UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 25049
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
----------------------------
[_] 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 _______
Anson Bancorp, Inc.
(Exact name of small business issuer as specified in its charter)
North Carolina 56-2073894
-------------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
211 South Greene Street/Post Office Box 249
Wadesboro, North Carolina 28170
-------------------------------
(Address of principal executive office) (Zip code)
(704) 694-2122
--------------
(Issuers telephone number)
N/A
---
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check [X] whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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
--- ---
As of June 19, 1998 there were issued and outstanding 585,124 shares of the
Registrant's common stock, no par value
Transitional Small Business Disclosure Format: Yes No X
--- ---
ANSON BANCORP, INC. AND SUBSIDIARY
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CONTENTS
Page
PART 1. FINANCIAL STATEMENTS
Item 1. Financial Statements
Condensed Statements of Financial Condition at June 30, 1999
and September 30, 1999 (Unaudited).............................1
Condensed Statements of Income for the Three Months Ended
September 30, 1998 and 1999 (Unaudited)........................2
Condensed Statements of Cash Flows for the Three Months Ended
September 30, 1998 and 1999 (Unaudited)........................3
Notes to Condensed Financial Statements (Unaudited).................4
Item 2. Management's Discussion and Analysis of Financial Condition and
and Results of Operations......................................7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.............................................10
Item 2. Changes in Securities.........................................10
Item 3. Defaults upon Senior Securities...............................10
Item 4. Submission of Matters to a Vote of Security Holders...........10
Item 5. Other Information.............................................10
Item 6. Exhibits and Reports on Form 8-K..............................10
SIGNATURES...................................................................11
This Form 10-QSB contains forward-looking statements consisting of estimates
with respect to the financial condition, results of operations and other
business of Anson Bancorp, Inc. that are subject to various factors which could
cause actual results to differ materially from those estimates. Factors which
could influence the estimates include changes in the national, regional and
local market conditions, legislative and regulatory conditions, and an adverse
interest rate environment.
ANSON BANCORP, INC. AND SUBSIDIARY
CONDENSED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
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June 30, September 30,
------------- -------------
1999 1999
------------- -------------
(Note 2) (Unaudited)
ASSETS
Cash and cash equivalents
Non-interest bearing deposits and cash $ 374,949 $ 389,782
Interest earning deposits 3,299,133 3,240,996
Federal funds sold 575,000 625,000
------------- -------------
4,249,082 4,255,778
Investment securities
Held to maturity, at amortized cost 7,779,733 8,211,268
Available for sale, at fair value 438,480 393,121
Loans receivable, net 12,039,041 11,803,555
Premises and equipment, net 251,398 245,307
Interest receivable 107,445 98,565
Other assets 95,648 117,569
------------- -------------
$ 24,960,827 $ 25,125,163
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Savings deposits, plus accrued interest thereon $ 15,256,038 $ 15,459,678
Accounts payable and accrued expenses 72,878 43,145
Deferred income taxes 127,000 115,000
------------- -------------
15,455,916 15,617,823
STOCKHOLDERS' EQUITY
Capital stock, no par value, authorized 20,000,000
shares; issued and outstanding 585,124 5,424,815 5,424,815
Retained earnings - substantially restricted 3,795,018 3,827,385
Accumulated other comprehensive income 285,078 255,140
------------- -------------
9,504,911 9,507,340
------------- -------------
$ 24,960,827 $ 25,125,163
============= =============
See Notes to Condensed Financial Statements (Unaudited).
-1-
ANSON BANCORP, INC. AND SUBSIDIARY
CONDENSED STATEMENTS OF INCOME (UNAUDITED)
For the three months ended
September 30,
------------------------
1998 1999
--------- ---------
INTEREST AND DIVIDEND INCOME
Interest and fees on loans $ 233,887 $ 232,501
Interest on investments and deposits in other banks 174,652 154,384
--------- ---------
Total interest and dividend income 408,539 386,885
INTEREST EXPENSE ON DEPOSITS 186,024 174,801
--------- ---------
Net interest income 222,515 212,084
PROVISION FOR LOAN LOSSES 2,000 --
--------- ---------
Net interest income after provision for loan losses 220,515 212,084
NONINTEREST INCOME 2,270 1,009
NONINTEREST EXPENSE
Compensation and employee benefits 81,452 84,744
Federal insurance premiums 2,575 2,183
Data processing 7,758 11,273
Legal and professional fees 30,041 41,599
Examinations and audit 7,836 8,498
Occupancy including depreciation 5,490 5,735
Other 28,423 20,694
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Total noninterest expense 163,575 174,726
--------- ---------
Income before income taxes 59,210 38,367
INCOME TAXES 9,000 6,000
--------- ---------
Net income $ 50,210 $ 32,367
========= =========
Basic earnings per share $ .09 $ .06
========= =========
Diluted earnings per share $ .09 $ .06
========= =========
Dividends per share $ 0 $ 0
========= =========
See Notes to Condensed Financial Statements (Unaudited).
-2-
ANSON BANCORP, INC. AND SUBSIDIARY
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the three months ended
September 30,
-------------------------
1998 1999
--------- ---------
OPERATING ACTIVITIES
Net income $ 50,210 $ 32,367
Adjustments to reconcile net income to net cash used for
operating activities
Provision for loan losses 2,000 --
Provision for depreciation 3,090 6,091
Deferred income taxes 1,863 3,421
Changes in operating assets and liabilities
Accrued interest receivable (62,016) 8,880
Prepaid expenses and other assets (1,807) (21,921)
Accounts payable and accrued expenses (102,013) (29,733)
--------- ---------
Net cash used for operating activities (108,673) (895)
INVESTING ACTIVITIES
Investment in property and equipment (18,996) --
Net decrease (increase) in loans receivable (158,155) 235,486
Net increase in investments held to maturity (1,040) (431,535)
--------- ---------
Net cash used for investing activities (178,191) (196,049)
FINANCING ACTIVITIES
Net increase (decrease) in savings deposits (169,329) 203,640
--------- ----------
Net increase (decrease) in cash and cash
equivalents (456,193) 6,696
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 6,433,565 4,249,082
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $5,977,372 $4,255,778
========== ==========
See Notes to Condensed Financial Statements (Unaudited).
-3-
ANSON BANCORP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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NOTE 1 - NATURE OF BUSINESS
Anson Bancorp, Inc. (the "Company") was incorporated under the laws of the
State of North Carolina for the purpose of becoming the bank holding
company of Anson Savings Bank, Inc. (the "Bank" or "Anson Savings Bank") in
connection with the Bank's conversion from a state chartered savings bank
to a state chartered stock savings bank, pursuant to its amended and
restated Plan of Conversion. The Company was organized in 1998 to acquire
all of the common stock of Anson Savings Bank, S.S.B. upon its conversion
to stock form and the Company has no operations and conducts no business
other than owning the Bank and investing its portion of the net proceeds
received in the Conversion.
The principal business of the Bank is accepting deposits from the general
public and using those deposits and other sources of funds to make loans
secured by real estate and other forms of collateral located in the Bank's
primary market area of Anson County in North Carolina.
Anson Savings Bank's results of operations depend primarily on its net
interest income, which is the difference between interest income from
interest-earning assets and interest expense on interest-bearing
liabilities. The Bank's operations are also affected by noninterest income,
such as miscellaneous income from loans, and other sources of revenue. The
Bank's principal operating expenses, aside from interest expense, consist
of compensation and associated benefits, federal deposit insurance
premiums, occupancy costs, furniture and fixture expense, data processing
charges, professional fees and other general and administrative expenses.
NOTE 2 - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements (except for the
condensed consolidated statement of financial condition at June 30, 1999,
which has been taken from the audited financial statements at that date)
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-QSB 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 (none of which were other than normal recurring accruals)
necessary for a fair presentation of the financial position and results of
operations for the periods presented have been included. The accounting
policies followed are as set forth in Note 1 of the Notes to Financial
Statements in the 1998 annual report of the Company.
NOTE 3 - EARNINGS PER SHARE
Basic earnings per share for the three months ended September 30, 1998 and
1999 is based on unaudited net income earned divided by the weighted
average number of shares outstanding during the period. During the periods
reported there were no dilutive securities outstanding, therefore, basic
and diluted earnings per share are the same.
NOTE 4 - SALE OF THE COMPANY
On August 3, 1999, the Company and Uwharrie Capital Corporation (Uwharrie)
announced that Uwharrie will acquire Anson Bancorp, Inc., which is the
holding company for Anson Savings Bank, in a cash transaction. The parties'
agreement provides for each share of Anson Bancorp's common stock to be
exchanged for $17.30 in cash.
This transaction is contingent upon receiving approval from regulatory
authorities and from Anson Bancorp's stockholders. The Company's
stockholders will consider the acquisition proposal at their annual meeting
scheduled for November 30, 1999. It is anticipated that the transaction
will be completed no later than January 31, 2000.
-4-
ANSON BANCORP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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NOTE 5 - CURTAILMENT OF DEFINED BENEFIT PLAN
On August 3, 1999, the Board of Directors elected to cease future benefit
accruals under the Company's defined benefit plan. The curtailment will be
performed in accordance with ERISA standards and all participants will be
100% vested. It is estimated that the cost to curtail the plan will be
approximately $200,000 and this charge will effect the earnings of the
Company during the fiscal year 2000. The Company intends to terminate the
plan in the event the Uwharrie Capital acquisition is consummated.
NOTE 6 - YEAR 2000
The "Year 2000" issue confronting the Company and its customers, suppliers,
customers' suppliers and competitors centers on the potential inability of
computer systems to recognize the Year 2000. If not adequately addressed,
the Year 2000 issue could result in a significant adverse impact on
products, services and the competitive condition of the Company.
Financial institution regulators have recently increased their focus on
Year 2000 compliance issues, issuing guidance concerning the
responsibilities of senior management and directors. The Federal Financial
Institutions Examination Council ("FFIEC") has issued several interagency
statements on Year 2000 Project Management Awareness. These statements
require financial institutions to examine the Year 2000 implications of
reliance on vendors, data exchange and potential impact on customers,
suppliers and borrowers. These statements also require each federally
regulated financial institution to survey its exposure, measure its risk
and prepare a plan in order to solve the Year 2000 issue. In addition, the
federal banking regulators have issued safety and soundness guidelines to
be followed by insured depository institutions, such as the Bank, to assure
resolution of any Year 2000 problems. The federal banking agencies have
asserted that Year 2000 testing and certification is a key safety and
soundness issue in conjunction with regulatory exams, and thus an
institution's failure to address appropriately the Year 2000 issue could
result in supervisory action, including such enforcement actions as the
reduction of the institution's supervisory ratings, the denial of
applications for approval of a merger or acquisition, or the imposition of
civil money penalties.
In order to address the Year 2000 issue and to minimize its potential
adverse impact, the Company has undertaken a substantial multi-phased
effort to identify areas that will be affected by the Year 2000, assess
their potential impact on operations, monitor the progress of its
third-party software vendors in addressing the matter, test changes
provided by these vendors, and develop contingency plans for any critical
systems. The plan is divided into the five phases: (1) awareness, (2)
assessment, (3) renovation, (4) validation, and (5) implementation.
The Company has substantially completed the first four phases of the plan
and has made significant progress in the final phase. The Company
outsources its data processing operations to a service provider. Year 2000
compliance is being closely coordinated with that of the service provider.
The Company has in place a Detailed Contingency Plan should any business
disruption occur.
Further, the Company is undertaking efforts to ensure that significant
vendor and customer relationships are or will be Year 2000 compliant. There
can be no guarantee that the systems of other entities on which the Company
either directly or indirectly relies will be timely converted, or that a
failure to convert by another entity, or a conversion that is incompatible
with the Company's systems, would not have a material adverse effect on the
Company in future periods.
The Company has incurred Year 2000 compliance costs of approximately
$20,000, all of which have been charged to operations and anticipates
future costs to be immaterial. In addition to the estimated costs of its
Year 2000 compliance, the Company has recently made substantial investments
in technology in its efforts to improve customer services and to
efficiently manage its product and service delivery systems.
-5-
ANSON BANCORP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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NOTE 7 - COMPREHENSIVE INCOME
On July 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). This
statement provides standards for reporting comprehensive income.
Comprehensive income is defined as the change in equity (net assets) during
a period from non-owner sources. The purpose of reporting comprehensive
income is to report a measure of all changes in equity that result from
recognized transactions and other economic events of the period other than
transactions with owners in their capacity as owners. Prior to the issuance
of SFAS 130, some of those changes in equity were displayed in a statement
that reports the results of operations, while others were included directly
in balances within a separate component of equity in a statement of
financial position. This statement does not change or modify the reporting
or display in the statement of operations.
Comprehensive income for the Company includes the Company's net income and
unrealized gains on securities available for sale (other comprehensive
income). Total comprehensive income (loss) for the periods presented
amounted to $(29,938) and $16,330 for the three months ended September 30,
1999 and 1998, respectively.
-6-
ANSON BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1999 AND JUNE 30, 1999
Total assets amounted to $25.13 million at September 30, 1999, compared to
$24.96 million at June 30, 1999. The increase from June 30, 1999 to September
30, 1999 is primarily attributed to the increase in deposits. Accounts payable
and accrued expense have decreased approximately $30,000 from June 30, 1999 to
September 30, 1999. This decrease is due primarily to the reduction of accrued
income taxes.
The principal category of earnings assets is loans receivable which amounted to
$11.80 million and $12.04 million at September 30, 1999 and June 30, 1999,
respectively. Loan originations for the three months ended September 30, 1999
totaled $647,000 and were funded by loan principal repayments of $882,000 as the
loan portfolio decreased by approximately $235,000. Loan originations for the
year ended June 30, 1999 totaled $3.72 million and principal repayments for 1999
totaled $3.20 million. The Bank maintains underwriting and credit standards
designed to maintain the quality of the loan portfolio. Nonperforming loans at
September 30, 1999 and June 30, 1999 totaled $174,000 and $178,000,
respectively, and were 1.47% and 1.48% of total loans, respectively.
In addition to loans, the Company invests in U.S. Treasury and Government agency
securities. Management does not engage in the practice of trading securities,
rather, the Company's investment portfolio consists primarily of investments
designated and held to maturity. Investment securities, including
interest-bearing deposits and FHLB stock, at September 30, 1999 and June 30,
1999, totaled $12.47 million and $12.09 million, respectively. The increase in
investments and loans is primarily attributed to the increase in current period
income.
The Bank has experienced some increase in savings deposits. At September 30,
1999, Anson's deposits increased approximately $204,000 to $15.46 million
compared to $15.26 million at June 30, 1999. Anson has priced its deposits in a
fashion to be at or near the top of the market because of its dependence on the
local market for funds availability.
The Company's equity, which consists entirely of retained earnings, capital
stock and unrealized gains on securities available for sale, net of tax,
amounted to $9.51 million and $9.50 million at September 30, 1999 and June 30,
1999, respectively. The Bank has classified a portion of its investments as
available for sale which requires reporting such investments at fair market
value with unrealized gains or losses, net of tax, shown as a separate component
of equity. The equity component for net unrealized gains is shown as accumulated
comprehensive income and at September 30, 1999 and June 30, 1999 amounted to
$255,000 and $285,000, respectively.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,
1999 AND 1998
Net Income. The Company's net income for the three months ended September
30, 1999 and 1998 was $32,367 and $50,210, respectively. The decrease
in net income was primarily due to reduced interest income and expenses
related to the pending sale of the Company.
Net Interest Income. Net interest income has decreased by 4% to $212,000
for the three months ended September 30, 1999 from $220,000 for the
three months ended September 30, 1998. This decrease is due primarily
to a decrease in investment income from interest-bearing deposits and
investment securities.
Noninterest Income. Noninterest income consists primarily of fees related
to safe deposit boxes and other miscellaneous income and amounted to
$1,000 and $2,300 for the three months ended September 30, 1999 and
1998, respectively.
-7-
ANSON BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Noninterest Expense. Noninterest expense consisted primarily of operating
expenses for compensation and employee benefits, occupancy, legal and
professional fees, federal deposit insurance premiums, data processing
charges and other operating expenses. Noninterest expense increased to
$175,000 from $163,000 for the three months ended September 30, 1999
and 1998, respectively. This increase is primarily due to the costs
associated with the pending sale of the Company. The Bank anticipates
that its noninterest expense may continue to increase in the future
because of costs associated with compensation and with costs associated
with the pending sale of the Company.
Income Taxes. Income tax expense was $6,000 and $9,000 for the three month
periods ended September 30, 1999 and 1998, respectively. The
fluctuations were primarily attributable to corresponding fluctuations
in income before income taxes.
CAPITAL RESOURCES AND LIQUIDITY
The term "liquidity" generally refers to an organization's ability to
generate adequate amounts of funds to meet its needs for cash. More
specifically for financial institutions, liquidity ensures that adequate
funds are available to meet deposit withdrawals, fund loan and capital
expenditure commitments, maintain reserve requirements, pay operating
expenses and provide funds for debt service, dividends to stockholders and
other institutional commitments. Funds are primarily provided through the
sale or maturity of investments, the ability to raise equity capital, or
maintenance of shorter-term interest-bearing deposits.
As a state chartered stock savings bank, Anson Savings Bank must maintain
liquidity in the form of cash and cash equivalents and investment
securities, including mortgage-backed securities, equal to at least 10% of
total assets. The Bank's liquidity ratio at September 30, 1999 was
considerably in excess of such requirements. Given its excess liquidity and
its ability to borrow from the Federal Home Loan Bank, the Bank believes
that it will have sufficient funds available to meet anticipated future
loan commitments, deposit withdrawals and other cash requirements.
YEAR 2000
The "Year 2000" issue confronting the Company and its customers, suppliers,
customers' suppliers and competitors centers on the potential inability of
computer systems to recognize the Year 2000. If not adequately addressed,
the Year 2000 issue could result in a significant adverse impact on
products, services and the competitive condition of the Company.
Financial institution regulators have recently increased their focus on
Year 2000 compliance issues, issuing guidance concerning the
responsibilities of senior management and directors. The Federal Financial
Institutions Examination Council ("FFIEC") has issued several interagency
statements on Year 2000 Project Management Awareness. These statements
require financial institutions to examine the Year 2000 implications of
reliance on vendors, data exchange and potential impact on customers,
suppliers and borrowers. These statements also require each federally
regulated financial institution to survey its exposure, measure its risk
and prepare a plan in order to solve the Year 2000 issue. In addition, the
federal banking regulators have issued safety and soundness guidelines to
be followed by insured depository institutions, such as the Bank, to assure
resolution of any Year 2000 problems. The federal banking agencies have
asserted that Year 2000 testing and certification is a key safety and
soundness issue in conjunction with regulatory exams, and thus an
institution's failure to address appropriately the Year 2000 issue could
result in supervisory action, including such enforcement actions as the
reduction of the institution's supervisory ratings, the denial of
applications for approval of a merger or acquisition, or the imposition of
civil money penalties.
-8-
ANSON BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
In order to address the Year 2000 issue and to minimize its potential
adverse impact, the Company has undertaken a substantial multi-phased
effort to identify areas that will be affected by the Year 2000, assess
their potential impact on operations, monitor the progress of its
third-party software vendors in addressing the matter, test changes
provided by these vendors, and develop contingency plans for any critical
systems. The plan is divided into the five phases: (1) awareness, (2)
assessment, (3) renovation, (4) validation, and (5) implementation.
The Company has substantially completed the first four phases of the plan
and has made significant progress in the final phase. The Company
outsources its data processing operations to a service provider. Year 2000
compliance is being closely coordinated with that of the service provider.
The Company has in place a Detailed Contingency Plan should any business
disruption occur.
Further, the Company is undertaking efforts to ensure that significant
vendor and customer relationships are or will be Year 2000 compliant. There
can be no guarantee that the systems of other entities on which the Company
either directly or indirectly relies will be timely converted, or that a
failure to convert by another entity, or a conversion that is incompatible
with the Company's systems, would not have a material adverse effect on the
Company in future periods.
The Company has incurred Year 2000 compliance costs of approximately
$20,000, all of which have been charged to operations and anticipates
future costs to be immaterial. In addition to the estimated costs of its
Year 2000 compliance, the Company has recently made substantial investments
in technology in its efforts to improve customer services and to
efficiently manage its product and service delivery systems.
-9-
ANSON BANCORP, INC.
PART II - OTHER INFORMATION
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Item 1. Legal Proceedings
The Company is not engaged in any legal proceedings at the present
time. From time to time, the Bank is a party to legal proceedings
within the normal course of business wherein it enforces its
security interest in loans made by it, and other matters of a like
kind.
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
Not applicable
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
a) Exhibit (27) - Financial Data Schedule
b) A Current Report on Form 8-K was filed with the Securities and
Exchange Commission on August 5, 1999 announcing that the Company
had entered into a definitive Agreement and Plan of Reorganization
and Merger with Uwharrie Capital Corporation on August 3, 1999.
-10-
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.
Anson Bancorp, Inc.
Dated: _______________________ By: __________________________
Eugene M. Ward
President
Dated: _______________________ By: __________________________
Nancy H. Allen
Treasurer and Assistance Secretary
-11-