UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 10 - Q
(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
( ) 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 1-13662
BOISE CASCADE OFFICE PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 82-0477390
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 West Bryn Mawr Avenue
Itasca, Illinois
60143
(Address of principal executive offices)
(Zip Code)
(630) 773-5000
(Registrant's telephone number, including area code)
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class as of July 31, 1996
Common stock, $.01 par value 62,410,589
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Three Months Ended June 30
1996 1995
(expressed in thousands,
except per share data)
Net sales $ 460,767 $ 305,718
Cost of sales, including purchases
from Boise Cascade Corporation
of $45,135,000 and $36,272,000 337,429 230,070
__________ __________
Gross profit 123,338 75,648
__________ __________
Selling and warehouse operating
expense 88,915 56,055
Corporate general and administrative
expense, including amounts paid to
Boise Cascade Corporation of $629,000
and $527,000 7,772 6,379
Goodwill amortization 1,678 499
__________ __________
98,365 62,933
__________ __________
Income from operations 24,973 12,715
Other income (expense), net (1,881) 630
__________ __________
Income before income taxes 23,092 13,345
Income tax expense 9,498 5,137
__________ __________
Net income $ 13,594 $ 8,208
Earnings per common share and
pro forma earnings per common share,
(based upon 62,359,936 actual average
common shares outstanding for the
three months ended June 30, 1996,
and 61,387,500 pro forma average
common shares outstanding for the
three months ended June 30, 1995) $ .22 $ .13
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Six Months Ended June 30
1996 1995
(expressed in thousands,
except per share data)
Net sales $ 922,190 $ 609,005
Cost of sales, including purchases
from Boise Cascade Corporation
of $87,730,000 and $70,736,000 675,955 461,536
__________ __________
Gross profit 246,235 147,469
__________ __________
Selling and warehouse operating
expense 176,010 110,366
Corporate general and administrative
expense, including amounts paid to
Boise Cascade Corporation of
$1,216,000 and $1,225,000 14,626 11,140
Goodwill amortization 3,058 939
__________ __________
193,694 122,445
__________ __________
Income from operations 52,541 25,024
Other income (expense), net (3,122) 873
__________ __________
Income before income taxes 49,419 25,897
Income tax expense 20,262 9,970
__________ __________
Net income $ 29,157 $ 15,927
Earnings per common share and
pro forma earnings per common share
(based upon 62,332,841 actual
average common shares outstanding
for the six months ended June 30,
1996, and 61,387,500 pro forma
average common shares outstanding
for the six months ended June 30,
1995) $ .47 $ .26
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30 December 31
1996 1995 1995
(expressed in thousands)
ASSETS
Current
Cash and short-term investments $ 9,058 $ 45,132 $ 14,082
Receivables, less allowances
of $3,922,000, $1,837,000,
and $2,889,000 226,791 142,754 189,260
Inventories 123,045 83,585 112,538
Deferred income tax benefits 9,499 4,599 7,588
Other 16,677 8,790 12,705
__________ __________ __________
385,070 284,860 336,173
__________ __________ __________
Property
Land 13,488 11,779 12,411
Buildings and improvements 71,448 58,075 66,217
Furniture and equipment 115,677 93,311 102,074
Accumulated depreciation (83,010) (86,222) (91,941)
__________ __________ __________
117,603 76,943 88,761
__________ __________ __________
Goodwill, net of amortization
of $8,598,000, $4,291,000,
and $5,650,000 209,486 62,581 114,919
Other assets 6,443 4,416 4,271
__________ __________ __________
Total assets $ 718,602 $ 428,800 $ 544,124
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
June 30 December 31
1996 1995 1995
(expressed in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Notes payable $ 24,000 $ - $ -
Current portion of long-term debt 217 - -
Accounts payable
Trade and other 131,864 77,690 116,363
Boise Cascade Corporation 16,792 15,122 23,906
__________ __________ __________
148,656 92,812 140,269
__________ __________ __________
Accrued liabilities
Compensation and benefits 19,523 13,121 17,959
Income taxes payable 262 5,090 4,712
Taxes, other than income 7,782 5,400 6,813
Other 23,655 10,714 20,596
__________ __________ __________
51,222 34,325 50,080
__________ __________ __________
224,095 127,137 190,349
__________ __________ __________
Other
Deferred income taxes 3,238 2,625 2,534
Long-term debt, less current portion 100,092 - -
Other 19,700 5,149 11,824
__________ __________ __________
123,030 7,774 14,358
__________ __________ __________
Shareholders' equity
Common stock, $.01 par value,
200,000,000 shares authorized;
62,407,310, 61,387,500, and
62,292,776 shares issued and
outstanding at each period 624 614 623
Additional paid-in capital 298,192 277,348 295,615
Retained earnings 72,661 15,927 43,179
__________ __________ __________
Total shareholders' equity 371,477 293,889 339,417
__________ __________ __________
Total liabilities and
shareholders' equity $ 718,602 $ 428,800 $ 544,124
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Six Months Ended June 30
1996 1995
(expressed in thousands)
Cash provided by (used for) operations
Net income $ 29,157 $ 15,927
Items in income not using (providing) cash
Depreciation and amortization 11,794 7,152
Deferred income tax benefit 1,953 (422)
Receivables 2,754 (14,173)
Inventories 12,671 1,653
Other current assets 698 (1,942)
Accounts payable and accrued liabilities (24,061) 6,645
Current and deferred income taxes (8,494) 3,867
__________ __________
Cash provided by operations 26,472 18,707
__________ __________
Cash provided by (used for) investment
Expenditures for property and equipment (19,959) (9,510)
Acquisitions (130,864) (9,338)
Other, net (5,535) 1,254
__________ __________
Cash used for investment (156,358) (17,594)
__________ __________
Cash provided by (used for) financing
Sale of stock - 123,076
Notes payable 24,000 -
Additions to long-term debt 100,000 -
Net equity transactions with Boise
Cascade Corporation - (78,547)
Other, net 862 (533)
__________ __________
Cash provided by financing 124,862 43,996
__________ __________
Increase (decrease) in cash (5,024) 45,109
Balance at beginning of the period 14,082 23
__________ __________
Balance at June 30 $ 9,058 $ 45,132
The accompanying notes are an integral part of these Financial Statements.
BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) ORGANIZATION AND BASIS OF PRESENTATION. Boise Cascade Office
Products Corporation (together with its subsidiaries, "the Company")
was operated as the Boise Cascade Office Products Distribution
Division ("the Division") of Boise Cascade Corporation ("BCC") prior
to April 1, 1995. Effective on that date, pursuant to an Asset
Transfer and Subscription Agreement between the Company and BCC, BCC
transferred to the Company (the "Transfer of Assets") substantially
all of the assets and liabilities associated with the Division, other
than $100 million of accounts receivable, in exchange for common
stock of the Company. After the transfer, BCC holds a total of
50,750,000 shares of the Company's common stock. The accompanying
historical consolidated income statements include the consolidated
results of operations of the Division.
The quarterly financial statements of the Company and its
subsidiaries have not been audited by independent public accountants,
but in the opinion of management, all adjustments necessary to
present fairly the results for the periods have been included.
Except as may be disclosed in the notes to the Financial Statements,
the adjustments made were of a normal, recurring nature. Quarterly
results are not necessarily indicative of results that may be
expected for the year. The statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. These quarterly
financial statements should be read together with the statements and
the accompanying notes included in the Company's 1995 Annual Report.
(2) PUBLIC OFFERINGS. On April 13, 1995, the Company completed the sale
of 10,637,500 shares of common stock at a price of $12.50 per share
in an initial public offering in the United States and in a
concurrent international offering ("the Offerings"). After the
Offerings, BCC owned 82.7% of the Company's outstanding common stock.
The net proceeds to the Company were approximately $123.1 million. A
total of $100 million of such net proceeds was used by the Company to
replace the working capital retained by BCC in the Transfer of
Assets. Of the remaining proceeds, $21.2 million was retained by the
Company and was available for general corporate purposes, and
$1.9 million was paid as a dividend to BCC.
(3) EARNINGS PER COMMON SHARE. Actual earnings per common share of $.22
and $.47 for the three and six months ended June 30, 1996, are based
upon the average number of common shares outstanding, including
common shares issued to effect acquisitions made by the Company and
shares issued as a result of stock options exercised. The unaudited
pro forma earnings per common share of $.13 and $.26 for the three
and six months ended June 30, 1995, are presented assuming the
50,750,000 common shares issued to BCC in the organization of the
Company and the 10,637,500 common shares issued in the Offerings were
issued on January 1, 1995.
(3) STOCK SPLIT. The Company effected a two-for-one split of the
Company's common stock in the form of a 100% stock dividend. Each
shareholder of record at the close of business on May 6, 1996,
received one additional share for each share held on that date. The
new shares were distributed on May 20, 1996. All references in these
financial statements to share amounts, net income per share, and
average common shares outstanding have been adjusted to reflect the
stock split.
(4) DEBT. At June 30, 1996, the Company had a $350 million revolving
credit agreement with a group of banks. Borrowing under this
agreement was $100 million. On June 5, 1996, the revolving credit
agreement was amended to extend the termination date from June 30,
1999, to June 30, 2001, and the aggregate of all commitments that can
be outstanding was increased from $225 million to $350 million. At
June 30, 1996, the Company had $24 million of short-term borrowings.
(5) TAXES. The estimated tax provision rate for the first six months of
1996 was 41.0% compared with a tax provision rate of 38.5% for the
same period in the prior year. The increase is primarily due to the
amortization of goodwill arising from certain acquisitions that is
not deductible for tax purposes.
(6) ACQUISITIONS. During the first six months of 1996, the Company
completed seven acquisitions which were accounted for under the
purchase method of accounting. Accordingly, the purchase prices were
allocated to the assets acquired and liabilities assumed based upon
their estimated fair values. The initial purchase price allocations
may be adjusted within one year of the date of purchase for changes
in estimates of the fair values of assets and liabilities. Such
adjustments are not expected to be significant to results of
operations or the financial position of the Company. The excess of
the purchase price over the estimated fair value of the net assets
acquired was recorded as goodwill and is being amortized over
40 years. The results of operations of the acquired businesses are
included in the Company's operations subsequent to the dates of
acquisition.
On February 5, 1996, the Company completed the acquisition of 100% of
the shares of Grand & Toy Limited (Grand & Toy) from Cara Operations
Limited (Toronto). The negotiated purchase price was approximately
C$140 million. In addition, the Company recorded liabilities of
approximately US$7.4 million, which are included in the recorded
purchase price of Grand & Toy, to modify activities such as
distribution, marketing, and other functions. Further adjustments to
the preliminary allocation of the purchase price may be made within
one year of the acquisition date. The acquisition was funded
primarily from borrowings under the Company's revolving credit
agreement. Grand & Toy owns and operates six office products
distribution centers and approximately 80 retail stores across
Canada.
On January 31, 1996, the Company acquired the assets of the contract
stationer business of Sierra Vista Office Products, Inc., based in
Albuquerque, New Mexico. On February 9, 1996, the Company acquired
the stock of the contract stationer businesses of Loring, Short &
Harmon, Inc., based in Portland, Maine, and McAuliffe's based in
Burlington, Vermont. On March 29, 1996, the Company acquired the
stock of the contract stationer and office furniture business of
Office Essentials based in Milwaukee, Wisconsin. On April 26, 1996,
the Company acquired the assets of the contract stationer business of
Crawford's Office Supplies based in Seattle, Washington. On May 31,
1996, the Company acquired the stock of the contract stationer
business of Zemlick Brothers, Inc., based in Kalamazoo, Michigan.
These acquisitions, including Grand & Toy, were purchased for
cash of $130.9 million, $1.6 million of the Company's common stock
issued to the sellers, and the recording of $19.3 million of
liabilities.
Unaudited pro forma results of operations, reflecting these
acquisitions, would have been as follows. If these businesses had
been acquired on January 1, 1996, sales for the first six months of
1996 would have increased to $956 million. There would have been no
change to net income and earnings per common share. If these
businesses had been acquired on January 1, 1995, the Company's sales
for the first six months of 1995 would have increased to
$744 million, net income would have decreased to $13 million, and
earnings per common share would have decreased to $.21. In the first
quarter of 1995, Grand & Toy recorded a restructuring charge.
Excluding the impact of this restructuring charge, pro forma net
income and earnings per share would have been essentially the same as
the historical amounts reported for the six months ended June 30,
1995. This unaudited pro forma financial information does not
necessarily represent the actual consolidated results of operations
that would have resulted if the acquisitions had occurred on the
dates assumed.
In the second quarter of 1996, the Company also started up office
products distribution centers in Las Vegas, Nevada, and Miami,
Florida. On July 1, 1996, the Company acquired the contract
stationer business of Pedersen Contact based in Melbourne, Australia.
At the time of announcement of this acquisition, annualized sales
were approximately US$49 million.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Second Quarter of 1996, Compared with Second Quarter of 1995
Results of Operations
Net sales in the second quarter of 1996 increased 51% to $460.8 million,
compared with $305.7 million in the second quarter of 1995. The growth in
sales resulted from increased national account business, continued growth
in direct marketing, product line extensions, and acquisitions. Excluding
the effect of acquisitions since March 31, 1995, sales increased 10% in the
second quarter of 1996 compared with sales in the second quarter of 1995.
Cost of goods sold, which includes the cost of merchandise sold and
delivery and occupancy costs, increased to $337.4 million in the second
quarter of 1996, which was 73.2% of net sales. This compares with
$230.1 million reported in the same period of the prior year, which
represented 75.3% of net sales. Gross profit as a percentage of net sales
was 26.8% and 24.7% for the second quarters of 1996 and 1995. The increase
in operating margins was due primarily to improved margins on office
papers.
Operating expense was 21.3% of net sales in the second quarter of 1996,
compared with 20.6% in the second quarter of 1995. Within the operating
expense category, selling and warehouse operating expense was 19.3% of net
sales in the second quarter of 1996, compared with 18.3% in the second
quarter of 1995. This increase was due in part to the Company's direct-
mail and international operations, which have both higher gross margins and
higher operating expenses. These operations represented a larger portion
of the Company's overall sales in the second quarter of 1996. Corporate
general and administrative expense declined to 1.7% of second quarter 1996
net sales from 2.1% of second quarter 1995 net sales.
As a result of the above factors, income from operations in the second
quarter of 1996 increased to $25.0 million compared to the Company's second
quarter 1995 operating income, which was $12.7 million. Net income in the
second quarter of 1996 increased 66% to $13.6 million, or 3.0% of net
sales, compared with $8.2 million, or 2.7% of net sales, in the same period
of the prior year.
Six Months Ended June 30, 1996, Compared with Six Months Ended
June 30, 1995
Net sales for the six months ended June 30, 1996, increased 51% to
$922.2 million, compared with $609.0 million a year ago. Same location
sales increased 14% year to year.
Cost of goods sold, which includes the cost of merchandise sold and
delivery and occupancy costs, increased to $676.0 million for the first six
months of 1996, which was 73.3% of net sales. This compares with
$461.5 million reported in the same period of the prior year, which
represented 75.8% of net sales. Gross profit as a percentage of net
sales was 26.7% and 24.2% for the first six months of 1996 and 1995.
The increase in margins was primarily the result of improved margins on
office papers.
Operating expense was 21.0% of net sales for the first six months of 1996,
compared with 20.1% in the same period of the prior year. This increase
was due in part to the Company's direct-mail and international operations,
which have both higher gross margins and higher operating expenses. These
operations represented a larger portion of the Company's overall sales in
1996. Within the operating expense category, selling and warehouse
operating expense was 19.1% of net sales in 1996, compared with 18.1% in
1995. Corporate general and administrative expense was 1.6% of net sales
for the first six months of 1996, compared with 1.8% in 1995.
As a result of the above factors, income from operations for 1996 increased
to $52.5 million, more than double the operating income of 1995, which was
$25.0 million. Net income increased 83% to $29.2 million, or 3.2% of net
sales, compared with $15.9 million, or 2.6% of net sales, in the same
period of the prior year.
Liquidity and Capital Resources
The Company's principal requirements for cash have been to fund working
capital needs, upgrade and expand its facilities at existing locations,
open new distribution centers, and make acquisitions. The funding of the
Company's strategy for growth, including acquisitions and the relocation of
several existing distribution centers into new and larger facilities, is
expected to require significant capital outlays by the Company over the
next several years.
To finance the Company's capital requirements, the Company expects to rely
upon funds from a combination of sources. The Company anticipates
continued cash flow from operations. In addition, the Company has a
$350 million revolving credit agreement that expires in 2001 and provides
for variable rates of interest based on customary indexes. The revolving
credit agreement is available for acquisitions and general corporate
purposes. It contains customary restrictive financial and other covenants,
including a negative pledge and covenants specifying a minimum net worth, a
minimum fixed charge coverage ratio, and a maximum leverage ratio. The
lending banks may terminate the revolving credit agreement and accelerate
the payment of any amounts borrowed thereunder in the event a Change of
Control (as defined) of the Company occurs. At June 30, 1996, $100 million
was outstanding under this agreement. At June 30, 1996, the Company had
$24 million of short-term borrowings.
In addition to available borrowing capacity under the terms of the
revolving credit agreement, the Company may, subject to the covenants
contained in the revolving credit agreement and to market conditions, raise
additional funds through other external debt or equity financing in the
future.
In April 1996, the Company filed a registration statement with the
Securities and Exchange Commission for additional shares of common stock.
As of June 30, 1996, the Company had 4,349,638 registered shares of common
stock to be offered from time to time in connection with acquisitions.
Net cash provided by operations for the first six months of 1996 was
$26.5 million. This was the result of $42.9 million of net income,
depreciation and amortization, and other noncash items offset by a
$16.4 million increase in working capital. Net cash used for investment in
the first six months of 1996 was $156.4 million, which included
$20.0 million of expenditures for property and equipment and $130.9 million
for acquisitions. Net cash provided by financing was $124.9 million for
the first six months of 1996, resulting primarily from borrowings made by
the Company to fund acquisitions.
Net cash provided by operations in the first six months of 1995 was
$18.7 million. This was the result of $22.7 million of net income,
depreciation and amortization, and other noncash items offset by a
$4.0 million increase in working capital. Net cash used for investment in
the first six months of 1995 was $17.6 million, which included $9.5 million
of expenditures for property and equipment and $9.3 million for
acquisitions. Net cash provided by financing was $44.0 million for the
first six months of 1995, which included $123.1 million from the sale of
stock, offset by $78.5 million of net equity transactions with Boise
Cascade Corporation.
Interest expense for the second quarter of 1996 was $1.9 million compared
with $304,000 in the second quarter of 1995. Interest expense for the
first six months of 1996 was $3.2 million compared with $304,000 in the
same period last year.
Business Cycles
The Company is a major distributor of office products, including various
office papers. In the second quarter of 1996, operating margins declined,
compared with the first quarter of 1996, because operating expenses
increased while declining sales prices for office papers held overall sales
flat. Operating expenses as a percent of sales would have been about the
same as in the first quarter of 1996 if paper prices had not decreased from
their first-quarter levels. It is uncertain to what extent or when paper
prices might significantly rise or fall and what favorable or adverse
impact those changes might have on the Company's sales and margins.
The Company's multifaceted growth strategy, including its acquisition
program, has been very successful in recent quarters. The Company believes
that this growth strategy will continue to be successful, but the year-to-
year and quarter-to-quarter results of this strategy will depend in part on
market conditions outside the Company's control. In addition, the pace of
the Company's acquisition program will reflect the extent of economically
acceptable opportunities available to the Company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the Company's annual report on Form 10-K for the year
ended December 31, 1995, for information concerning legal proceedings.
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
The Company held its annual shareholders meeting on April 23, 1996. A
total of 31,157,763 shares of common stock (before the effect of the
Company's two-for-one split of its common stock) were outstanding and
entitled to vote at the meeting. Of the total outstanding, 30,739,861
shares were represented at the meeting and 417,902 shares were not voted.
Shareholders cast votes for the election of the following directors whose
terms expire in 1999:
In Favor Withheld
Theodore Crumley 30,737,009 2,852
A. William Reynolds 30,736,155 3,706
Continuing in office are John B. Carley and George J. Harad, whose terms
expire in 1998, and James G. Connelly III and Peter G. Danis Jr. whose
terms expire in 1997.
The shareholders also ratified the appointment of Arthur Andersen LLP, as
the Company's independent auditors for the year 1996 with votes cast
30,703,687 for, 5,182 against, and 30,992 abstained.
The shareholders approved the Key Executive Stock Option Plan (KESOP) with
votes cast 30,634,612 for, 66,556 against, and 37,510 abstained.
The shareholders approved the Key Executive Performance Plan (KEPP) with
votes cast 30,427,717 for, 34,581 against, and 8,120 abstained. The KEPP
is a variable incentive compensation program for the Company's executive
officers and other key executives.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
A list of the exhibits required to be filed as part of this
report is set forth in the Index to Exhibits, which immediately
precedes such exhibits and is incorporated herein by this
reference.
(b) On June 10, 1996, the Company filed a Form 8-K with the
Securities and Exchange Commission to report that the Company
amended its Boise Cascade Office Products Corporation Credit
Agreement. As amended and restated, the Company may borrow up
to $350 million under this credit facility, which expires in
2001.
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.
BOISE CASCADE
OFFICE PRODUCTS CORPORATION
As Duly Authorized Officer and
Chief Accounting Officer: /s/Darrell R. Elfeldt
Darrell R. Elfeldt
Vice President and Controller
Date: August 9, 1996
BOISE CASCADE OFFICE PRODUCTS CORPORATION
INDEX TO EXHIBITS
Filed With the Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 1996
Number Description Page Number
10.1 Key Executive Stock Option Plan, as amended
through April 23, 1996
10.2 Director Stock Option Plan, as amended through
April 23, 1996
27 Financial Data Schedule