FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Mark one)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________to _____________
Commission File Number 0-16132
CELGENE CORPORATION
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2711928
-------------------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
7 Powder Horn Drive, Warren, New Jersey 07059
--------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 908-271-1001.
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
_______ _______
At October 31, 1996, 9,933,943 shares of Common Stock, and 377 shares of Series
A Convertible Preferred Stock, par value $.01 per share, were outstanding.
CELGENE CORPORATION
INDEX TO FORM 10-Q
Page No.
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PART I - FINANCIAL INFORMATION
Item I Unaudited Condensed Financial Statements
Condensed Balance Sheets as of
September 30, 1996 (unaudited)
and December 31, 1995 3
Unaudited Condensed Statements of
Operations - Nine-Month Periods Ended
September 30, 1996 and 1995 4
Unaudited Condensed Statements of
Operations - Three-Month Periods Ended
September 30, 1996 and 1995 5
Unaudited Condensed Statements of
Cash Flows - Nine-Month Periods Ended
September 30, 1996 and 1995 6
Notes to Unaudited Condensed Financial
Statements 8
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
PART II - OTHER INFORMATION 15
Signatures 16
2
PART I - FINANCIAL INFORMATION
Item 1 - Condensed Financial Statements
CELGENE CORPORATION
CONDENSED BALANCE SHEETS
ASSETS
(Unaudited)
Sept 30, 1996 Dec 31, 1995
------------- ------------
Current assets:
Cash and cash equivalents $ 3,106,470 $ 337,165
Marketable securities available
for sale 20,602,589 11,375,740
Accounts receivable 250,271 397,241
Other current assets 721,581 404,011
------------ ------------
Total current assets 24,680,911 12,514,157
Plant and equipment, net 1,889,400 1,207,805
Deferred costs 180,823 448,006
Other assets 41,250 41,250
------------ ------------
$ 26,792,384 $ 14,211,218
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,429,104 $ 607,206
Accrued expenses 1,000,147 1,610,846
------------ ------------
Total current liabilities 2,429,251 2,218,052
Convertible debentures 2,026,043 4,592,366
Convertible debentures - accrued interest 344,153 258,299
------------ ------------
Total liabilities 4,799,447 7,068,717
------------ ------------
Stockholders' equity:
Preferred stock, par value $.01 per
share. Authorized 5,000,000 shares
Series A convertible, redeemable,
cumulative preferred; issued and
outstanding 428 shares at
September 30, 1996 includes
$590,511 accretion of premium 21,990,511 --
Common stock, par value $.01 per share
Authorized 20,000,000 shares; issued
9,674,582 and 8,807,863 shares at
September 30, 1996 and December 31,
1995, respectively 96,746 88,079
Additional paid-in capital 83,645,930 78,064,288
Unamortized deferred compensation -
restricted stock (2,267) (7,085)
Accumulated deficit (83,638,397) (70,989,400)
Net unrealized gain (loss) on marketable
securities available for sale 653 (13,138)
Common stock in treasury, at cost
29,985 and 24,271 shares at
September 30, 1996 and December 31,
1995, respectively (100,239) (243)
------------ ------------
Total stockholders' equity 21,992,937 7,142,501
------------ ------------
$ 26,792,384 $ 14,211,218
============ ============
See accompanying notes to financial statements
3
CELGENE CORPORATION
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Nine-Month Period Ended Sept 30,
--------------------------------
1996 1995
---- ----
Revenues:
Sales of chemical intermediates $ 1,096,605 $ 389,153
Research contracts 711,666 385,000
Investment income 989,751 309,066
------------ ------------
2,798,022 1,083,219
------------ ------------
Expenses:
Cost of goods sold 683,005 529,444
Research and development 10,981,813 5,048,998
Selling, general and
administrative 2,762,528 2,038,550
Interest expense and other
financing charges 360,535 232,185
------------ ------------
14,787,881 7,849,177
------------ ------------
Net loss ($11,989,859) ($ 6,765,958)
Accretion of premium payable on
preferred stock (659,138) --
------------ ------------
Net loss applicable to common
shareholders ($12,648,997) ($ 6,765,958)
============ ============
Net loss applicable to common
shareholders per share of common
stock ($ 1.37) ($ .86)
------------ ------------
Weighted average number of shares
of common stock outstanding 9,227,000 7,881,000
============ ============
See accompanying notes to financial statements
4
CELGENE CORPORATION
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
Three Month Period Ended Sept 30,
----------------------------------
1996 1995
---- ----
Revenues:
Sales of chemical intermediates $ 77,800 $ 147,015
Research contracts 376,666 145,000
Investment income 359,086 120,326
----------- -----------
813,552 412,341
----------- -----------
Expenses:
Cost of goods sold 234,390 165,518
Research and development 4,661,390 1,702,704
Selling, general and administrative 1,274,289 674,296
Interest expense and other financing
charges 173,379 232,185
----------- -----------
6,343,448 2,774,703
----------- -----------
Net loss ($5,529,896) ($2,362,362)
Accretion of premium payable on
preferred stock (276,938) --
------------ -------------
Net loss applicable to common
shareholders ($ 5,806,834) ($2,362,362)
============ ============
Net loss applicable to common
shareholders per share of common
stock ($ .62) ($ .30)
----------- -----------
Weighted average number of shares of
common stock outstanding 9,520,000 7,918,000
=========== ===========
See accompanying notes to financial statements.
5
CELGENE CORPORATION
UNAUDITED CONDENSED STATEMENTS OF CASH FLOW
Nine-Month Period Ended Sept 30,
---------------------------------
1996 1995
---- ----
Operating activities:
Net loss applicable to common
shareholders ($ 12,648,997) ($ 6,765,958)
Non-cash items:
Depreciation and amortization 684,983 669,659
Amortization of deferred compensation 4,818 9,539
Interest on convertible debentures and
other financing charges 360,535 232,185
Accretion of premium payable on
preferred stock 659,138 --
Change in current assets and liabilities:
Increase in accounts payable and
accrued expenses 211,199 131,737
Decrease in accounts receivable 146,969 363,281
Increase in other current assets (317,570) (208,463)
------------- -------------
Net cash used in operating activities ($ 10,898,925) ($ 5,568,020)
Investment activities:
Capital expenditures (1,186,284) (15,533)
Proceeds from sales and maturities of
marketable securities available for
sale 117,485,212 7,576,076
Purchase of marketable securities
available for sale (126,698,269) (13,006,734)
------------- -------------
Net cash used in investment
activities (10,399,341) (5,446,191)
Financing activities:
Net proceeds from the issuance of
convertible debentures -- 11,022,570
Net proceeds from exercise of common
stock options 237,946 147,245
Net proceeds from sale of preferred stock 23,829,625 --
------------- -------------
Net cash provided by financing activities 24,067,571 11,169,815
Net change in cash and cash equivalents $ 2,769,305 $ 155,604
Cash and cash equivalents at beginning of
period 337,165 292,925
------------- -------------
Cash and cash equivalents at end of
period $ 3,106,470 $ 448,529
============= =============
Non-cash investing activities:
Net change in net, unrealized gain(loss)
on securities available for sale $ 13,791 $ 145,886
============= =============
See accompanying notes to financial statements.
6
CELGENE CORPORATION
UNAUDITED CONDENSED STATEMENTS OF CASH FLOW (Continued)
Nine-Month Period Ended Sept 30,
--------------------------------
1996 1995
---- ----
Non-cash financing activities:
Issuance of common stock upon the
conversion of convertible
debentures and accrued interest
thereon, net $2,649,115 $1,796,436
========== ==========
Issuance of warrants for services
rendered in connection with the
issuance of convertible debentures $ -- $ 94,500
========== ==========
Issuance of common stock upon the
conversion of convertible
preferred stock and accrued
accretion thereon, net $3,818,627 --
========== ==========
Issuance of common stock upon
issuance of options through the
return of previously common stock
outstanding $ 99,996 --
=========== ==========
See accompanying notes to financial statements
7
CELGENE CORPORATION
Notes to Unaudited Condensed Financial Statements
September 30, 1996
1. Basis of Presentation
The unaudited condensed financial statements have been prepared from the
books and records of Celgene Corporation (the "Company") in accordance with
generally accepted accounting principles for interim financial information
pursuant to Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have been
included. Interim results may not be indicative of the results that may be
expected for the year.
The interim condensed financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's
latest annual report on Form 10K.
2. Series A Convertible Preferred Stock
On March 13, 1996, in a private placement, the Company completed the sale of
503 shares of Series A Convertible Preferred Stock, par value $.01 per share
(the "Preferred Stock"), at an issue price of $50,000 per share. The Company
received net proceeds, after offering costs, of $23,829,625. The Preferred
Stock, plus dividends at a rate of 4.9% per year, is convertible into common
stock of the Company at the option of the holders thereof at a conversion
price per share of common stock equal, generally, to the lesser of (i)
$18.81 or (ii) 90% of the average closing price per share of the common
stock for the seven trading days immediately prior to the date of
conversion. The average closing price per share of common stock for the
seven trading days immediately prior to September 30, 1996 was $10.96. The
Company may redeem the shares in increments of no less than $1.5 million
commencing December 13, 1996, on thirty business days written notice to the
stockholders, at a price that equals a specified premium, ranging from 120%
to 130%, of the purchase price plus dividends. Under certain conditions,
upon receipt of a conversion notice from the holder, the Company has the
right (i) to redeem shares presented for conversion, or (ii) to defer
conversion for 90 days in exchange for warrants to purchase additional
shares of common stock as specified in the Certificate of Designation of
Series A Preferred Stock. Any shares of Series A Convertible Preferred Stock
outstanding on March 13, 1998 shall be converted automatically into common
stock on such date at the conversion price then in effect. The holders of
Preferred Stock have no voting rights.
The Company granted registration rights to the subscribers in the private
placement that require the Company to file a registration statement covering
the shares of Common Stock of the Company underlying the Preferred Stock. A
registration statement with respect to investors resales of common shares
underlying the convertible preferred stock was filed and declared effective
on June 10, 1996. Through September 30, 1996 the Company had accrued
$659,138 representing accretion of premium on the Preferred Stock of which
$590,511 relates to preferred shares not yet tendered for conversion.
8
As of September 30, 1996, 75 shares (as of October 31, 1996, 126 shares) of
the Series A Preferred Stock, with their respective accrued accretion, had
been converted into 451,969 (741,315 at October 31, 1996) shares of common
stock. As of September 30, 1996 the Company had issued warrants that entitle
certain stockholders of the Series A Preferred Stock to purchase 116,981
(123,071 at October 31, 1996)shares of common stock at an exercise price of
$11.50. The warrants were issued in exchange for the deferral of conversion
for 90 days. These warrants are exercisable for a period of two years from
the date of issuance.
In connection with the private placement, the Company granted to certain
executives and affiliates of the placement agent warrants, valued at
$60,168, to purchase an aggregate of 66,853 shares of Common Stock at an
exercise price of $20.52, subject to proportional adjustment in the event
that the Company undertakes a stock split, stock dividend, recapitalization
or similar event. These warrants are exercisable for a period of five years
from the date of issuance.
3. Convertible Debentures
In the quarter ended September 30, 1995, the Company sold in a private
placement offering, 8% convertible debentures due July 31, 1997 in the
aggregate principal amount of $12,000,000, and received net proceeds, after
offering costs, of $11,022,570. Such debentures are convertible into common
stock of the Company at the option of either the holders thereof or the
Company. The holders of the convertible debentures may convert the
debentures into common stock of the Company at a conversion price that
varies and is based upon the market price (as defined) of the common stock
on the date of conversion.
The Company may require the conversion of the convertible debentures
commencing October 15, 1995 through July 30, 1997 at a conversion price of
the common stock on the date of conversion. The Company also has the right
to redeem any convertible debenture after it has received a notice of
conversion with respect to such debenture. The redemption price is the
greater of 115% of the principal and the accrued interest on the redeemed
debenture or an amount which is based on the appreciation of the common
stock from the date of issuance of the debentures.
The conversion price of the convertible debentures is subject to adjustment
under certain circumstances. During the quarter ended September 30, 1996,
there were no conversions of convertible debentures. As of September 30,
1996, convertible debentures in the aggregate principal amount of
$9,750,000, plus accrued interest, had been converted into a total of
1,268,597 shares of common stock. No interest was paid in cash.
9
4. Marketable Securities Available for Sale
Marketable securities available for sale at September 30, 1996 include debt
securities with maturities ranging from October, 1996 to October, 1997. A
summary of marketable securities at September 30, 1996 is as follows:
Gross Gross Estimated
Unrealized Unrealized Fair
Cost Gain Loss Value
------------------ ---------------- ------------------ ----------------
US Government
and agency
obligations $2,473,133 $31 - $2,473,164
Certificates
of deposit $1,000,035 - ($83) $999,952
Asset backed
security $1,000,665 $84 - $1,000,749
Corporate
bonds $4,029,340 - ($521) $4,028,819
Commercial
paper $12,098,763 $1,142 - $12,099,905
------------------ ---------------- ------------------ ----------------
Total $20,601,936 $1,257 ($604) $20,602,589
================== ================ ================== ================
The net change in the gross unrealized gain for the quarter ended September 30,
1996 was a decrease of approximately $5,400. The proceeds from sales for the
quarter ended September 30, 1996 included gross realized gains and losses of
approximately $92,000 and $100 respectively.
The assets that back the asset backed security are credit card receivables held
in an irrevocable trust. The trust has received the highest possible rating from
Moodys, Standard & Poors and Fitch. The corporate bonds are A rated or better
and the commercial paper rating is A1P1.
10
PART I - FINANCIAL INFORMATION
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
On September 30, 1996 the Company had available working capital of approximately
$22,252,000, consisting principally of cash, cash equivalents and marketable
securities available for sale, which represents an increase of approximately
$11,957,000 from December 31, 1995 primarily due to the private placement of
Series A Convertible Preferred Stock in March, 1996.
On March 13, 1996, in a private placement, the Company completed a sale of 503
shares of Series A convertible Preferred Stock, par value $0.01 per share, at an
issue price of $50,000 per share, for total gross proceeds of $25,150,000. The
Company received net proceeds, after offering costs, of approximately
$23,800,000.
The Company has entered into certain technology agreements with various parties
which require payments of approximately $380,000 within the next eighteen
months.
In December, 1995 the Company entered into an agreement with Penn
Pharmaceutical, Ltd. to build a special facility devoted exclusively to the
production of SYNOVIR(R), the Company's experimental drug, which has been
approved by the FDA for expanded distribution, prior to final evaluation by that
agency. Under the terms of the agreement, based on certain milestones with
respect to commencing production and FDA inspection, the Company is responsible
for $320,000 of start-up and validation costs. In addition, the Company will
lease the dedicated facility for a three year period. Annual facility payments
are $268,000, which commence in the month the first milestone is completed. It
is expected that monthly rent payments will commence before the end of 1996.
Penn will manufacture SYNOVIR and sell it to the Company at a price to be agreed
upon.
In August 1992, the Company entered into a two-year research and development
agreement with the Rockefeller University. In July 1994 this agreement was
extended for an additional two years. This agreement was extended for another
two years in March 1996. Under the terms of the contract extension, the Company
is committed to an annual fee to Rockefeller University of $504,000 paid
semi-annually in April and October.
Nine-month period ended September 30, 1996 vs
Nine-month period ended September 30, 1995
Revenues for the nine-month period ended September 30, 1996 were
approximately $2,798,000, which was an increase of approximately $1,715,000, or
158%, over the comparable period in 1995. Chiral intermediate revenues increased
approximately $707,000 to $1,097,000 for the nine-month period ended September
30, 1996 as compared to the comparable 1995 period. This increase in chiral
intermediate revenues was due primarily to repeat orders reflecting customers'
increased requirements as their products advance through clinical trials. Chiral
intermediate revenues are derived from developmental projects that may or may
not move forward in development or to commercialization.
11
Therefore, these revenues are sporadic in nature. Chiral research contract
revenues for the first nine months were approximately $712,000 which was an
increase of approximately $327,000 over the first nine months of 1995. This
increase in contract revenues was due to the Company entering into new research
contracts for developmental compounds and for expanding development of existing
compounds. Revenue backlog at September 30, 1996, for chiral intermediates and
research contracts increased approximately $575,000, or 34%, to $1,013,000 as
compared to the September 30, 1995 backlog. The Company is negotiating with new
and existing customers for additional chiral intermediate and research contract
orders; however, there is no assurance that these efforts will be successful.
Investment income increased approximately $681,000 to $990,000 in the nine
months of 1996 as compared to the nine months of 1995 due to the increase in
funds available for investment. Investment income is expected to decline as the
Company continues to utilize its funds towards the commercialization of SYNOVIR.
For the nine months ended September 30, 1996, cost of goods sold increased
approximately $154,000, or 29%, to $683,000 (which includes certain fixed
manufacturing costs) as compared to the nine months of 1995, due to the higher
volume of chiral intermediate revenues. Research and development expenses for
the nine month period ended September 30, 1996 increased by approximately
$5,933,000, or 118%, to $10,982,000 as compared to the same period in 1995. This
increase was due to an increase of approximately $4.9 million in expenses
associated with the immunotherapeutic program and approximately $1.0 million in
expenses for the chiral research group. The increase in expenses associated with
immunotherapeutic programs was the result of an increase in pre-clinical and
clinical trial expenses, which increased by approximately $2.4 million;
regulatory and compliance expenses, which increased approximately $ 1.1 million;
manufacturing of developmental quantities of SYNOVIR, which increased expenses
approximately $508,000; research and development personnel costs which increased
by approximately $353,000; and other research and development expenses, which
rose approximately $539,000. Research and development expenses associated with
the immunotherapeutic programs are anticipated to increase to an even greater
degree as the Company expects to incur substantial regulatory and clinical trial
related expenses related to the filing of an NDA for SYNOVIR. Selling, general
and administrative expenses for the nine-month period ended September 30, 1996
increased approximately $724,000, to $2,763,000 as compared to the 1995
comparable period, primarily due to the amortization of the convertible
debenture offering cost, the addition of product liability insurance and the
initial costs associated with market development activities leading to the
commercialization of SYNOVIR.
Net loss, applicable to common shareholders for the nine-month period ended
September 30, 1996 was approximately $12,649,000, an increase of approximately
$5,883,000, or 87%, over the comparable period in 1995, due primarily to the
increase in research and development spending as the Company moves toward the
filing of its first NDA.
12
Three-month period ended September 30, 1996 vs
Three-month period ended September 30, 1995
Revenues for the three-month period ended September 30, 1996 were approximately
$814,000, which was an increase of approximately $401,000, over the comparable
period in 1995. Chiral intermediate revenues decreased $69,000 to $78,000 for
the three-month period of 1996, as compared to the comparable 1995 period. The
decrease in chiral intermediate revenues was due primarily to the sporadic
nature of orders. Chiral research contract revenues for the third quarter were
$377,000, which was an increase of approximately $232,000 over the third quarter
of 1995. The increase in chiral contract revenue was due primarily to the
expansion of an ongoing project with a major multi-national agrochemical
company. Revenue backlog at September 30, 1996, for chiral intermediates and
research contracts, was approximately $1,013,000. Investment income increased
$239,000, compared to the third quarter of 1995, due to the increase in funds
invested. Investment income is expected to decline as the Company continues to
utilize its funds towards the commercialization of SYNOVIR.
For the third quarter ended September 30, 1996, cost of goods sold increased
$69,000, or 42%, to $234,000 (which includes certain fixed manufacturing costs)
as compared to the third quarter of 1995, due to an increase in fixed
manufacturing expenses. Research and development expenses for the three-month
period ended September 30, 1996 increased by $2,958,000, or 174%, to $4,661,000
as compared to the same period in 1995. This increase was due primarily to
approximately $2.3 million in higher expenses associated with the
immunotherapeutic program and approximately $623,000 in expenses for the chiral
research group. The increase in expenses associated with immunotherapeutic
programs reflected growing preclinical and clinical trials expenses, which
increased approximately $1.4 million; regulatory and compliance expenses, which
increased approximately $500,000, research and development personnel costs which
increased by approximately $255,000; manufacturing of developmental quantities
of SYNOVIR which increased approximately $33,000; and other research and
development expenses, which increased approximately $112,000. Research and
development expenses associated with the immunotherapeutic programs are
anticipated to increase to an even greater degree as the Company expects to
incur substantial regulatory and clinical trial related expenses relating to
filing an NDA for SYNOVIR. Selling, general and administrative expenses for the
three-month period ended September 30, 1996 increased $600,000, or 89%, to
$1,274,000 as compared to the 1995 comparable period due primarily to the
addition of product liability insurance and the initial costs associated with
market development activities leading to the commercialization of SYNOVIR.
Net loss, applicable to common shareholders, for the three-month period ended
September 30, 1996 was approximately $5,807,000 which was an increase of
approximately $3,444,000, or 146%, over the comparable period in 1995, due to
the increase in R&D expenditures for the immunotherapeutic program.
Other Matters
A New Drug Application (NDA) for SYNOVIR for the treatment of ENL (erythema
nodosum leprosum), a severe leprosy-related inflammatory condition, will be
submitted to the Food and Drug Administration (FDA) prior to year-end. The
Company has completed the pivotal clinical trial for SYNOVIR for severe weight
loss (cachexia) associated with AIDS, and anticipates the announcement of
results early in the first quarter of 1997. This will be followed shortly
thereafter by a submission of an NDA, assuming satisfactory safety and efficacy
data. In addition, SYNOVIR Phase II clinical trials for the
13
treatment of chronic intractable diarrhea in HIV positive patients are
progressing.
Cautionary Statements For Forward Looking Information
The Management Discussion and Analysis of Financial Condition and Results of
Operations provided above contains certain forward-looking statements which
involve known and unknown risks, delays, uncertainties and other factors not
under the Company's control which may cause actual results, performance or
achievements of the Company to be materially different from the results,
performance or other expectations implied by these forward looking statements.
These factors include results of current or pending clinical trials, actions by
the FDA and those factors detailed in the company's filings with the Securities
and Exchange Commission.
14
PART II - OTHER INFORMATION
Item 1.- None
Item 2.- None
Item 3.- None
Item 4.- None
Item 5.- None
Item 6.- Exhibits
(a) 3.2 Celgene Corporation By-laws as amended and restated as of
September 16, 1996 (incorporated by reference to the Company's
Current Report on Form 8-K filed on September 16, 1996).
10.28 Rights Agreement dated as of September 16, 1996 between Celgene
Corporation and American Stock Transfer & Trust Company
(incorporated by reference to the Company's Registration
Statement on Form 8-A filed on September 16, 1996).
27 Financial Data Schedule - Article 5 for third quarter Form 10-Q.
(b) A Current Report on Form 8-K with respect to Item 5 of Form 8-K
was filed on September 16, 1996.
15
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.
CELGENE CORPORATION
DATE November 14, 1996 BY /s/ John W. Jackson
------------------------------ --------------------------------------
John W. Jackson
Chairman of the Board
Chief Executive Officer
DATE November 14, 1996 BY /s/ Sanford Kaston
------------------------------ -------------------------------------
Sanford Kaston
Controller
(Chief Accounting Officer)
16
STATEMENT OF DIFFERENCES
The registered symbol shall be expressed as (R)