UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 March 31, 1997
or
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1994
For the transition period from _______ to ________
Commission file number 0-23970
NETWORK PERIPHERALS INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0216135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1371 McCarthy Boulevard
Milpitas, California 95035
(Address, including zip code, of principal executive offices)
(408) 321-7300
(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
--- ---
The number of shares of the Registrant's Common Stock, $0.001 par value,
outstanding as of April 30, 1997 was 12,101,891.
This quarterly report on Form 10-Q consists of 14 pages of which this is page 1.
The Exhibit Index is on page 14.
NETWORK PERIPHERALS INC.
INDEX TO FORM 10-Q
For the quarter ended
March 31, 1997
PART I. FINANCIAL INFORMATION
Item Page
1. Financial Statements (unaudited): -----
a. Consolidated Balance Sheets -- March 31, 1997
and December 31, 1996. 3
b. Consolidated Statements of Operations -- Three
Months Ended March 31, 1997 and 1996 4
c. Consolidated Statements of Cash Flows -- Three
Months Ended March 31, 1997 and 1996. 5
d. Notes to Consolidated Financial Statements 6-7
2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8-10
PART II. OTHER INFORMATION
6. Exhibits and Reports on Form 8-K 11-12
Signatures 13
Index to Exhibits 14
2
NETWORK PERIPHERALS INC.
CONSOLIDATED BALANCE SHEETS - Unaudited
(in thousands, except share and per share data)
March 31, December 31,
1997 1996
-------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 18,578 $ 23,523
Short-term investments 24,664 22,350
Accounts receivable, net of allowance for doubtful
accounts and returns of $1,220 and $1,154, respectively 8,166 8,359
Inventories 8,552 8,228
Deferred income taxes 2,245 2,271
Prepaid expenses and other current assets 1,995 1,843
-------- --------
Total current assets 64,200 66,574
Property and equipment, net 3,496 3,575
Deferred income taxes and other assets 714 443
Goodwill 738 842
-------- --------
$ 69,148 $ 71,434
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,433 $ 2,736
Accrued liabilities 7,315 8,841
-------- --------
Total current liabilities 9,748 11,577
-------- --------
Stockholders' equity :
Preferred Stock, $0.001 par value, 2,000,000 shares
authorized; no shares issued or outstanding -- --
Common Stock, $0.001 par value, 20,000,000
shares authorized; 12,101,891 and 11,954,000, respectively
shares issued and outstanding 12 12
Additional paid-in capital 62,911 62,614
Accumulated deficit (3,523) (2,769)
-------- --------
Total stockholders' equity 59,400 59,857
-------- --------
$ 69,148 $ 71,434
======== ========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
3
NETWORK PERIPHERALS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS - Unaudited
(in thousands except per share data)
Three Months Ended
March 31,
----------------------
1997 1996
-------- --------
Net sales $ 12,005 $ 10,128
Cost of sales 6,069 6,198
-------- --------
Gross profit 5,936 3,930
-------- --------
Operating expenses:
Research and development 2,385 1,612
Marketing and selling 3,853 2,045
General and administrative 1,270 591
Acquired research and development in
process and product integration costs -- 13,732
-------- --------
Total operating expenses 7,508 17,980
-------- --------
Loss from operations (1,572) (14,050)
Interest income 414 555
-------- --------
Loss before income taxes (1,158) (13,495)
Benefit from income taxes (404) (162)
-------- --------
Net loss $ (754) $(13,333)
======== ========
Net loss per share $ (0.06) $ (1.17)
======== ========
Weighted average common shares 12,074 11,348
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
4
NETWORK PERIPHERALS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - Unaudited
Increase (decrease) in cash and Cash Equivalents
Three Months Ended
March 31,
-----------------------------
1997 1996
-------- --------
Cash flows from operating activities:
Net loss $ (754) $(13,333)
Adjustments to reconcile net loss to
net cash from operating activities:
Depreciation and amortization 619 272
Amortization of goodwill 104 --
Acquired research and development in process -- 13,032
Changes in assets and liabilities (net of effect of
NuCom acquisition in 1996)
Accounts receivable 193 (353)
Inventories (324) (846)
Prepaid expenses and other assets (397) 2,410
Accounts payable (303) 463
Accrued liabilities (410) 1,254
-------- --------
Net cash provided by (used in) operating activities (1,272) 2,899
-------- --------
Cash flows from investing activities:
Cash paid for Nucom acquisition -- (11,758)
Holdback amount from acquisition (1,116) 1,116
Purchases of short-term investments (2,314) (11,733)
Purchases of property and equipment, net of disposals (540) (252)
-------- --------
Net cash used in investing activities (3,970) (22,627)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of Common Stock 241 46
Repayment of stockholders' notes receivable -- 4
-------- --------
Net cash provided by financing activities 241 50
-------- --------
Foreign currency translation 56 --
-------- --------
Net decrease in cash and cash equivalents (4,945) (19,678)
Cash and cash equivalents at beginning of period 23,523 27,210
-------- --------
Cash and cash equivalents at end of period $ 18,578 $ 7,532
======== ========
Supplemental disclosure of cash flow information:
Income taxes paid $ -- $ 113
======== ========
Supplemental disclosure of noncash investing activity:
Common Stock used for purchase of Nucom $ -- $ 5,342
======== ========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not contain all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of the
Company's financial condition as of March 31, 1997 and December 31, 1996, the
results of its operations and its cash flows for the three month periods ended
March 31, 1997 and 1996. These financial statements should be read in
conjunction with the audited financial statements of the Company as of December
31, 1996 and 1995 and for each of the three years in the period ended December
31, 1996, including notes thereto, included in the Company's Annual Report on
Form 10-K (Commission File No. 0-23970).
Operating results for the three month period ended March 31, 1997 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1997 or for any other future period.
2. NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of
common shares outstanding during the periods. Common stock equivalents have been
excluded from the calculation of weighted average shares as a result of the
operating losses in the three months ended March 31, 1996 and 1997.
3. INVENTORIES
The components of inventory consist of the following (in thousands):
March 31, December 31,
1997 1996
------ ------
Raw materials $4,252 $4,685
Work-in-process 2,749 2,600
Finished goods 1,551 943
------ ------
$8,552 $8,228
====== ======
6
NETWORK PERIPHERALS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Cont.
4. PROPERTY AND EQUIPMENT
Property and equipment consist of the following (in thousands):
March 31, December 31,
1997 1996
------- -------
Computer and test equipment $ 7,388 $ 7,271
Furniture and fixtures 991 817
Leasehold improvements 350 356
------- -------
8,729 8,444
Less: accumulated depreciation (5,233) (4,869)
------- -------
$ 3,496 $ 3,575
======= =======
5. SUBSEQUENT EVENT
Effective April 29, 1997, the Company acquired NetVision Corporation, a
privately held company engaged in the development of very high bandwidth LAN
switching and Gigabit Ethernet technologies. The transaction will be accounted
for using the purchase method with an estimated cost of $6 million, including
payments to NetVision stockholders and the assumption of certain liabilities and
transaction expenses. The Company expects to allocate the majority of the
acquisition costs to in-process research and development, which will result in a
one-time charge to earnings in the quarter ending June 30, 1997.
7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The forward-looking statements included in the succeeding paragraphs
are made in reliance upon the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. The future events described in such statements
involve risks and uncertainties, including:
o the timely development and market acceptance of new products;
o the market demand by customers for the Company's existing products,
including demand by OEM customers for custom products, and the distribution
channels through which such demand is satisfied;
o competitive actions, including pricing actions and the introduction of new
competitive products, that may affect the volume of sales of the Company's
products;
o uninterrupted supply of key components, including semiconductor devices and
other materials, some of which are sourced from a single supplier;
o the cost of materials and components;
o the ability of the Company to recruit, train and retain key personnel,
including engineers and other technical professionals;
o the development of new technologies rendering existing technologies and
products obsolete; and
o general market conditions.
In evaluating these forward-looking statements, consideration should also be
given to the Business Risks discussed below in this interim report.
Net Sales
Net sales for the three months ended March 31, 1997 were $12.0 million,
compared to $10.1 million for the three months ended March 31, 1996. This
increase was primarily attributable to higher shipments of Fast Ethernet LAN
switching products which increased to $3.4 million in the quarter ended March
31, 1997 from $279,000 in the comparable quarter in 1996, offset in part by
decreases in FDDI shipments. Sales into the distribution channel increased to
$4.1 million, representing 34% of net sales, in the first quarter of 1997 from
$2.3 million, representing 23% of net sales, in the comparable quarter in 1996.
This increase reflected the Company's penetration into the international
distribution markets, particularly in Europe and Asia, where sales increased to
$2.2 million for the first quarter in 1997 from $805,000 in the comparable
quarter in 1996. Sales to OEM customers were $7.9 million for the first quarters
in both 1997 and 1996.
Gross Profit/Margin
Gross margin for the three months ended March 31, 1997 was 49.4%
compared to 38.8% for the three months ended March 31, 1996. The increase was
attributed to an unusually low gross margin in the first quarter of 1996, when
nonrecurring charges associated with start-up costs for Fast Ethernet products,
expediting costs to deliver OEM products, and inventory valuation adjustments
associated with excess inventory for FDDI products were incurred. The gross
margin for the first quarter of 1997 reflected price reductions in several of
the Company's Fast Ethernet products offset in part by lower material and
production costs. Changes in the product mix and the channel mix, variables in
the development, introduction and marketing of a new product line, fluctuations
in the cost of materials and components, as well as market and competitive
factors, may have an adverse impact on the future gross margin.
Research and Development In-Process
For quarter ended March 31, 1996 the Company incurred a one-time charge
of $13.7 million for in-process research and development costs and product
integration costs related to the acquisition of NuCom Systems Inc. (NuCom).
Research and Development
Research and development expenses for the three months ended March 31,
1997 were $2.4 million, or 19.9% of net sales, compared to $1.6 million, or
15.9% of net sales, for the corresponding period in 1996. The expenses in the
1997 and 1996 periods were net of contract funding of $49,000 and $150,000,
respectively. The increase in expenditures reflected the addition of staff,
facilities and
8
equipment resulting from the acquisition of NuCom, as well as costs for the
development of new technologies and the enhancement of existing technologies,
including FDDI and Fast Ethernet. The Company believes it is essential to
continue this level of investment in research and development and expects the
dollar level of spending to increase in the future periods of 1997.
Marketing and Selling
Marketing and selling expenses for the three months ended March 31,
1997 were $3.8 million, or 32.1% of net sales, compared to $2.0 million, or
20.2% of net sales, for the corresponding period in 1996. The increase in
expenditures reflected the addition of staff, facilities and equipment resulting
from the acquisition of NuCom. Additionally, the Company incurred expenses
pursuing its marketing strategy to penetrate the global markets, including Asia
and Europe, and to establish brand name recognition. The cost of implementing
this strategy includes the addition of sales staff and related overhead costs,
and the cost of advertising and promotional campaigns, and trade shows. The
Company expects the dollar level of marketing and selling expense to increase in
future periods of 1997 to support new products, to secure additional
distributors and VAR's, and continue its expansion into international markets.
General and administrative
General and administrative expenses for the three months ended March
31, 1997 were $1.3 million, or 10.6% of net sales, compared to $591,000, or 5.8%
of net sales, in the corresponding period in 1996. The increase in expenditures
reflected the addition of staff, facilities and equipment resulting from the
acquisition of NuCom. Additionally, to enhance the Company's information system
infrastructure to support future growth, the Company incurred costs associated
with increased staffing and overhead. The Company expects the dollar level of
general and administrative expenses to increase slightly in the future periods
of 1997.
Interest Income
Interest income for the three months ended March 31, 1997 was $414,000,
compared to $555,000 in the corresponding period in 1996. The decrease was the
result of reduced level of invested funds as a result of the acquisition of
NuCom.
Income Taxes
The Company recorded a tax benefit, using an effective tax rate of 35%
for the three months ended March 31, 1997 and 1996. The rate is less than the
statutory rate of 40% due principally to the effects of tax exempt interest and
tax credits available to the Company.
Liquidity and Capital Resources
The use of cash in operating activities for the three months ended
March 31, 1997, in the amount of $1.3 million, is primarily attributable to the
net loss, an increase in inventories, prepaid expenses and other assets, and a
decrease in current liabilities, offset by a decrease in accounts receivable.
The decrease in current liabilities is due primarily to the first of three
annual bonus payments to NuCom employees associated with the acquisition of
NuCom.
The Company used $4.0 million of cash in the three months ended March
31, 1997 for the purchase of short-term investments, the payment of the funds
withheld in the acquisition of NuCom, and the purchase of computer equipment.
Cash provided by financing activities for the three months ended March
31, 1997 was $241,000 and resulted from the exercise of stock options.
At March 31, 1997, the Company's principal sources of liquidity were
its cash, cash equivalents and short-term investments of $43.2 million. As of
March 31, 1997, there were no borrowings outstanding under the Company's $10
million bank line of credit, which is currently under evaluation by the bank.
The Company believes that its balance of cash, cash equivalents and
9
short-term investments will be sufficient to meet the Company's capital and
operating requirements for the foreseeable future.
Acquisition
Effective April 29, 1997, the Company acquired NetVision Corporation.
Refer to Note 5 of Notes to Consolidated Financial Statements.
Business Risks
In addition to the factors addressed in the preceding sections, certain
characteristics and dynamics of the Company's markets, technologies and
operations create risks to the Company's long-term success and to predictable
quarterly results. These risks will also affect the Company's ability to achieve
the results anticipated by the forward-looking statements contained in this
interim report. The Company's quarterly results have in the past varied, and are
expected in the future to vary significantly as a result of factors such as the
timing and shipment of significant orders, new product introductions or
technological advances by the Company and its competitors, market acceptance of
new or enhanced versions of the Company's products, changes in pricing policies
by the Company and its competitors, the mix of distribution channels through
which the Company's products are sold, the mix of products sold, the accuracy of
resellers' forecast of end-user demand, the ability of the Company to obtain
sufficient supplies of sole or limited source components for the Company's
products and general economic conditions. In response to competitive pressures
or new product introductions, the Company may take certain pricing or marketing
actions that could materially and adversely affect the Company's operating
results. In the event of a reduction in the prices of its products, the Company
has committed to providing retroactive price adjustments on inventories held by
its distributors, which could have the effect of reducing margins and operating
results. In addition, changes in the mix of products sold and the mix of
distribution channels through which the Company's products are sold may cause
fluctuations in the Company's gross margins. The Company's expense levels are
based, in part, on its expectations of its future revenue and, as a result, net
income would be disproportionately affected by a reduction in revenue. The
absence of significant Company experience with new products limits the Company's
ability to plan for production, market demand and sales and may adversely affect
operating results if the Company misallocates resources to a new product. Due to
the potential quarterly fluctuation in operating results, the Company believes
that quarter-to-quarter comparisons of its results of operations are not
necessarily meaningful and should not be relied upon as indicators of future
performance.
The markets for the Company's products are characterized by rapidly
changing technology, evolving industry standards, frequent new product
introductions and short product life cycles. These changes can adversely affect
the business and operating results of industry participants. The Company's
success will depend upon its ability to enhance its existing products and to
develop and introduce, on a timely and cost-effective basis, new products that
keep pace with technological developments and emerging industry standards and
address increasingly sophisticated customer requirements. The inability to
develop and manufacture new products in a timely manner, the existence of
reliability, quality or availability problems in the products or their component
parts, the failure to obtain reliable subcontractors for volume production and
testing of mature products, or the failure to achieve market acceptance would
have a material adverse effect on the Company's business and operating results.
The markets in which the Company competes are also characterized by
intense competition. Several of the Company's competitors have significantly
broader product offerings and greater financial, technical, marketing and other
resources and finished installed bases than the Company. These larger
competitors may also be able to obtain higher priority for their products from
distributors and other resellers that carry products of many companies. These
competitive pressures could adversely affect the Company's business and
operating results.
10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1(1) Amended and Restated Certificate of Incorporation.
3.2(1) By-Laws.
4.1(1) Fourth Amended and Restated Investor Rights Agreement
dated July 15, 1993.
10.1(1)* Form of Indemnity Agreement for directors and
officers.
10.2(1)* Amended and Restated 1993 Stock Option Plan and forms
of agreement thereunder.
10.3(1)* 1994 Employee Stock Purchase Plan.
10.4(1)* 1994 Outside Directors Stock Option Plan and form of
agreement thereunder.
10.6(1) Business Loan Agreement, and collateral agreements,
with Silicon Valley Bank dated August 9, 1991, as
amended May 5, 1992, April 15, 1993, February 1, 1994
and April 4, 1994 and Warrant dated August 10, 1991.
10.9(1) Facilities Lease dated August 8, 1991 with John
Arrillaga, Trustee, or his Trustee, or his Successor
Trustee UTA dated 7/20/77, as amended, and Richard T.
Peery, Trustee, or his Successor Trustee UTA dated
7/20/77, as amended.
10.12(1)(2) OEM Purchase Agreement with Network General
Corporation dated March 4, 1991.
10.13(1)(2) Authorized Distributor Agreement with Westcon, Inc.
dated March 4, 1993.
10.14(3) Amendment No. 1 to Facilities Lease dated June 1, 1994
with John Arrillaga, Trustee, or his Successor Trustee
UTA dated 7/20/77, as amended, and Richard T. Peery,
Trustee, or his Successor Trustee UTA dated 7/20/77,
as amended.
10.15(3) Facilities Lease dated June 1, 1994 with John
Arrillaga, Trustee, or his Successor Trustee UTA dated
7/20/77, as amended, and Richard T. Peery, Trustee, or
his Successor Trustee UTA dated 7/20/77, as amended.
10.16(4) Salary continuation agreement dated as of March 22,
1995 with Pauline Lo Alker.
10.18(5) Purchase Agreement among Network Peripherals Inc.,
Network Peripherals, Ltd., NuCom Systems, Inc., and
the shareholders of NuCom, dated January 31, 1996.
10.19(6) Salary continuation agreement dated as of May 1996
with Truman Cole.
11
10.20(6) Salary continuation agreement dated as of May 1996
with Don Morrison.
10.21 Employment agreement dated January 1997 with Truman
Cole
10.22 Line of Credit Agreement with Sumitomo Bank dated
October 2, 10.22 1996
10.23 Agreement with Glenn Peniston dated May 15, 1996
27 Financial Data Schedule
(b) Reports on Form 8-K -- None
(1) Incorporated by reference to the corresponding Exhibit
previously filed as an Exhibit to the Registrant's
Registration Statement on Form S-1. (File No.
33-78350)
(2) Confidential treatment has been granted as to part of
this Exhibit.
(3) Incorporated by reference to the corresponding Exhibit
previously filed as an Exhibit to the Registrant's
Quarterly Report on Form 10-Q for the period ended
June 30, 1994 (File No. 0-23970).
(4) Incorporated by reference to the corresponding exhibit
in the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 (File No. 0-23970)
(5) Incorporated by reference to the Registrants report on
Form 8-K filed on March 31, 1996 (File No. 0-23970)
(6) Incorporated by reference to the corresponding exhibit
in the Registrant's Quarterly Report on Form 10-Q for
the period ended June 30, 1996.
12
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.
NETWORK PERIPHERALS INC.
Date: May 14, 1997 By: \s\ ROBERT HERSH
-----------------
Robert Hersh
Vice President, Finance
Chief Financial Officer
(Principal Financial and
Accounting Officer)
13
INDEX TO EXHIBITS
Exhibit
Number Description of Document
3.1(1) Amended and Restated Certificate of Incorporation.
3.2(1) By-Laws.
4.1(1) Fourth Amended and Restated Investor Rights Agreement dated
July 15, 1993.
10.1(1)* Form of Indemnity Agreement for directors and officers.
10.2(1)* Amended and Restated 1993 Stock Option Plan and forms of
agreement thereunder.
10.3(1)* 1994 Employee Stock Purchase Plan.
10.4(1)* 1994 Outside Directors Stock Option Plan and form of agreement
thereunder.
10.6(1) Business Loan Agreement, and collateral agreements, with
Silicon Valley Bank dated August 9, 1991, as amended May 5,
1992, April 15, 1993, February 1, 1994 and April 4, 1994 and
Warrant dated August 10, 1991.
10.9(1) Facilities Lease dated August 8, 1991 with John Arrillaga,
Trustee, or his Trustee, or his Successor Trustee UTA dated
7/20/77, as amended, and Richard T. Peery, Trustee, or his
Successor Trustee UTA dated 7/20/77, as amended.
10.12(1)(2) OEM Purchase Agreement with Network General Corporation dated
March 4, 1991.
10.13(1)(2) Authorized Distributor Agreement with Westcon, Inc. dated March
4, 1993.
10.14(3) Amendment No. 1 to Facilities Lease dated June 1, 1994 with
John Arrillaga, Trustee, or his Successor Trustee UTA dated
7/20/77, as amended, and Richard T. Peery, Trustee, or his
Successor Trustee UTA dated 7/20/77, as amended.
10.15(3) Facilities Lease dated June 1, 1994 with John Arrillaga,
Trustee, or his Successor Trustee UTA dated 7/20/77, as
amended, and Richard T. Peery, Trustee, or his Successor
Trustee UTA dated 7/20/77, as amended.
10.16(4) Salary continuation agreement dated as of March 22, 1995 with
Pauline Lo Alker.
10.18(5) Purchase Agreement among Network Peripherals Inc., Network
Peripherals, Ltd., NuCom Systems, Inc., and the shareholders of
NuCom, dated January 31, 1996.
10.19(6) Salary continuation agreement dated as of May 1996 with Truman
Cole.
10.20(6) Salary continuation agreement dated as of May 1996 with Don
Morrison.
10.21 Employment agreement dated January 1997 with Truman Cole
10.22 Line of Credit Agreement with Sumitomo Bank dated October 2,
1996
10.23 Agreement with Glenn Peniston dated May 15, 1996
27 Financial Data Schedule
(1) Incorporated by reference to the corresponding Exhibit
previously filed as an Exhibit to the Registrant's
Registration Statement on Form S-1. (File No. 33-78350).
(2) Confidential treatment has been granted as to part of this
Exhibit.
(3) Incorporated by reference to the corresponding Exhibit
previously filed as an Exhibit to the Registrant's
Quarterly Report on Form 10-Q for the period ended June
30, 1994 (File No. 0-23970).
(4) Incorporated by reference to the corresponding exhibit in
the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-23970).
(5) Incorporated by reference to the Registrants report on
Form 8-K filed on March 31, 1996 (File No. 0-23970).
(6) Incorporated by reference to the corresponding exhibit in
the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1996.
14