SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 1994 -------------- 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 1-8344 ------ THE LIMITED, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 31-1029810 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Three Limited Parkway, P.O. Box 16000, Columbus, OH 43230 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (614) 479-7000 ------------------------------ 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. Class Outstanding at May 27, 1994 - ------------------------------- --------------------------- Common Stock, $.50 Par Value 358,027,713 Shares THE LIMITED, INC. TABLE OF CONTENTS Page No. -------- Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Income Thirteen Weeks Ended April 30, 1994 and May 1, 1993............................... 3 Consolidated Balance Sheets April 30, 1994 and January 29, 1994.......................... 4 Consolidated Statements of Cash Flows Thirteen Weeks Ended April 30, 1994 and May 1, 1993............................... 5 Notes to Consolidated Financial Statements....................... 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition............ 10 Part II Other Information Item 4. Submission of Matters to a Vote of Security Holders.................................................. 15 Item 6. Exhibits and Reports on Form 8-K.......................... 15 PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS THE LIMITED, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Thousands except per share amounts) (Unaudited) Thirteen Weeks Ended ----------------------- April 30, May 1, 1994 1993 ---------- ---------- NET SALES $1,481,628 $1,518,561 Cost of Goods Sold, Occupancy and Buying Costs 1,096,697 1,137,834 ---------- ---------- GROSS INCOME 384,931 380,727 General, Administrative and Store Operating Expenses 293,761 295,238 ---------- ---------- OPERATING INCOME 91,170 85,489 Interest Expense (14,670) (14,988) Other Income, net 2,776 1,724 ---------- ---------- INCOME BEFORE INCOME TAXES 79,276 72,225 Provision for Income Taxes 32,000 28,000 ---------- ---------- NET INCOME $ 47,276 $ 44,225 ========== ========== NET INCOME PER SHARE $.13 $.12 ========== ========== DIVIDENDS PER SHARE $.09 $.09 ========== ========== WEIGHTED AVERAGE SHARES OUTSTANDING 358,563 364,054 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. 3 THE LIMITED, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Thousands) April 30, January 29, ASSETS 1994 1994 ------ --------- ----------- (Unaudited) CURRENT ASSETS: Cash and Equivalents $ 159,115 $ 320,558 Accounts Receivable 1,066,876 1,056,911 Inventories 803,437 733,700 Other 106,433 109,456 ---------- ---------- TOTAL CURRENT ASSETS 2,135,861 2,220,625 PROPERTY AND EQUIPMENT, NET 1,668,066 1,666,588 OTHER ASSETS 245,739 247,892 ---------- ---------- TOTAL ASSETS $4,049,666 $4,135,105 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts Payable $ 235,376 $ 250,363 Accrued Expenses 333,755 347,892 Certificates of Deposit 17,100 15,700 Income Taxes 27,657 93,489 ---------- ---------- TOTAL CURRENT LIABILITIES 613,888 707,444 LONG-TERM DEBT 650,000 650,000 DEFERRED INCOME TAXES 265,566 275,101 OTHER LONG-TERM LIABILITIES 60,990 61,267 SHAREHOLDERS' EQUITY: Common Stock 189,727 189,727 Paid-in Capital 129,638 128,906 Retained Earnings 2,412,179 2,397,112 ---------- ---------- 2,731,544 2,715,745 Less Treasury Stock, at cost (272,322) (274,452) ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 2,459,222 2,441,293 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $4,049,666 $4,135,105 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. 4 THE LIMITED, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands) (Unaudited) Thirteen Weeks Ended -------------------- April 30, May 1, 1994 1993 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 47,276 $ 44,225 Impact of other operating activities on cash flows: Depreciation and amortization 67,978 68,468 Changes in assets and liabilities: Accounts receivable (9,965) (5,139) Inventory (69,737) (70,304) Accounts payable and accrued expenses (29,124) 23,313 Income taxes (65,832) (77,794) Other assets and liabilities (5,987) (15,727) --------- --------- NET CASH USED FOR OPERATING ACTIVITIES (65,391) (32,958) --------- --------- CASH USED FOR INVESTING ACTIVITIES Capital expenditures (68,105) (56,540) --------- --------- FINANCING ACTIVITIES: Net proceeds (repayments) of commercial paper borrowings and certificates of deposits 1,400 (110,509) Proceeds from issuance of unsecured notes - 250,000 Dividends paid (32,209) (32,643) Stock options and other 2,862 1,946 --------- --------- NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES (27,947) 108,794 --------- --------- NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS (161,443) 19,296 Cash and equivalents, beginning of year 320,558 41,235 --------- --------- CASH AND EQUIVALENTS, END OF PERIOD $ 159,115 $ 60,531 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. 5 THE LIMITED, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The consolidated financial statements include the accounts of The Limited, Inc. (the "Company") and all significant subsidiaries which are more than 50 percent owned and controlled. All significant intercompany balances and transactions have been eliminated in consolidation. Investments in other entities (including joint ventures) which are more than 20 percent owned are accounted for on the equity method. The consolidated financial statements as of and for the periods ended April 30, 1994 and May 1, 1993 are unaudited and are presented pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the consolidated financial statements should be read in conjunction with the financial statement disclosures contained in the Company's 1993 Annual Report. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position and results of operations and cash flows for the interim periods, but are not necessarily indicative of the results of operations for a full fiscal year. The consolidated financial statements as of and for the thirteen week periods ended April 30, 1994 and May 1, 1993 included herein have been reviewed by the independent accounting firm of Coopers & Lybrand and the report of such firm follows the notes to consolidated financial statements. 2. INVENTORIES The fiscal year of the Company and its subsidiaries is comprised of two principal selling seasons: Spring (the first and second quarters) and Fall (the third and fourth quarters). Valuation of finished goods inventories is based principally upon the lower of average cost or market determined on a first-in, first-out basis utilizing the retail method. Inventory valuation at the end of the first and third quarters reflects adjustments for inventory markdowns and shrinkage estimates for the total selling season. 3. INCOME TAXES The provision for income taxes is based on the current estimate of the annual effective tax rate. Income taxes paid during the first quarter of 1994 and 1993 approximated $98.2 million and $106.3 million. The Internal Revenue Service has issued a notice of deficiency to the Company for additional taxes and interest for 1989 and 1990. The IRS notice was based primarily on the treatment of transactions involving the Company's foreign operations and construction allowances. The Company strongly disagrees with the IRS position and intends to vigorously contest the matter. This matter will not have a material adverse effect on the Company's results of operations or financial condition. 6 4. FINANCING ARRANGEMENTS Long-term debt consisted of ($000): April 30, January 29, 1994 1994 --------- ----------- 7 1/2% Debentures due March, 2023 $250,000 $250,000 7.80% Notes due May, 2002 150,000 150,000 9 1/8% Notes due February, 2001 150,000 150,000 8 7/8% Notes due August, 1999 100,000 100,000 -------- -------- $650,000 $650,000 ======== ======== Effective April 28, 1994, the Company amended its two revolving credit agreements (the "Agreements") totaling $840 million. One Agreement provides the Company available borrowings of up to $490 million. The other Agreement provides World Financial Network National Bank, a wholly-owned consolidated subsidiary, available borrowings of up to $350 million. Borrowings outstanding under the Agreements are due December 4, 1996. However, the revolving terms of each of the Agreements may be extended an additional two years upon notification by the Company at least 60 days prior to December 4, 1996, subject to the approval of the lending banks. Both Agreements have similar borrowing options, including interest rates which are based on either the lender's "Base Rate", as defined, LIBOR, CD based options or at a rate submitted under a bidding process. Aggregate commitment and facility fees for the Agreements approximate 0.11% of the total commitment. The Agreements place restrictions on the amount of the Company's working capital, debt and net worth. No amounts were outstanding under the Agreements at April 30, 1994. The Agreements support the Company's commercial paper program which funds working capital and other general corporate requirements. No commercial paper was outstanding at April 30, 1994. Under the Company's shelf registration statement, up to $250 million of debt securities and warrants to purchase debt securities may be issued. All long-term debt outstanding at April 30, 1994 and January 29, 1994 is unsecured. Interest paid during the first quarter of 1994 and 1993 approximated $18.6 million and $10.8 million. 7 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of ($000): April 30, January 29, 1994 1994 --------- ----------- Property and equipment, at cost $ 2,675,885 $2,638,197 Accumulated depreciation and amortization (1,007,819) (971,609) ----------- ---------- Property and equipment, net $ 1,668,066 $1,666,588 =========== ========== 6. SPECIAL AND NONRECURRING ITEMS During the third quarter of 1993, the Company approved a plan which includes the following components: the sale of a 60% interest in the Brylane mail order business; the acceleration of store remodeling, downsizing and closing program at the Limited Stores and Lerner divisions; and the refocusing of the merchandise strategy at the Henri Bendel division. The remodeling, downsizing and closing program includes approximately 360 Limited and Lerner stores and is expected to be completed by the end of 1995. The Company had closed approximately 80 of these stores and remodeled approximately 60 of these stores as of April 30, 1994. The net impact of the plan is anticipated to be immaterial to future operations. 8 [LETTERHEAD OF COOPERS & LYBRAND APPEARS HERE] Securities and Exchange Commission 450 5th Street, N.W. Judiciary Plaza Washington, D.C. 20549 We are aware that our report dated June 3, 1994, on our review of the interim consolidated financial information of The Limited, Inc. and Subsidiaries for the thirteen-week period ended April 30, 1994 and included in this Form 10-Q is incorporated by reference in the Company's registration statements on Form S-8, Registration Nos. 33-18533, 33-25005, 2-92277, 33-24829, 33-24507, 33- 24828, 2-95788, 2-88919, 33-24518, 33-6965, 33-14049, 33-22844, 33-44041, 33- 49871, and the registration statements on Form S-3, Registration Nos. 33- 20788, 33-31540, 33-43832, and 33-53366. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of that Act. COOPERS & LYBRAND Columbus, Ohio June 8, 1994 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Net sales for the first quarter of 1994 grew to $1.482 billion, an increase of 6% from $1.403 billion a year ago (excluding Brylane sales). Net income of $47.3 million increased 7% from last year's $44.2 million, and earnings per share were $0.13 versus $0.12 last year. This increase was largely due to store-for-store sales gains of 18% at the non-women's apparel businesses. Divisional highlights include the following: Victoria's Secret Stores turned in an excellent quarter and produced a significant increase in operating income. Victoria's Secret Catalogue produced the highest first quarter operating income dollars in their history. Structure had their best first quarter ever in terms of sales, operating income and operating income as a percentage of sales. Bath & Body Works had record profitability in the first quarter, and the Company's largest increase in comparable store sales and operating income rate. The women's apparel businesses (Express, Lerner, Limited Stores, Lane Bryant and Henri Bendel) were considerably less price promotional this quarter than in the past. Management believes that, as a consequence, the women's apparel businesses (other than Lane Bryant) produced lower sales than last year. 10 Financial Summary - ----------------- The following summarized financial data compares the thirteen week period ended April 30, 1994 to the comparable period for 1993: % Change First Quarter First Quarter From Prior 1994 1993 Year ------------- ------------- ---------- Retail Sales (millions) $ 1,360 $ 1,298 5% Catalogue Sales (millions) 122 221 (45%) ------------- ------------- ---------- Total Net Sales (millions) $ 1,482 $ 1,519 (2%) ============= ============= ========== Change in Comparable Store Store Sales 0% (3%) Retail Sales Increase Attributable to New and Remodeled Stores 5% 9% Retail Sales per Average Selling Square Foot $55.53 $56.39 (2%) Retail Sales per Average Store (thousands) $ 294 $ 292 1% Average Store Size at End of Quarter (square feet) 5,291 5,198 2% Retail Selling Square Feet (thousands) 24,555 23,167 6% Number of Stores: Beginning of Year 4,623 4,425 Opened 50 58 Closed (32) (26) ------------- ------------- End of First Quarter 4,641 4,457 ============= ============= Net Sales - --------- Retail sales for the first quarter of 1994 increased 5% over the first quarter of 1993 primarily as a result of the net addition of 184 new stores and the remodeling of 44 stores representing an increase of 1.388 million selling square feet. However, average sales productivity for the quarter declined slightly to $55.53 per square foot. Catalogue sales decreased 45% in the first quarter, due to Brylane sales being excluded in the first quarter of 1994. Had the first quarter of 1993 excluded Brylane, catalogue sales would have increased 16% as the number of books mailed increased significantly and average demand per book also increased slightly. 11 # of Stores Selling Sq. Ft. (000's) ----------------------------- ----------------------------- Change Change From From April 30, May 1, Prior April 30, May 1, Prior 1994 1993 Period 1994 1993 Period --------- ------ ------ --------- ------ ------ Express 682 644 38 3,985 3,515 470 Lerner New York 871 906 (35) 6,761 6,945 (184) The Limited 725 759 (34) 4,422 4,330 92 Victoria's Secret Stores 577 554 23 2,402 2,092 310 Lane Bryant 817 812 5 3,852 3,794 58 Structure 402 344 58 1,455 1,148 307 The Limited Too 184 185 (1) 569 568 1 Bath & Body Works 213 125 88 279 137 142 Abercrombie & Fitch Co. 50 40 10 412 334 78 Henri Bendel 4 4 - 93 93 - Cacique 109 78 31 322 208 114 Penhaligon's 7 6 1 3 3 - ------ ------ ------ ------ ------ ------ Total Stores and Selling Square Feet 4,641 4,457 184 24,555 23,167 1,388 ====== ====== ====== ====== ====== ====== Gross Income - ------------ Gross income increased as a percentage of sales to 26.0% for the first quarter of 1994 from 25.1% last year. Merchandise margins increased 2.5% as the Company moved to a less promotional pricing policy particularly in women's apparel. Buying and occupancy costs which increased 1.6%, as a percentage of sales somewhat offset this impact, due to lower sales productivity principally in the new, remodeled and expanded stores. General, Administrative and Store Operating Expenses - ---------------------------------------------------- General, administrative and store operating expenses increased as a percentage of sales to 19.8% for the first quarter of 1994 as compared to 19.4% for the same period in 1993. This increase was due to lower sales productivity at both existing stores and new, remodeled and expanded stores. The Company continues to maintain a high level of customer service. Operating Income - ---------------- Operating income, as a percentage of sales, was 6.2% and 5.6% for the first quarter of 1994 and 1993. Higher merchandise margins spurred by less promotional pricing policies were somewhat offset by higher buying and occupancy costs and higher general, administrative and store operating expenses, expressed as a percentage of sales. 12 Interest Expense - ---------------- First Quarter --------------- 1994 1993 ------ ------ Average Borrowings $681.3 $774.6 (in millions) Average Effective Interest Rate 8.61% 7.74% Interest expense decreased slightly in the first quarter of 1994 as compared to the first quarter of 1993. Higher interest rates increased interest costs approximately $1.5 million, while lower borrowing levels reduced interest costs approximately $1.8 million. FINANCIAL CONDITION Liquidity and Capital Resources - ------------------------------- Cash provided from operating activities, commercial paper backed by funds available under committed long-term credit agreements and the Company's capital structure continue to provide the resources to support operations, including projected growth, seasonal requirements and capital expenditures. A summary of the Company's working capital position and capitalization follows ($000): April 30, January 29, 1994 1994 ---------- ----------- Working Capital $1,521,973 $1,513,181 ========== ========== Capitalization - Long-term debt $ 650,000 $ 650,000 Deferred income taxes 265,566 275,101 Shareholders' equity 2,459,222 2,441,293 ---------- ---------- Total Capitalization $3,374,788 $3,366,394 ========== ========== Additional amounts available under long-term credit agreements $ 840,000 $ 840,000 ========== ========== Net cash used for operating activities was $65.4 million in the first quarter of 1994 versus $33.0 million in the first quarter last year. Cash requirements in the first quarter for inventories and income taxes are typical due to the timing of Spring season merchandise deliveries and tax payments associated with fourth quarter earnings. Cash requirements for accounts payable and accrued expenses vary based on timing of payments and sales volumes. Investing activities are primarily capital expenditures for new and remodeled stores and cash dividends paid of $.09 per share is the primary financing activity. 13 Capital Expenditures - -------------------- Capital expenditures totaled $68.1 million for the first quarter of 1994, compared to $56.5 million for the first quarter of 1993. The Company anticipates spending $375 - $400 million for capital expenditures in 1994, of which $275 - $300 million will be for new stores, the remodeling of existing stores and related improvements for the retail businesses. The Company also anticipates spending approximately $10 million for a 24-hour telephone catalogue sales center in Kettering, Ohio to expand the Victoria's Secret Catalogue operations. The Company expects that substantially all 1994 capital expenditures will be funded by net cash provided by operating activities. In addition, the Company presently has available $840 million under its long-term credit agreements and has the ability to offer up to $250 million of debt securities and warrants to purchase debt securities under its shelf registration statement authorization. 14 PART II - OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its Annual Meeting of Stockholders on May 23, 1994. The matters voted upon and the results of the voting were as follows: (a) E. Gordon Gee, Claudine B. Malone, Allen R. Tessler and Bella Wexner were elected to the Board of Directors for a term of three years. Of the 291,346,148 shares present in person or represented by proxy at the meeting, the number of shares voted for and the number of shares as to which authority to vote in the election was withheld, were as follows with respect to each of the nominees: Shares as to Which Shares Voted for Voting Authority Name Election Withheld ---- ---------------- ------------------ E. Gordon Gee 289,054,649 2,291,499 Claudine B. Malone 288,296,565 3,049,583 Allen R. Tessler 289,673,046 1,673,102 Bella Wexner 278,621,731 12,724,417 In addition, directors whose term of office continued after the Annual Meeting were: Kenneth B. Gilman, Thomas G. Hopkins, David T. Kollat, John K. Pfahl, Donald B. Shackelford, Martin Trust, Michael A. Weiss, Leslie H. Wexner and Raymond Zimmerman. (b) The shareholders were also asked to consider and vote upon a proposal to approve the adoption of the Company's Incentive Compensation Plan. Of the 291,346,148 shares present in person or represented by proxy at the meeting, 276,719,649 shares were voted for the proposal, 12,845,049 shares were voted against the proposal, and 1,781,450 shares abstained from voting with respect to the proposal. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. --------- 4. Instruments Defining the Rights of Security Holders. 4.1. Copy of the form of Global Security representing the Company's 7 1/2% Debentures due 2023, incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K dated March 4, 1993. 4.2. $900,000,000 Credit Agreement dated as of August 30, 1990 (the "Credit Agreement") among the Company, Morgan Guaranty Trust Company of New York and certain other banks (collectively, the "Banks"), incorporated by reference to Exhibit 4.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 4, 1990, as amended by Amendment No. 1 dated as of December 4, 1992, incorporated by reference to Exhibit 4.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 1992. 15 4.3. $280,000,000 Credit Agreement dated as of December 4, 1992 (the "WFNNB Credit Agreement") among the World Financial Network National Bank, the Company, the Banks and Morgan Guaranty Trust Company of New York, incorporated by reference to Exhibit 4.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 1992. 4.4. Conformed copy of the Indenture dated as of March 15, 1988 between the Company and The Bank of New York, incorporated by reference to Exhibit 4.1(a) to the Company's Current Report on Form 8-K dated March 21, 1989. 4.5. Copy of the form of Global Security representing the Company's 8 7/8% Notes due August 15, 1999, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated August 14, 1989. 4.6. Copy of the form of Global Security representing the Company's 9 1/8% Notes due February 1, 2001, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated February 6, 1991. 4.7. Proposed form of Debt Warrant Agreement for Warrants attached to Debt Securities, with proposed form of Debt Warrant Certificate incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3 (File no. 33- 53366) originally filed with the Securities and Exchange Commission (the "Commission") on October 16, 1992, as amended by Amendment No. 1 thereto, filed with the Commission on February 23, 1993 (the "1993 Form S-3"). 4.8. Proposed form of Debt Warrant Agreement for Warrants not attached to Debt Securities, with proposed form of Debt Warrant Certificate incorporated by reference to Exhibit 4.3 to the 1993 Form S-3. 4.9. Amendment No. 2 dated as of April 28, 1994 to the Credit Agreement among the Company, Morgan Guaranty Trust Company of New York and the Banks. 4.10. Amendment No. 1 dated as of April 28, 1994 to the WFNNB Credit Agreement among the Company, Morgan Guaranty Trust Company of New York and the Banks. 11. Statement re: Computation of Per Share Earnings. 12. Statement re: Computation of Ratio of Earnings to Fixed Charges. 15. Letter re: Unaudited Interim Financial Information to Securities and Exchange Commission re: Incorporation of Accountants' Report. (b) Reports on Form 8-K. ------------------- No reports on Form 8-K were filed during the first quarter of fiscal year 1994. 16 SIGNATURE --------- 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. THE LIMITED, INC. (Registrant) By /s/ Kenneth B. Gilman ----------------------------- Kenneth B. Gilman, Vice Chairman and Chief Financial Officer* Date: June 8, 1994 - ----------------------------------------- * Mr. Gilman is the principal financial officer and has been duly authorized to sign on behalf of the Registrant. 17 EXHIBIT INDEX ------------- Exhibit No. Document - ----------- ----------------------------------------- 4.9 Amendment No. 2 dated as of April 28, 1994 to the Credit Agreement among the Company, Morgan Guaranty Trust Company of New York and the Banks. 4.10 Amendment No. 1 dated as of April 28, 1994 to the WFNNB Credit Agreement among the Company, Morgan Guaranty Trust Company of New York and the Banks. 11 Statement re Computation of Per Share Earnings. 12 Statement re Ratio of Earnings to Fixed Charges. 15 Letter re: Unaudited Interim Financial Information re: Incorporation of Report of Independent Accountants 18