FORM 10-QSB
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 December 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. 033-75820
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)
Issuer'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 February 6, 1998 the latest practicable date, 891,357 shares of the
registrant's common stock, without par value, were issued and outstanding.
Page 1 of 16 pages
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)
December 31, September 30,
1997 1997
ASSETS
Cash and due from banks $ 965 $ 558
Federal funds sold 3,000 2,600
Interest-bearing deposits in other financial
institutions 4,334 2,106
Cash and cash equivalents 8,299 5,264
Investment securities designated as available
for sale - at market 6,020 8,039
Mortgage-backed securities designated as
available for sale - at market 31,644 32,466
Loans receivable - net 44,344 45,229
Office premises and equipment - at
depreciated cost 1,063 981
Federal Home Loan Bank stock - at cost 1,241 1,219
Accrued interest receivable on loans 212 245
Accrued interest receivable on mortgage-
backed securities 114 139
Accrued interest receivable on investments and
interest-bearing deposits 157 126
Prepaid expenses and other assets 47 73
Prepaid federal income taxes 0 51
Total assets $93,141 $93,832
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $60,278 $58,786
Advances from the Federal Home Loan Bank 21,825 24,000
Advances by borrowers for taxes and insurance 149 107
Accrued interest payable 133 89
Other liabilities 57 253
Accrued federal income taxes 8 0
Deferred federal income taxes 335 253
Total liabilities 82,785 83,488
Stockholders' equity
Common stock - 2,000,000 shares of no
par value authorized; 991,875 shares issued 0 0
Additional paid-in capital 6,895 6,884
Retained earnings - restricted 5,067 5,043
Shares acquired by Employee Stock Ownership
Plan (301) (378)
Shares acquired by Recognition and Retention
Plan (291) (389)
Unrealized gains on securities designated as
available for sale, net of related
tax effects 178 40
Less 100,518 and 77,018 shares of treasury
stock - at cost (1,192) (856)
Total stockholders' equity 10,356 10,344
Total liabilities and stockholders' equity $93,141 $93,832
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended December 31,
(In thousands, except share data)
1997 1996
Interest income
Loans $ 892 $ 856
Mortgage-backed securities 527 299
Investment securities 129 193
Interest-bearing deposits and other 93 44
Total interest income 1,641 1,392
Interest expense
Deposits 745 691
Borrowings 341 151
Total interest expense 1,086 842
Net interest income 555 550
Provision for losses on loans 3 0
Net interest income after provision for
losses on loans 552 550
Other income
Gain on sale of investment and mortgage-backed
Securities designated as available for sale 6 6
Other operating 16 17
Total other income 22 23
General, administrative and other expense
Employee compensation and benefits 217 171
Occupancy and equipment 71 61
Federal deposit insurance premiums 9 0
Franchise taxes 29 34
Other operating 60 69
Total general, administrative and other expense 386 335
Earnings before income taxes 188 238
Federal income taxes
Current 55 (77)
Deferred 9 158
Total federal income taxes 64 81
NET EARNINGS $ 124 $ 157
EARNINGS PER SHARE
Basic $.14 $.18
Diluted $.14 $.17
The Harvest Home Financial Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended December 31,
(In thousands)
1997 1996
Cash flows provided by (used in) operating
activities:
Net earnings for the period $ 124 $ 157
Adjustments to reconcile net earnings to
net cash provided by (used in) operating
activities:
Amortization of deferred loan origination fees (18) (12)
Depreciation and amortization 13 14
Amortization of premiums and discounts on
investment and mortgage-backed
securities - net (2) 11
Provision for losses on loans 3 0
Gain on sale of investment and mortgage-backed
securities (6) (6)
Amortization expense of stock benefit plans 186 236
Federal Home Loan Bank stock dividends (22) (11)
Increase (decrease) in cash due to changes in:
Accrued interest receivable on loans 33 13
Accrued interest receivable on mortgage-backed
securities 25 2
Accrued interest receivable on investments
and interest-bearing deposits (31) (40)
Prepaid expenses and other assets 26 16
Accrued interest payable 44 15
Other liabilities (196) (375)
Federal income taxes
Current 59 (164)
Deferred 9 158
Net cash provided by operating activities 247 14
Cash flows provided by (used in) investing
activities:
Principal repayments on mortgage-backed
securities 3,286 310
Purchase of mortgage-backed securities (2,569) (5,000)
Proceeds from maturity of investment securities 2,000 0
Proceeds from sale of investment securities 0 2,004
Proceeds from sale of mortgage-backed securities 343 135
Principal repayments on loans 3,133 860
Loan disbursements (2,233) (1,302)
Purchase of office equipment (95) (3)
Purchase of Federal Home Loan Bank stock 0 (162)
Net cash provided by (used in) investing
activities 3,865 (3,158)
Net cash provided by (used in) operating
and investing activities (balance
carried forward) 4,112 (3,144)
Net cash provided by (used in) operating
and investing activities (balance
brought forward) $4,112 $(3,144)
Cash flows provided by (used in) financing
activities:
Net increase (decrease) in deposit accounts 1,492 (204)
Proceeds from Federal Home Loan Bank advances 3,000 5,000
Repayment of Federal Home Loan Bank advances (5,175) 0
Advances by borrowers for taxes and insurance 42 47
Dividends on common stock (100) (93)
Purchase of treasury shares (336) 0
Net cash provided by (used in) financing
activities (1,077) 4,750
Net increase in cash and cash equivalents 3,035 1,606
Cash and cash equivalents at beginning of period 5,264 1,708
Cash and cash equivalents at end of period $8,299 $ 3,314
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest on deposits and borrowings $1,042 $ 827
Supplemental disclosure of noncash investing
activities:
Unrealized gains on securities designated
as available for sale, net of related
tax effects $ 138 $ 0
Harvest Home Financial Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three month periods ended
December 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 Harvest Home Financial
Corporation (the Corporation) included in the Annual Report on
Form 10-KSB for the year ended September 30, 1997. 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 three month periods
ended December 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 the Corporation and Harvest Home Savings Bank (the
Savings Bank). All significant intercompany items have been
eliminated.
3. Earnings Per Share
Basic earnings per share is computed based upon the weighted-
average shares outstanding during the period, less shares in the
ESOP that are unallocated and not committed to be released.
Weighted-average common shares deemed outstanding, which gives
effect to 36,774 and 37,826 unallocated ESOP shares, totaled
860,904 and 897,031 for the three month periods ended December
31, 1997 and 1996, respectively.
Diluted earnings per share is computed taking into consideration
common shares outstanding and dilutive potential common shares,
i.e., the Corporation's stock option plan. Weighted-average
common shares deemed outstanding for purposes of computing
diluted earnings per share totaled 896,943 and 900,130 for the
three month periods ended December 31, 1997 and 1996,
respectively.
4. Effects of Recent Accounting Pronouncements
In June 1996, the Financial Accounting Standards Board (the FASB)
issued Statement of Financial Accounting Standards (SFAS) No.
125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments 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
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 been 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 June 1997, the FASB issued SFAS No. 130, "Reporting
Comprehensive Income." SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components
(revenues, expenses, gains and losses) in a full set of general-
purpose financial statements. SFAS No. 130 requires that all
items that are required to be recognized under accounting
standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as
other financial statements. It does not require a specific
format for that financial statement but requires that an
enterprise display an amount representing total comprehensive
income for the period in that financial statement.
SFAS No. 130 requires that an enterprise (a) classify items of
other comprehensive income by their nature in a financial
statement and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of a statement
of financial position. SFAS No. 130 is effective for fiscal
years beginning after December 15, 1997. Reclassification of
financial statements for earlier periods provided for comparative
purposes is required. SFAS No. 130 is not expected to have a
material impact on the Corporation's financial statements.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 131
significantly changes the way that public business enterprises
report information about operating segments in annual financial
statements and requires that those enterprises report selected
information about reportable segments in interim financial
reports issued to shareholders. It also establishes standards
for related disclosures about products and services, geographic
areas and major customers. SFAS No. 131 uses a "management
approach" to disclose financial and descriptive information about
the way that management organizes the segments within the
enterprise for making operating decisions and assessing
performance. For many enterprises, the management approach will
likely result in more segments being reported. In addition, SFAS
No. 131 requires significantly more information to be disclosed
for each reportable segment than is presently being reported in
annual financial statements and also requires that selected
information be reported in interim financial statements. SFAS
No. 131 is effective for fiscal years beginning after December
15, 1997. SFAS No. 131 is not expected to have a material impact
on the Corporation's financial statements.
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 and
adequacy of the allowance for losses on loans, the effect of the
year 2000 on certain information technology systems and the
effect of certain recent accounting pronouncements on results of
operations and financial position.
Discussion of Financial Condition Changes from September 30, 1997
to December 31, 1997
At December 31, 1997, the Corporation had total assets of $93.1
million, a decrease of $691,000, or .7%, from September 30, 1997.
The decrease in assets resulted primarily from a $2.2 million
decrease in advances from the Federal Home Loan Bank, which was
partially offset by a $1.5 million increase in deposits.
Cash and due from banks, federal funds sold, interest-bearing
deposits in other financial institutions and investment
securities increased by $1.0 million, to a total of $14.3 million
at December 31, 1997. Investment securities decreased by $2.0
million, or 25.1%, due to maturities of securities during the
quarter. Proceeds from maturities of investment securities
occurring in December 1997, were invested in federal funds sold,
which resulted in the preponderance of the increase in cash and
cash equivalents over the quarter. Such excess funds were
redeployed into mortgage-backed securities in early January 1998.
Mortgage-backed securities decreased by $822,000, or 2.5%, to a
total of $31.6 million at December 31, 1997, as compared to $32.5
million at September 30, 1997, as purchases of $2.6 million were
exceeded by principal repayments and sales of $3.3 million and
337,000, respectively. Proceeds from repayments of mortgage-
backed securities were utilized to repay advances from the
Federal Home Loan Bank, as such securities were matched with
these advances in leveraged purchase transactions during fiscal
1997 and 1996. The $2.6 million of securities purchased during
the current quarter reflects managements decision to redeploy
excess liquidity into higher-yielding investments.
Loans receivable decreased by $885,000, or 2.0 %, as loan
disbursements of $2.2 million were exceeded by principal
repayments of $3.1 million. Loan origination volume during the
1997 quarter exceeded that of the 1996 quarter by $931,000, or
71.5%. Growth in loan originations year to year consisted
primarily of loans secured by one- to four-family residential
real estate.
Harvest Home's allowance for loan losses totaled $118,000 at
December 31, 1997, and $115,000 at September 30, 1997. 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, evaluating the quality
of the portfolio. At December 31, 1997, the Corporation had
$30,000 in nonperforming loans, as compared to $95,000 in
nonperforming loans at September 30, 1997. Although management
believes that its allowance for loan losses at December 31, 1997
was adequate based on the available facts and circumstances,
there can be no assurance that additions to such allowance will
not be necessary in future periods, which could adversely affect
Harvest Home's results of operations.
Deposits totaled $60.3 million at December 31, 1997, an increase
of $1.5 million, or 2.5%, over the $58.8 million of deposits
outstanding at September 30, 1997. The increase reflects
managements continuing efforts to maintain a moderate rate of
growth through marketing and pricing strategies.
Advances from the Federal Home Loan Bank decreased by $2.2
million, or 9.1%, during the current quarter as repayments
totaling $5.2 million were partially offset by $3.0 million in
new borrowings. The net repayments resulted from prepayments
received on mortgage-backed securities which had been matched
with such advances at inception.
The Savings Bank is subject to risk-based capital ratio
guidelines implemented by the Federal Deposit Insurance
Corporation (FDIC). 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 December 31, 1997, the Savings Bank's regulatory capital
substantially exceeded all minimum capital requirements.
Comparison of Operating Results for the Three Month Periods Ended
December 31, 1997 and 1996
General
Net earnings for the three months ended December 31, 1997 totaled
$124,000, a decrease of $33,000, or 21.0%, from the $157,000 of
net earnings recorded for the three months ended December 31,
1996. The decrease in earnings resulted primarily from a $51,000
increase in general, administrative and other expense, which was
partially offset by a $5,000 increase in net interest income and
a $17,000 decrease in the federal income tax provision.
Net Interest Income
Interest income on loans for the three months ended December 31,
1997 increased by $36,000, or 4.2%. The increase was primarily
due to a $2.3 million increase in the average portfolio balance
year to year, which was partially offset by a 9 basis point
decrease in yield, from 8.05% in 1996 to 7.96% in 1997. Interest
income on mortgage-backed securities increased by $228,000, or
76.3%, due primarily to a $9.4 million increase in average
portfolio balance outstanding year to year. Interest income on
investment securities and other interest-earning assets decreased
by $15,000, or 6.3%. This decrease was primarily the result of a
decrease in average yields available on short term deposits year
to year.
Interest expense on deposits increased by $54,000, or 7.8%,
during the three months ended December 31, 1997. This increase
was due primarily to a $1.7 million increase in the average
balance outstanding, coupled with a 23 basis point increase in
the average cost of deposits, from 4.76% in 1996 to 4.99% in
1997.
Interest expense on borrowings increased by $190,000, or 125.8%,
as a result of the increase in the average outstanding balance of
advances from the Federal Home Loan Bank.
As a result of the foregoing changes in interest income and
interest expense, net interest income increased by $5,000, or
.9%, during the three months ended December 31, 1997, as compared
to the three months ended December 31, 1996.
Other Income
Other income decreased by $1,000, or 4.3%, during the three
months ended December 31, 1997. This decrease was due primarily
to a $1,000 decline in other operating income, generally service
charges and other fees, year to year.
General, Administrative and Other Expense
General, administrative and other expense increased by
approximately $51,000, or 15.2%, during the three months ended
December 31, 1997, to a total of $386,000, as compared to the
$335,000 total reported for the same period in 1996. This
increase was primarily the result of a $46,000, or 26.9%,
increase in employee compensation and benefits and a $9,000
increase in federal deposit insurance premiums. The increase in
employee compensation and benefits resulted primarily from
increased costs related to the stock benefit plans, coupled with
normal merit increases. The increase in federal deposit
insurance premiums resulted from the realization of a premium
credit which offset expense in the 1996 quarter, following the
Savings Association Insurance Fund recapitalization assessment.
Federal Income Taxes
The provision for federal income taxes decreased by $17,000, or
21.0%, during the three months ended December 31, 1997, due
primarily to a decrease in earnings before income taxes of
$50,000, or 21.0%. Harvest Home's effective tax rates amounted
to 34.0% during each of the three months ended December 31, 1997
and 1996.
Other Matters
As with all providers of financial services, the Corporation's
operations are heavily dependent on information technology
systems. The Corporation is addressing the potential problems
associated with the possibility that the computers that control
or operate the Corporation's information technology system and
infrastructure may not be programmed to read four-digit date
codes and, upon arrival of the year 2000, may recognize the two-
digit code "00" as the year 1900, causing systems to fail to
function or to generate erroneous data. The Corporation is
working with the companies that supply or service its information
technology systems to identify and remedy any year 2000 related
problems.
As of the date of this Form 10-QSB, the Corporation has not
identified any specific expenses that are reasonably likely to be
incurred by the Corporation in connection with this issue and
does not expect to incur significant expense to implement the
necessary corrective measures. No assurance can be given,
however, that significant expense will not be incurred in future
periods. In the event that the Corporation is ultimately
required to purchase replacement computer systems, programs and
equipment, or incur substantial expense to make the Corporation's
current systems, programs and equipment year 2000 compliant, the
Corporation's net earnings and financial condition could be
adversely affected.
In addition to possible expense related to its own systems, the
Corporation could incur losses if loan payments are delayed due
to year 2000 problems affecting any major borrowers in the
Corporation's primary market area. Because the Corporation's
loan portfolio is highly diversified with regard to individual
borrowers and types of businesses and the Corporation's primary
market area is not significantly dependent upon one employer or
industry, the Corporation does not expect any significant or
prolonged difficulties that will affect net earnings or cash
flow.
Harvest Home Financial Corporation
PART II
ITEM 1. Legal Proceedings
Not applicable
ITEM 2. Changes in Securities and Use of Proceeds
Not applicable
ITEM 3. Defaults Upon Senior Securities
Not applicable
ITEM 4. Submission of Matters to a Vote of Security Holders
On December 23, 1997, the Annual Meeting of the
Corporation's Stockholders was held. Two directors
(Thomas L. Eckert and Richard F. Hauck) were each
elected to terms expiring in 2000 by the following
votes:
For: 713,522 Against: 15,165
One other matter was submitted to the stockholders, for
which the following vote was cast:
Ratification of the appointment of Grant Thornton LLP
as independent auditors of the Corporation for the
fiscal year ended September 30, 1998.
For: 711,713 Against: 11,934 Abstain: 5,040
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K: None.
Exhibits: Financial Data Schedule for the
three month
period ended December 31, 1997.
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: ___________________ By:_________________________
John E. Rathkamp
President, Chief
Executive Officer
and Secretary
Date: ___________________ 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: ___________________ By: /s/John E. Rathkamp
John E. Rathkamp
President, Chief
Executive Officer
and Secretary
Date: ___________________ By: /s/Dennis J. Slattery
Dennis J. Slattery
Executive Vice
President,
Treasurer