U.S. 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 September 30, 1997.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Exchange Act for
the transition period from to
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Commission File Number 0-20899
FIRST LANCASTER BANCSHARES, INC.
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(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 61-1297318
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
208 LEXINGTON STREET, LANCASTER, KENTUCKY 40444-1131
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(Address of Principal Executive Offices)
(606) 792-3368
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Registrant's Telephone Number, Including Area Code
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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
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As of November 10th, 1997, the issuer had 958,812 shares of Common Stock issued
and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
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CONTENTS
PART 1. FINANCIAL INFORMATION PAGE
--------------------- ----
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 1997 (unaudited) and June 30, 1997 2
Consolidated Statements of Income for the Three Months
Ended September 30, 1997 and 1996 (unaudited) 3
Consolidated Statements of Cash Flows for the Three Months
Ended September 30, 1997 and 1996 (unaudited) 4
Notes to Consolidated Financial Statements 5-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9-11
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings. 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security-Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
EXHIBIT 11 14
EXHIBIT 27 15-16
FIRST LANCASTER BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS SEPTEMBER 30, JUNE 30,
1997 1997
------------- -------------
Cash $ 632,546 $ 670,998
Interest-bearing cash deposits in other depository institutions 1,251,906 1,437,113
Investment securities available-for-sale, at market value (amortized cost
$24,158 at September 30, 1997 and June 30, 1997) 869,688 863,520
Mortgage-backed securities, held to maturity 515,295 540,408
Investments in nonmarketable equity securities, at cost 511,105 342,700
Loans receivable, net 42,639,325 38,283,591
Accrued interest receivable 361,917 260,227
Office property and equipment, at cost, less accumulated depreciation 393,941 400,523
Other assets 8,670 8,563
------------- -------------
Total assets $ 47,184,393 $ 42,807,643
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Savings accounts and certificates $ 22,457,195 $ 22,127,687
Advance payments by borrowers for taxes and insurance 33,232 28,421
Accrued interest payable 49,634 35,583
Federal Home Loan Bank advances 9,920,324 5,926,928
Accounts payable and other liabilities 421,832 293,672
Note payable 118,443
Income tax payable 85,006 70,849
Deferred income tax payable 191,654 216,416
------------- -------------
Total liabilities 33,277,320 28,699,556
------------- -------------
Preferred stock, 500,000 shares authorized
Common stock, $.01 par value; 3,000,000 shares authorized;
888,500 shares issued; 880,950 and 888,500 outstanding at
September 30, 1997 and June 30, 1997, respectively 9,588 9,588
Additional paid-in capital 9,119,316 9,110,683
Treasury stock (118,441)
Employee stock ownership plan (687,141) (703,121)
Unrealized gain on securities available-for-sale (net of deferred tax
liability of $287,480 and $285,383, respectively) 558,050 553,979
Retained earnings, substantially restricted 5,025,701 5,136,958
------------- -------------
Total stockholders' equity 13,907,073 14,108,087
------------- -------------
Total liabilities and stockholders' equity $ 47,184,393 $ 42,807,643
============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
2
FIRST LANCASTER BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
for the three months ended September 30, 1997 and 1996
(Unaudited)
THREE MONTHS ENDED
1997 1996
------------- -------------
Interest on loans and mortgage-backed securities $ 912,574 $ 729,310
Interest and dividends on investments and deposits in other depository
institutions 28,548 75,895
------------- -------------
Total interest income 941,122 805,205
-------------- --------------
Interest on savings accounts and certificates 302,446 274,456
Interest on other borrowings 117,542 41,162
-------------- --------------
Total interest expense 419,988 315,618
-------------- --------------
Net interest income 521,134 489,587
Provision for loan losses 25,000 5,653
-------------- --------------
Net interest income after provision for loan losses 496,134 483,934
-------------- --------------
Other expenses:
Compensation 77,648 68,542
Employee retirement and other benefits 80,968 43,654
State franchise taxes 6,434 7,146
SAIF deposit insurance premium 10,474 173,725
Occupancy expense 19,503 10,175
Data processing 12,959 11,317
Loss on disposal of other real estate owned 3,133
Other 116,903 79,251
-------------- --------------
Total other expenses 324,889 396,943
-------------- --------------
Income before income taxes 171,245 86,991
Provision for income taxes 60,562 31,663
-------------- --------------
Net income $ 110,683 $ 55,328
============== ==============
Weighted shares outstanding 908,927 882,908
Earnings per share net of tax 0.12 0.06
The accompanying notes are an integral part of the consolidated financial
statements.
3
FIRST LANCASTER BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
-------------- --------------
Cash flows from operating activities:
Net income $ 110,683 $ 55,328
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 8,039 10,175
Provision for loan losses 25,000 5,653
Stock dividend, FHLB stock (5,200)
Deferred federal income tax (26,859)
Net loan origination fees deferred 37,068 3,262
Noncash compensation related to ESOP 24,613 22,116
Loss on sale of real estate acquired by foreclosure 2,633
MRP Benefit expense 30,189
Change in assets and liabilities:
Accrued interest receivable (101,690) (35,590)
Other assets (107) (1,547)
Accrued interest payable 14,051 (15,224)
Accounts payable and other liabilities 97,971 180,823
Income tax payable 14,157 20,664
-------------- --------------
Net cash provided by operating activities 233,115 246,187
-------------- --------------
Cash flows from investing activities:
Purchase of FHLB stock (168,405)
Purchase of property, plant and equipment (1,457)
Proceeds from sale of real estate acquired by foreclosure 166,332
Purchase mortgage backed securities (500,420)
Mortgage-backed securities principal repayments 25,113 13,018
Net increase in loans receivable (4,417,802) (829,442)
-------------- --------------
Net cash used in investing activities (4,562,551) (1,150,512)
-------------- --------------
Cash flows from financing activities:
Proceeds received from borrowings 118,443
Cash dividend (221,940)
Purchase of treasury stock (118,441)
Net (decrease) increase in savings accounts and certificates 329,508 (1,685,372)
Advance payments by borrowers for taxes and insurance 4,811 6,988
Federal Home Loan Bank advances 4,000,000
Federal Home Loan Bank advance principal repayments (6,604) (1,506,688)
Stock conversion costs (38,372)
============== ==============
Net cash (used in) provided by financing activities 4,105,777 (3,223,444)
-------------- --------------
Net (decrease) increase in cash and cash equivalents (223,659) (4,127,769)
Cash and cash equivalents at beginning of period 2,108,111 7,624,857
-------------- --------------
Cash and cash equivalents at end of period $ 1,884,452 $ 3,497,088
============== ==============
Supplemental disclosure of non-cash investing activities:
Unrealized gain on securities available for sale, net of deferred tax liability
of $2,097 and $60,554 at September 30, 1997 and 1996 respectively. $ 4,071 $ 117,547
The accompanying notes are an integral part of the consolidated financial
statements.
4
FIRST LANCASTER BANCSHARES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL:
The accompanying unaudited consolidated financial statements of First
Lancaster Bancshares, Inc. and Subsidiary (the Company) have been prepared in
accordance with the instructions for Form 10-QSB and therefore do not include
certain information or footnotes necessary for the presentation of complete
consolidated financial statements in accordance with generally accepted
accounting principles. However, in the opinion of management, the
consolidated financial statements reflect all adjustments (which consist of
normal recurring accruals) necessary for a fair presentation of the results
for the unaudited periods. The results of the operations for the three
months ended September 30, 1997 are not necessarily indicative of the results
which may be expected for the entire year. The consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto for the year ended June 30, 1997.
2. INVESTMENT SECURITIES:
Investment securities are summarized as follows:
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
SEPTEMBER 30, 1997 COST GAINS LOSSES VALUE
---------- ---------- ---------- ----------
Available-for-Sale Equity Securities:
Federal Home Loan Mortgage Corporation
Common stock - 24,672 shares $ 24,158 $ 845,530 $ $ 869,688
========== ========== ========== ==========
JUNE 30, 1997
Available-for-Sale Equity Securities:
Federal Home Loan Mortgage Corporation
Common stock - 24,672 shares $ 24,158 $ 839,362 $ $ 863,520
========== ========== ========== ==========
3. MORTGAGED-BACKED SECURITIES:
Mortgage-backed securities are summarized as follows:
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
SEPTEMBER 30, 1997 COST GAINS LOSSES VALUE
---------- ---------- ---------- ----------
FHLMC certificates $ 510,674 $ $ 510,674
GNMA certificate 4,621 4,621
---------- ---------- ---------- ----------
$ 515,295 $ $ 515,295
========== ========== ========== ==========
JUNE 30, 1997
FHLMC certificates $ 538,124 $ 5,546 $ 543,670
GNMA certificate 2,284 46 2,330
---------- ---------- ---------- ----------
$ 540,408 $ 5,592 $ 546,000
========== ========== ========== ==========
5
4. ALLOWANCE FOR LOAN LOSSES:
An analysis of the changes in the loan loss allowance for the three months
ended September 30 follows:
THREE MONTHS ENDED
1997 1996
------------ ------------
Beginning balance $ 125,000 $ 100,000
Provision 25,000 5,653
Charge offs (5,653)
------------ ------------
Ending balance $ 150,000 $ 100,000
============ ============
Nonaccrual loans amounted to $1.2 million and $120 thousand at September
30, 1997 and 1996, respectively.
5. FEDERAL HOME LOAN BANK ADVANCES:
Federal Home Loan Bank advances at September 30, 1997 and June 30, 1997
are as follows:
SEPTEMBER JUNE 30,
30, 1997 1997
---------------- --------------------------------------
DATE OF INTEREST
ISSUE YEAR OF MATURITY AMOUNT AMOUNT RATE
---------------- ---------------- ---------------- ---------------- ----------------
10/27/94 11/01/04 $ 132,816 $ 136,155 8.45
1/31/95 1/30/15 650,000 650,000 6.09
5/09/95 6/01/05 137,508 140,773 7.35
3/14/97 3/13/98 750,000 750,000 6.05
3/25/97 3/25/98 500,000 500,000 6.75
3/25/97 3/25/98 2,000,000 2,000,000 6.20
5/01/97 10/28/97 1,750,000 1,750,000 6.00
7/31/97 7/31/98 1,000,000 5.88
8/14/97 8/14/98 500,000 5.95
8/26/97 2/20/98 500,000 5.84
9/04/97 3/03/98 750,000 5.82
9/16/97 3/13/98 500,000 5.80
9/23/97 3/20/98 750,000 5.77
---------------- ----------------
$ 9,920,324 $ 5,926,928
================ ================
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
6. EFFECT OF IMPLEMENTING NEW ACCOUNTING STANDARDS:
In June 1996, the FASB issued Statement of Financial Standards (SFAS) No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." Under this standard, accounting for
transfers and servicing of financial assets and extinguishments of
liabilities is based on control. After a transfer of financial assets, an
entity recognizes the financial and servicing assets it controls and the
liabilities it has incurred, derecognizes financial assets when control has
been surrendered and derecognizes liabilities when extinguished. This
statement applies prospectively in fiscal years beginning after December 31,
1996. The Corporation adopted the statement July 1, 1997 with no material
affect on the financial statements.
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share" (EPS).
This statement specifies the computation, presentation, and disclosure
requirements for EPS. SFAS No. 128 is designed to improve the EPS
information provided in financial statements by simplifying the existing
computational guidelines, revising the disclosure requirements, and
increasing the comparability of EPS data on an international basis. Some of
the changes made to simplify the EPS computations include: (a) eliminating
the presentation of primary EPS and replacing it with basic EPS, with the
principal difference being that common stock equivalents are not considered
in computing basic EPS, (b) eliminating the modified treasury stock method
and three percent materiality provision, and (c) revising the contingent
share provisions and the supplemental EPS data requirements . SFAS No. 128
requires presentation of basic EPS amounts from income for continuing
operations and net income on the face of the income statement for entities
with simple capital structures and dual presentation of basic and diluted EPS
on the face of the income statement for all entities with complex capital
structures regardless of whether basic and diluted EPS are the same. The
statement also requires a reconciliation of the numerator and denominator
used on computing basic and diluted EPS and is applicable to all entities
with publicly held common stock or potential common stock.
SFAS No. 128 is effective for the fiscal year ending June 30, 1998 and
interim periods after December 15, 1997. Earlier application is not
permitted. EPS calculated under SFAS No. 128 are not expected to be
materially different from EPS calculated under the current method.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income."
This statement establishes standards for reporting and displaying
comprehensive income and its components in a full set of general-purpose
financial statements. The purpose of reporting comprehensive income is to
present a measure of all changes in equity that result from recognized
transactions and other economic events of the period other than transactions
with owners in their capacity as owners. If used with related disclosures
and other information in the consolidated financial statements, the FASB
believes that the information provided by reporting comprehensive income
should help investors, creditors, and others in assessing an enterprise's
activities and the timing and magnitude of its future cash flows. The
statement requires that an enterprise classify items of other comprehensive
income by their nature in a financial statement and display the accumulated
balance of other comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of the statement of
financial condition. This statement is effective for fiscal years beginning
after December 31, 1997 and
7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
6. EFFECT OF IMPLEMENTING NEW ACCOUNTING STANDARDS, CONTINUED:
reclassification of financial statements for earlier periods provided for
comparative purposes is required. The only transactions that meet the
definition of comprehensive income for the Corporation include the unrealized
gains on securities available for sale. These unrealized gains are currently
reported separately in the equity section of the statement of financial
condition. Therefore, there should not be any impact on the consolidated
financial statements.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which establishes standards for the
manner in which public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to stockholders. This statement also establishes
standards for related disclosures about products and services, geographic
areas, and major customers. This statement requires the reporting of
financial and descriptive information about an enterprise's reportable
operating segments.
This statement is effective for financial statements for periods beginning
after December 15, 1997. In the initial year of application, comparative
information for earlier years is to be restated. The Company does not
anticipate that the adoption of SFAS No. 131 will have a material effect on
the Company.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company's consolidated results of operations are dependent primarily on net
interest income, which is the difference between the interest income earned on
interest-earning assets, such as loans and securities, and the interest expense
incurred on interest-bearing liabilities, such as deposits and borrowings. The
Company's operating expenses consist primarily of employee compensation,
occupancy expenses, federal deposit insurance premiums and other general and
administrative expenses. The Company's results of operations are significantly
affected by general economic and competitive conditions, particularly changes in
market interest rates, government policies and actions of regulatory agencies.
Any forward-looking statements included in this report or in any report included
by reference, which reflect management's best judgement based on factors known,
involve risks and uncertainties, including but not limited to those discussed
above. Actual results could differ materially from those expressed or implied.
COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1997 AND JUNE 30, 1997
The Bank's total assets increased by approximately $4.4 million, or 10.3%, from
$42.8 million at June 30, 1997 to $47.2 million at September 30, 1997. The
increase resulted primarily from an increase in net loans receivable of $4.4
million, or 11.4%, from $38.3 million at June 30, 1997 to $42.7 million at
September 30, 1997 and an increase in nonmarketable investment securities (due
to purchases of FHLB stock) of $168 thousand from $343 thousand at June 30,
1997, to $511 thousand at September 30, 1997. This was offset by a decrease in
interest-bearing deposits in other depository institutions of $185 thousand from
$1.4 million at June 30, 1997 to $1.2 million at September 30, 1997. The Bank's
savings accounts increased by $330 thousand, or 1.5%, from $22.1 million at June
30, 1997 to $22.4 million at September 30, 1997. The Bank's FHLB advances
increased by $4.0 million, or 67.4%, from $5.9 million at June 30, 1997 to $9.9
million at September 30, 1997. During the quarter ended September 30 1997 the
Company acquired 7,550 of common shares for a purchase price of $118,441. Such
shares will be used to fulfill the obligation under the Company's management
recognition plan. The reacquisition of common shares was funded by a loan from
a third party lending institution.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997
AND 1996
NET INCOME: The Bank's net income increased by $55 thousand, or 100%, from $55
thousand for the quarter ended September 30, 1996 to $110 thousand for the
quarter ended September 30, 1997. Such increase was due primarily to an increase
in net interest income of $32 thousand, or 6.4%, and a decrease in SAIF deposit
insurance of $163 thousand from $173 thousand for the quarter ended September
30, 1996 to $10 thousand for the quarter ended September 30, 1997, offset
primarily by an increase in the provision for loan loss of $25,000, an increase
in employee retirement and other benefits of $37 thousand, an increase in other
expense of $38 thousand and an increase in provision for income taxes of $29
thousand.
9
NET INTEREST INCOME: Net interest income increased by $32 thousand, or 6.4%,
from $489 thousand for the quarter ended September 30, 1996 to $521 thousand for
the quarter ended September 30, 1997. The increase is attributed to an increase
in interest income of $136 thousand and an increase of interest expense of $104
thousand.
INTEREST INCOME: Total interest and dividend income increased by $136 thousand
or, 16.9%, to $941 thousand for the quarter ended September 30, 1997 from $805
thousand for the quarter ended September 30, 1996. The increase primarily
reflects an increase in interest income on loans. Interest on loans increased
by $183 thousand, or 25.1%, during the quarter ended September 30, 1997, as
compared to the quarter ended September 30, 1996, as the Bank continued its
policy of loan growth through originations. Interest and dividends on
investments and deposits in other depository institutions decreased by $47
thousand or, 62.4%, during the quarter ended September 30, 1997, as compared to
the quarter ended September 30, 1996. The decrease in dividends on investments
and deposits in other depository institutions is attributed to the use of these
short term investments to fund loan growth.
INTEREST EXPENSE: Total interest expense increased by $104 thousand, or 33.1%,
to $420 thousand for the quarter ended September 30, 1997 from $316 thousand for
the quarter ended September 30, 1996. Interest on other borrowings increased by
$76 thousand, or 185.6%, to $117 thousand for the quarter ended September 30,
1997 from $41 thousand for the quarter ended September 30, 1996 due to the
increase in FHLB advances from $6.0 million at September 30, 1996 to $9.9
million at September 30, 1997.
PROVISION FOR LOAN LOSSES: The Bank established a $25,000 and $6,000 provision
for loan losses for the quarter ended September 30, 1997 and 1996, respectively.
The Bank's provision for loan losses is based on management's assessment of the
general risk inherent in the loan portfolio based on all relevant factors and
conditions.
OTHER EXPENSE: Total other expense decreased by $72 thousand, or 18.1%, from
$397 thousand for the quarter ended September 30, 1996 to $325 thousand for the
quarter ended September 30, 1997. The decrease was caused primarily by a
decrease of $163 thousand in SAIF deposit insurance due to a one time assessment
in 1996. The increase in other expense is related to costs associated with
operating a public company. Employee retirement and other benefits increased as
a result of the new employee ESOP plan, management recognition plan (MRP) and
the directors retirement program.
INCOME TAX: The effective tax rates for the quarters ended September 30, 1997
and 1996 were 35.4% and 36.4%, respectively. Income tax expense increased by
$29 thousand , or 90.6%, from $32 thousand for the quarter ended September 30,
1996 to $61 thousand for the quarter ended September 30, 1997. Income tax
expense increased as a result of the increase in income before income taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds are deposits; principal and interest
payments on loans and mortgage-backed securities; proceeds from the sale of
available-for-sale securities; proceeds from maturing debt securities; advances
from the FHLB; and other borrowed funds. While scheduled maturities of
securities and amortization of loans are predictable sources of funds, deposit
flows and prepayments on mortgage loans and mortgage-backed securities are
greatly influenced by the general level of interest rates, economic conditions
and competition.
The Bank is required to maintain an average daily balance of liquid assets and
short-term liquid assets as a percentage of net withdrawable deposit accounts
plus short-term borrowings as defined by OTS regulations. The minimum required
liquidity and short-term liquidity ratios are currently 5% and 1%,
10
respectively. For September 30, 1997, the Bank had liquidity and short-term
liquidity ratios of 8.1% and 6.4%, respectively.
At September 30, 1997, the Company had outstanding commitments to originate
commercial loans totaling $75 thousand and first mortgage loans totaling $903
thousand. The Company anticipates that it will borrow additional funds from the
Federal Home Loan Bank to meet its current origination commitments.
The Bank is required by federal regulations to maintain minimum amounts of
capital. Currently, the minimum required levels are tangible capital of 1.5% of
tangible assets, core capital of 3.0% of adjusted tangible assets, and risk-
based capital of 8.0% of risk-weighted assets. At September 30, 1997, the Bank
had tangible capital of 26.9% of tangible assets, core capital of 26.9% of
adjusted tangible assets, and risk-based capital of 43.1% of risk-weighted
assets.
11
PART 11 OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
EXHIBITS
Exhibit 11 Computation of Earnings Per Share
Exhibit 27 Financial Data Schedule
12
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRST LANCASTER BANCSHARES, INC.
Date: November 13, 1997 /s/ Virginia R.S. Stump
------------------------------------------
Virginia R.S. Stump
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 13, 1997 /s/ Tony A. Merida
------------------------------------------
Tony A. Merida
Executive Vice President
(Principal Financial Officer)
13