1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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, 1996
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 Number: 0-24274
LA JOLLA PHARMACEUTICAL COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0361285
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6455 NANCY RIDGE DRIVE 92121
SAN DIEGO, CA (Zip Code)
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (619) 452-6600
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. YES /x/ NO / /
The number of shares of the Registrant's common stock, $.01 par value,
outstanding at August 6, 1996 was 16,254,854.
This form 10-Q contains 14 sequentially numbered pages. The exhibit index
appears at sequentially numbered page 13.
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LA JOLLA PHARMACEUTICAL COMPANY
FORM 10-Q
QUARTERLY REPORT
INDEX
COVER PAGE ..................................................................................................... 1
INDEX ......................................................................................................... 2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Balance Sheets as of June 30, 1996 and December 31, 1995................................................ 3
Statements of Operations for the three and six months ended June 30, 1996
and 1995, and May 2, 1989 (inception) to June 30, 1996.................................................. 4
Statements of Cash Flows for the six months ended June 30, 1996
and 1995, and May 2, 1989 (inception) to June 30, 1996.................................................. 5
Notes to Financial Statements........................................................................... 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................................................... 7
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.............................................................................. *
ITEM 2. Changes in Securities.......................................................................... *
ITEM 3. Defaults upon Senior Securities................................................................ *
ITEM 4. Submission of Matters to a Vote of Security Holders .......................................... 11
ITEM 5. Other information............................................................................. *
ITEM 6. Exhibits and Reports on Form 8-K.............................................................. 11
SIGNATURE .................................................................................................... 12
* No information provided due to inapplicability of item.
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3
LA JOLLA PHARMACEUTICAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(dollars in thousands)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
June 30, December 31,
1996 1995
-------- --------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 4,031 $ 19,804
Short-term investments - available-for-sale (see Note 4) 13,098 3,847
Other current assets 914 213
-------- --------
Total current assets 18,043 23,864
Equipment, furniture and fixtures, net 1,637 1,925
Patent costs and other assets, net 727 586
-------- --------
Total Assets $ 20,407 $ 26,375
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 889 $ 738
Accrued payroll and related expenses 303 398
Current portion of obligations under capital leases 879 779
-------- --------
Total current liabilities 2,071 1,915
Obligations under capital leases 379 892
Commitments
Stockholders' equity:
Common stock 141 140
Additional paid-in capital 62,681 62,647
Note receivable from stockholder (14) (14)
Deficit accumulated during the development stage (44,585) (38,777)
Deferred compensation (266) (428)
-------- --------
Total stockholders' equity 17,957 23,568
-------- --------
Total Liabilities and Stockholders' Equity $ 20,407 $ 26,375
======== ========
See accompanying notes.
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4
LA JOLLA PHARMACEUTICAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)
(dollars in thousands, except per share amounts)
May 2, 1989
(inception)
Three Months Ended Six Months Ended to
June 30, June 30, June 30,
1996 1995 1996 1995 1996
------------------------------ ------------------------------ ------------
Revenue $ -- $ -- $ -- $ -- $ 3,000
Expenses:
Research and Development 2,583 2,333 5,142 4,438 41,037
General and administrative 592 452 1,180 881 10,169
------------ ------------ ------------ ------------ ------------
(3,175) (2,785) (6,322) (5,319) (48,206)
Interest income 336 148 622 339 4,539
Interest expense (51) (78) (108) (165) (918)
------------ ------------ ------------ ------------ ------------
Net Loss $ (2,890) $ (2,715) $ (5,808) $ (5,145) $ (44,585)
============ ============ ============ ============ ============
Net loss per share $ (.21) $ (.30) $ (.41) $ (.58)
============ ============ ============ ============
Shares used in computing
loss per share 14,096,000 8,927,000 14,078,000 8,927,000
============ ============ ============ ============
See accompanying notes.
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5
LA JOLLA PHARMACEUTICAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
May 2, 1989
Six Months Ended (inception) to
June 30, June 30,
1996 1995 1996
---------------------- --------
OPERATING ACTIVITIES
Net loss $ (5,808) $ (5,145) $(44,585)
Adjustments to reconcile net loss to net cash used by operating
activities:
Write off of patent costs -- -- 209
Depreciation and amortization 380 386 2,916
Amortization of deferred compensation 162 134 647
Common stock issued for interest -- -- 11
Change in operating assets and liabilities:
Other current assets (701) 93 (914)
Accounts payable and accrued liabilities 151 (250) 755
Accrued payroll and related expenses (95) (21) 283
-------- -------- --------
Net cash used for operating activities (5,911) (4,803) (40,678)
INVESTING ACTIVITIES
(Increase) decrease in short-term investments (9,251) 2,543 (13,098)
Additions to equipment, furniture and fixtures (80) (64) (2,741)
Proceeds from sale-leaseback of equipment -- -- 1,747
Increase in patent costs and other assets (153) (37) (731)
-------- -------- --------
Net cash provided by (used for) investing activities (9,484) 2,442 (14,823)
FINANCING ACTIVITIES
Payment on notes receivable from stockholder -- -- 47
Net proceeds from issuance of preferred stock -- -- 26,373
Net proceeds from issuance of common stock 35 9,917 30,920
Proceeds from bridge notes -- -- 4,156
Payments on capital lease obligations (413) (364) (1,964)
-------- -------- --------
Net cash provided by (used for) financing activities (378) 9,553 59,532
Net increase (decrease) in cash and cash equivalents (15,773) 7,192 4,031
Cash and cash equivalents at beginning of period 19,804 11,417 --
-------- -------- --------
Cash and cash equivalents at end of period $ 4,031 $ 18,609 $ 4,031
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 108 $ 165 $ 907
======== ======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Capital lease obligations incurred for property and equipment $ -- $ 132 $ 3,222
======== ======== ========
OPERATING ACTIVITIES
See accompanying notes.
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LA JOLLA PHARMACEUTICAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
JUNE 30, 1996
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of La Jolla Pharmaceutical
Company (the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and six months ended June 30, 1996 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1996. For more
complete financial information, these financial statements, and the notes
thereto, should be read in conjunction with the audited financial statements for
the year ended December 31, 1995 included in the Company's Form 10-K filed with
the Securities and Exchange Commission.
2. ACCOUNTING POLICIES
Effective January 1, 1996, the Company adopted Statement of Financial Accounting
Standard No. 121 "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of" (SFAS 121). The adoption of the new
standard had no effect on the financial statements.
Effective January 1, 1996, the Company adopted Statement of Financial Accounting
Standard No. 123 "Accounting and Disclosure of Stock-Based Compensation" (SFAS
123). As allowed under SFAS 123, the Company has elected to continue to account
for stock option grants in accordance with Accounting Principles Board Opinion
No. 25 "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations. The Company grants stock options for a fixed number of shares
to employees with an exercise price equal to the fair value of the shares at the
date of grant and, under APB 25, recognizes no compensation expense for the
stock option grants. The adoption of SFAS 123 had no effect on the financial
statements.
3. COLLABORATIVE AGREEMENT
In May 1996, the Company terminated its collaborative agreement with Leo
Pharmaceutical Products, Ltd. ("Leo Pharmaceutical") because the Company and Leo
Pharmaceutical could not reach agreement regarding the timing and allocation of
resources with respect to further clinical trials of LJP 394. Under the
termination provisions of the agreement, the Company retained a $3.0 million
payment previously received from Leo Pharmaceutical, and neither the Company nor
Leo Pharmaceutical has any further obligations.
4. SUBSEQUENT PUBLIC STOCK OFFERING
In July and August 1996, the Company issued 2,140,000 shares of common stock in
an underwritten public offering including 140,000 over-allotment shares. Net
proceeds from the offering totaled approximately $9.8 million. The accompanying
unaudited financial statements do not reflect the $9.8 million net proceeds.
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LA JOLLA PHARMACEUTICAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The discussion below includes forward-looking statements that involve a number
of risks and uncertainties. A number of factors, both foreseen and unforeseen,
could cause actual results to differ from current expectations of La Jolla
Pharmaceutical Company (the "Company" or "LJP"). Included among these factors
are the uncertainties associated with clinical trials of LJP 394, the Company's
drug candidate for the treatment of lupus, including the possibility that LJP
394 will not prove effective in producing a sustained reduction of dsDNA
antibodies in large patient populations or provide a meaningful clinical
benefit. The Company's other potential drug candidates are at earlier stages of
development and involve comparable risks. Additional risk factors include the
uncertainty of future revenue from product sales or other sources such as
collaborative relationships, the uncertainty of future profitability, the
Company's dependence on patents and other proprietary rights, the Company's
limited manufacturing capabilities and the Company's lack of marketing
experience. Readers are cautioned not to place undue reliance upon
forward-looking statements, which speak only as of the date hereof, and the
Company undertakes no obligation to update forward-looking statements to reflect
events or circumstances occurring after the date hereof. Interested parties are
urged to review the risks detailed from time to time in the Company's annual
reports on Form 10-K and the Company's registration statements on file with the
SEC.
OVERVIEW
Since its inception in May 1989, the Company has devoted substantially all of
its resources to the research and development of technology and potential drugs
to treat antibody-mediated diseases. The Company has never generated any revenue
from product sales and has relied upon private and public investors, equipment
lease financings, a payment from its former collaborative partner, and interest
income on invested cash balances for its working capital. The Company has been
unprofitable since inception and expects to incur substantial and increasing
operating losses for at least the next several years as it increases
expenditures on research and development and allocates significant and
increasing resources to its clinical trials, manufacturing, and marketing
activities. The Company's activities to date are not as broad in depth or scope
as the activities it must undertake in the future, and the Company's historical
operations and the financial information included in this report are not
indicative of its future operating results or financial condition.
In September 1995, the Company entered into a collaborative agreement with Leo
Pharmaceutical Products, Ltd. ("Leo Pharmaceutical") of Denmark pursuant to
which the Company granted to Leo Pharmaceutical the exclusive right to
distribute LJP 394 in Europe and the Middle East. In May 1996, the Company
terminated the collaborative agreement because the Company and Leo
Pharmaceutical could not reach agreement regarding the timing and allocation of
resources with respect to further clinical trials of LJP 394. Under the
termination provisions of the agreement, the Company retained a $3.0 million
payment previously received from Leo Pharmaceutical, and neither the Company nor
Leo Pharmaceutical has any further obligations. As a result of the termination
of the collaborative agreement with Leo Pharmaceutical, the Company will be
required to fund all development costs of LJP 394. The Company intends to pursue
collaborative arrangements with other pharmaceutical companies to assist in its
research programs and the clinical development and commercialization of LJP 394
and its other drug candidates. There can be no assurance that the Company will
be able to negotiate arrangements with any other collaborative partners on
acceptable terms, if at all, or that any such collaborations will be successful.
Failure to establish or maintain collaborative arrangements will require the
Company to fund all of its research and development activities, resulting in
accelerated depletion of the Company's capital,
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LA JOLLA PHARMACEUTICAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
and will require the Company to develop its own marketing capabilities for any
drug candidate that may receive regulatory approval. As a result, failure to
establish or maintain collaborative arrangements could have a material adverse
effect on the Company's business, financial condition and results of operations.
The Company expects that losses will fluctuate from quarter to quarter as a
result of differences in the timing of expenses incurred and potential revenues
from collaborative arrangements, if any, and such fluctuations may be
significant. The Company's research and development expenses are expected to
increase significantly in the future as the Company increases its development
efforts. As of June 30, 1996, the Company's accumulated deficit was $44.6
million.
The Company's business is subject to significant risks, including but not
limited to the risks inherent in its research and development efforts, including
clinical trials; uncertainties associated both with obtaining and enforcing its
patents and with the patent rights of others; the lengthy, expensive and
uncertain process of seeking regulatory approvals; uncertainties regarding
government reforms and of product pricing and reimbursement levels;
technological change and competition; manufacturing uncertainties and dependence
on any collaborative partners and other third parties. All of the Company's
product development efforts are based upon unproven technologies and therapeutic
approaches that have not been widely tested or used. To date, the Company's
Tolerance Technology has been used only in the preclinical tests and clinical
trials of LJP 394 conducted by the Company. Application of Tolerance Technology
to antibody-mediated diseases other than lupus is in earlier discovery or
preclinical research stages. LJP 394 and any other potential drug candidates of
the Company will require significant additional research and development and are
subject to significant risks. The mechanism of action utilized by LJP 394 is
unproven in humans, and to date, no therapeutic products have been developed
that target the activity of specific B cells. There can be no assurance that LJP
394 will reliably induce or sustain suppression of disease-causing antibodies,
or that LJP 394 will prove to be safe or effective. Furthermore, clinical trials
of LJP 394 may be viewed as a test of the Company's entire Tolerance Technology
approach. If these clinical trials encounter problems or are otherwise
unsuccessful, the applicability of the Company's Tolerance Technology to other
antibody-mediated diseases will be highly uncertain. Even if the Company's
product candidates appear promising at an early stage of development, they may
not reach the market for numerous reasons. Such reasons include the
possibilities that the products will be ineffective or unsafe during clinical
trials, will fail to receive necessary regulatory approvals, will be difficult
to manufacture on a large scale, will be uneconomical to market or will be
precluded from commercialization by proprietary rights of third parties.
RESULTS OF OPERATIONS
The Company had no revenues in the first six months of 1996 or 1995. In
September 1995, the Company received a one-time payment upon the execution of
its agreement with Leo Pharmaceutical which was subsequently terminated in May
1996 as described above.
Research and development expenses increased to $2.6 million for the second
quarter of 1996 from $2.3 million for the same period in 1995. For the six
months ended June 30, 1996, research and development expenses increased to $5.1
from $4.4 million for the same period in 1995. The increase in research and
development expenses was due primarily to manufacturing scale-up activities for
the Company's clinical trials of LJP 394, additions to research and development
personnel, expansion of the Company's research and development programs, and
increased facilities expenditures.
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9
LA JOLLA PHARMACEUTICAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
General and administrative expenses increased to $592,000 for the second quarter
of 1996 from $452,000 for the same period in 1995. For the six months ended June
30, 1996, general and administrative expenses increased to $1.2 million from
$881,000 for the same period in 1995. The increase was primarily attributable to
increased personnel to support increased research and development and clinical
activities, and increased facilities expenditures.
Interest income increased to $336,000 for the second quarter of 1996 from
$148,000 for the same period in 1995. For the six months ended June 30, 1996,
interest income increased to $622,000 from $339,000 for the same period in 1995.
The increase in interest income was due to higher investment balances following
receipt of the net proceeds of the Company's public offering in June 1995, its
sale of stock to a private investor in October 1995, and the payment from Leo
Pharmaceutical in September 1995. For the second quarter of 1996, interest
expense decreased to $51,000 from $78,000 for the same period in 1995. For the
six months ended June 30, 1996, interest expense decreased to $108,000 from
$165,000 for the same period in 1995. The decrease was the result of decreases
in the Company's capital lease obligations as compared to the same period in
1995.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has financed its operations through private and
public offerings of its securities, capital and operating lease transactions,
the payment from Leo Pharmaceutical, and interest income on its invested cash
balances. As of June 30, 1996, the Company had raised $61.8 million in net
proceeds since inception from sales of equity securities. Subsequently, on July
2 and August 6, 1996, the Company raised additional net proceeds of
approximately $9.8 million from an underwritten public stock offering.
At June 30, 1996, the Company had $17.1 million in cash, cash equivalents and
short-term investments, as compared to $23.7 million at December 31, 1995. The
Company's working capital at June 30, 1996 was $16.0 million compared to $21.9
million at December 31, 1995. The decreases in cash, cash equivalents and
short-term investments and in working capital resulted from the continued use of
the Company's cash toward expenses of ongoing research and development and
clinical programs, and related general and administrative expenses. The Company
invests its cash in investment-grade, interest bearing instruments.
As of June 30, 1996, the Company had acquired an aggregate of $4.5 million in
equipment, furniture and fixtures, of which approximately $3.2 million had been
acquired through capital lease obligations. In addition, the Company leases its
office and laboratory facilities as well as certain scientific equipment under
operating leases. The Company has no material commitments for the acquisition of
property and equipment.
The Company intends to use its financial resources to fund clinical trials,
research and development, manufacturing scale-up, and for working capital and
other general corporate purposes. Anticipated near-term expenses include costs
of additional clinical trials for LJP 394, the production of LJP 394 for
toxicology studies and clinical trials, and the expansion of research
activities. The Company anticipates that its existing capital (including the net
proceeds of approximately $9.8 million from the July and August 1996 public
stock offering, which are not included in the June 30, 1996 balance sheet
herein) and interest earned thereon will be sufficient to fund the Company's
operations as currently planned for at least the next 18 months. However, the
amounts expended by the Company for various purposes may vary significantly, and
it is possible that the Company's cash requirements will differ materially from
and exceed these forward-looking projections and that the Company will therefore
need additional financing sooner than currently expected. The Company's future
capital requirements will depend on many factors, including continued scientific
progress in its research and development programs, the size and complexity of
these programs, the scope and results of preclinical testing and clinical
trials, the time and costs involved in applying for regulatory approvals, the
costs involved in preparing, filing, prosecuting, maintain-
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LA JOLLA PHARMACEUTICAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
ing and enforcing patent claims, competing technological and market
developments, the ability of the Company to establish and maintain collaborative
arrangements, and the cost of manufacturing scale-up and effective
commercialization activities and arrangements. The Company expects to incur
substantial and increasing losses each year for at least the next several years
as it expands its current research and development programs and invests
increasing amounts of capital in clinical trials, manufacturing scale-up
activities, establishment of marketing and sales capabilities, and
administration of a more complex organization.
The Company has no current means of generating cash flow from operations, and
LJP 394 will not generate revenues, if at all, until it has been proven safe and
effective, has received regulatory approval, and has been successfully
commercialized, a process that is expected to take at least the next several
years. The Company's other drug candidates are much less developed than LJP 394.
There can be no assurance that the Company's product development efforts with
respect to LJP 394 or any other drug candidate will be successfully completed,
that required regulatory approvals will be obtained, or that any product, if
introduced, will be successfully marketed or achieve commercial acceptance.
Accordingly, the Company must continue to rely upon outside sources of financing
to meet its capital needs for the foreseeable future.
The Company will continue to seek capital through any appropriate means,
including the issuance of its securities and establishment of collaborative
arrangements. However, there can be no assurance that additional financing will
be available on acceptable terms, and the Company's negotiating position in its
capital-raising efforts may worsen as it continues to use its existing
resources. There also can be no assurance that the Company will be able to
negotiate arrangements with any collaborative partners on acceptable terms, if
at all, or that any such collaborations will be successful.
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A JOLLA PHARMACEUTICAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders was held On April 24, 1996. All of the
Company's directors were re-elected. In addition, the Company's stockholders
voted to amend the Company's 1994 Stock Incentive Plan to increase by 500,000
(subject to antidilution adjustments specified in the plan) the total number of
shares of the Company's Common Stock that may be issued pursuant to such plan;
and to provide for an automatic annual grant to each non-employee director of
the Company, upon each re-election of such director to the board, of an option
to purchase up to 3,000 shares of the Company's Common Stock. A total of
7,661,315 shares were voted for the amendment, 2,809,263 against, and there were
22,748 abstentions and broker non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- -------- ------- ----
3.2 Bylaws of the Company (*)
3.3 Restated Certificate of Incorporation of the Company (**)
27 Financial Data Schedule 14
(b) REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the
three months ended June 30, 1996
- -------------
* Previously filed with the Company's Registration Statement on
Form S-1 (No. 33-76480) as declared effective by the
Securities and Exchange Commission on June 3, 1994 and
incorporated herein by reference.
** Previously filed with the Company's annual report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
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12
A JOLLA PHARMACEUTICAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
SIGNATURE
JUNE 30, 1996
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
La Jolla Pharmaceutical Company
Date: August 12, 1996 By: /s/ Wood C. Erwin
---------------------------
Wood C. Erwin
Vice President Finance
Chief Financial Officer
Signed both on behalf of the Registrant and
as Principal Accounting Officer.
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A JOLLA PHARMACEUTICAL COMPANY
(A DEVELOPMENT STAGE COMPANY)
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ----
3.2 Bylaws of the Company (*)
3.3 Restated Certificate of Incorporation of the Company (**)
27 Financial Data Schedule 14
- -------------------
* Previously filed with the Company's Registration Statement on
Form S-1 (No. 33-76480) as declared effective by the
Securities and Exchange Commission on June 3, 1994 and
incorporated herein by reference.
** Previously filed with the Company's annual report on Form 10-K
for the fiscal year ended December 31, 1994 and incorporated
herein by reference.
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