,000, or 10.0%, over the comparable 1996
period. The increase was primarily due to a $4.2 million increase in average
portfolio balance year-to-year. Interest income on mortgage-backed securities
increased $451,000, or 166.4%, due to a $14.5 million increase in average
portfolio balance outstanding year-to-year. Interest income on investment
securities and other interest-earning assets decreased by $234,000, or 34.0%.
This decrease was primarily the result of a $7.2 million decrease in average
portfolio balance outstanding year-to-year.
Interest expense on deposits decreased by $40,000, or 2.8%, during the six
months ended March 31, 1997. This decrease resulted primarily from an 18 basis
point decline in the average cost of deposits, from 4.91% in 1996 to 4.73% in
1997, which was partially offset by a $513,000 increase in the weighted-average
balances outstanding year to year.
Interest expense on borrowings increased by $356,000 as a result of the increase
in advances from the Federal Home Loan Bank, as previously discussed.
As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $54,000, or 5.0%, during the six months ended
March 31, 1997, as compared to the six months ended March 31, 1996.
Provision for Losses on Loans
A provision for losses on loans is charged to earnings to bring the total
allowance for loan losses to a level considered appropriate by management
based on historical experience, the volume and type of lending conducted by the
Savings Bank, the status of past due principal and interest payments, general
economic conditions, particularly as such conditions relate to the Savings
Bank's market area, and other factors related to the collectibility of the
Savings Bank's loan portfolio. As a result of such analysis management recorded
a $3,000 provision for losses on loans during the six month period ended
March 31, 1997. There can be no assurance that the allowance for loan losses of
the Savings Bank will be adequate to cover losses on nonperforming assets in the
future.
Other Income
Other income increased by $9,000, or 33.3%, during the six months ended March
31, 1997. This increase was due primarily to a $6,000 gain on sale of
investment and mortgage-backed securities, coupled with an increase in service
charges and other fees year to year.
General, Administrative and Other Expense
General, administrative and other expense decreased by approximately $61,000, or
8.2%, during the six months ended March 31, 1997, to a total of $687,000, as
compared to the $748,000 total reported for the same period in 1996. This
decrease was primarily the result of a $55,000, or 85.9%, decrease in federal
deposit insurance premiums and a $23,000, or 17.8%, decrease in other operating
expense. The decline in federal deposit insurance premiums was due primarily to
a reduction in premium rates following the SAIF recapitalization charge recorded
by the Corporation at September 30, 1996. The decline in other operating
expense resulted primarily from a decline in professional fees and stock
registration costs.
Federal Income Taxes
The provision for federal income taxes increased by $42,000, or 34.1%, during
the six months ended March 31, 1997, due primarily to an increase in earnings
before income taxes of $121,000, or 33.2%. Harvest Home's effective tax rates
amounted to 34.0% and 33.8% during the six months ended March 31, 1997 and 1996,
respectively.
Comparison of Operating Results for the Three Month Periods Ended March 31, 1997
and 1996
General
Net earnings for the three months ended March 31, 1997, totaled $163,000, an
increase of $50,000, or 44.2%. The increase in net earnings resulted primarily
from a $41,000 increase in net interest income and a $38,000 decrease in
general, administrative and other expense, which were partially offset by a
$25,000 increase in the federal income tax provision.
Net Interest Income
Interest income on loans for the three months ended March 31, 1997, totaled
$831,000, an increase of $90,000, or 12.1%, due primarily to a $4.2 million
increase in the weighted-average portfolio balance outstanding. Interest
income on mortgage-backed securities increased by $258,000, or 156.4%, due to an
increase in the weighted average portfolio balance outstanding year-to-year.
Interest income on investment securities and other interest-earning assets
decreased by $132,000, or 37.7%. This decrease was primarily the result of a
decrease in yields available on short term deposits year-to-year, coupled
with a decrease
in the weighted-average portfolio balance outstanding year-to-year.
Interest
expense
on deposits and borrowings increased by $175,000, or 24.7%,
during the three months ended March 31, 1997. This increase was primarily the
result of an increase in the weighted average portfolio balance of Federal Home
Loan Bank advances outstanding year-to-year.
As a result of the foregoing changes in interest income and interest expense,
net interest income increased by $41,000, or 7.5%, during the three months ended
March 31, 1997, as compared to the three months ended March 31, 1996.
Provision for
Loan Losses
The Savings Bank's provision for loan losses increased by approximately $3,000
for the three months ended March 31, 1997, as compared to the 1996 quarter.
Other Income
Other income decreased by $1,000, or 7.1% during the three months ended March
31, 1997. This decrease was due
to a decrease in service charges and other fees year-to-year.
General, Administrative and Other Expense
General, administrative and other expense decreased by approximately $38,000, or
9.7%, during the three months ended March 31, 1997, as compared to 1996. This
decrease was primarily the result of a $23,000, or 71.9%, decrease in federal
deposit insurance premiums and a $17,000, or 27.4%, decrease in other expenses.
The decline in federal deposit insurance premiums was due primarily to a
reduction in premium rates following the SAIF recapitalization charge recorded
by the Corporation at September 30, 1996.
Federal Income Taxes
The provision for federal income taxes increased by $25,000, or 42.4%, during
the three months ended March 31, 1997, due primarily to an increase in earnings
before income taxes of $75,000, or 43.6%. The Corporation's effective tax rates
amounted to 34.0% and 34.3% during the three months ended March 31, 1997 and
1996, respectively.
Harvest Home Financial Corporation
PART II
ITEM 1. Legal Proceedings
Not applicable.
ITEM 2. Changes in Securities
Not applicable.
ITEM 3. Defaults Upon Senior Securities
Not applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Materially Important Events
None.
ITEM 6. Exhibits and Reports on Form 8-K
None.
SIGNATURES
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.
Date: May 15, 1997 By:_______________________________
John E. Rathkamp
President, Chief Executive Officer
and Secretary
Date: May 15, 1997 By:_______________________________
Dennis J. Slattery
Executive Vice President,
Treasurer
SIGNATURES
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.
Date: May 15, 1997 By:/s/John E. Rathkamp
John E. Rathkamp
President, Chief Executive Officer
and Secretary
Date: May 15, 1997 By:/s/Dennis J. Slattery
Executive Vice President,
Treasurer