1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OF 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994 Commission File Number 0-13580
SUFFOLK BANCORP
(Exact name of registrant as specified in its charter)
New York 11-2708279
(State or other jurisdiction of (IRS Employer
incorporation or organization) dentification No.)
6 West Second Street, Riverhead, New York 11901
(Address of principal executive offices)
Registrant's telephone number, including area code: (516) 727-2700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $5 Par Value
(Title of Class)
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 .
--- ---
Class of Common Stock Number of Shares Outstanding as of February 23, 1995
--------------------- ----------------------------------------------------
$ 5 Par Value 3,799,642
The aggregate market value of the Registrant's Common Stock (based on the most
recent sale at $27.25 on March 21, 1995) held by non-affiliates was
approximately $98,148,423.
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DOCUMENT INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held April 11, 1995, filed on March 15, 1995. (Part III)
ITEM 1. Business
SUFFOLK BANCORP ("Registrant")
Registrant was incorporated on January 2, 1985 for the purpose of becoming a
bank holding company. On that date, the Registrant acquired, and now owns, all
of the outstanding capital stock of The Suffolk County National Bank. On July
14, 1988, the Registrant acquired and now owns all the outstanding capital stock
of Island Computer Corporation of New York, Inc. The business of the Registrant
consists primarily of the ownership, supervision, and control of its
subsidiaries. On April 11, 1994, the Registrant acquired all the outstanding
capital stock of Hamptons Bancshares, Inc. and merged it into a subsidiary.
The registrant's chief competition is local banking institutions with main or
branch offices in the service area of The Suffolk County National Bank,
including North Fork Bank and Trust Co., and Bridgehampton National Bank.
Additionally, New York City money center banks and regional banks provide
competition. These banks include Bank of New York, Chemical Bank, Fleet Bank,
European American Bank and National Westminster Bank USA.
Registrant and its subsidiaries had 375 full-time and 43 part-time employees as
of December 31, 1994.
THE SUFFOLK COUNTY NATIONAL BANK ("Bank")
The Suffolk County National Bank of Riverhead was organized under the National
Banking laws of the United States of America on January 6, 1890. The Bank is a
member of the Federal Reserve System, and its deposits are insured by the
Federal Deposit Insurance Corporation to the extent provided by law.
Directed by members of the communities it serves, the Bank's main service area
includes the towns of Brookhaven, Islip, Riverhead, Southampton, and Southold.
The main office of the Bank is situated at 6 West Second Street, Riverhead, New
York. Its branch offices are located at Bohemia, Center Moriches, Cutchogue,
East Hampton, Hampton Bays, Mattituck, Medford, Miller Place, Montauk,
Riverhead, Port Jefferson, Sag Harbor, Shoreham, Southampton, Wading River,
Water Mill, and Westhampton Beach, New York.
The Bank is a full-service bank serving the needs of the local residents of
eastern Suffolk County. Approximately 90 percent of the Bank's business is
devoted to rendering services to those residing in the immediate area of the
Bank's main and branch offices. Among the services rendered by the Bank are the
maintenance of checking accounts, savings accounts, time and savings
certificates, money market accounts, negotiable-order-of-withdrawal accounts,
holiday club accounts and individual retirement accounts; the making of secured
and unsecured loans, including commercial loans to individuals, partnerships and
corporations, agricultural loans to farmers, installment loans to finance small
businesses, mobile home loans, automobile loans, home equity and real estate
mortgage loans; the maintenance of safe deposit boxes; the performance of trust
and estate services, the sale of mutual funds and annuities, and the maintenance
of a master pension plan for self-employed individuals' participation. The
business of the Bank is only mildly seasonal, as a great majority of the Bank's
business is devoted to those residing in the Bank's service area.
ISLAND COMPUTER CORPORATION OF NEW YORK, INC. ("Island Computer")
Island Computer Corporation of New York, Inc. is a data processing company which
serves several bank and thrift institutions, including The Suffolk County
National Bank.
(2)
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Supervision and Regulation
References in this section to applicable statutes and regulations are brief
summaries only, and do not purport to be complete. The reader should consult
such statutes and regulations themselves for a full understanding of the
details of their operation.
SUFFOLK is a bank holding company registered under the BHC Act, and is subject
to supervision and regulation by the Federal Reserve Board. Federal laws
subject bank holding companies to particular restrictions on the types of
activities in which they may engage, and to a range of supervisory requirements
and activities, including regulatory enforcement actions for violation of laws
and policies.
Activities "Closely Related" to Banking.
The BHC Act prohibits a bank holding company, with certain limited exceptions,
from acquiring direct or indirect ownership or control of any voting shares of
any company which is not a bank or from engaging in any activities other than
those of banking, managing or controlling banks and certain other subsidiaries,
or furnishing services to or performing services for its subsidiaries. One
principal exception to these prohibitions allows the acquisition of interests
in companies whose activities are found by the Federal Reserve Board, by order
or regulation, to be so closely related to banking, managing, or controlling
banks as to be a proper incident thereto.
Safe and Sound Banking Practices.
Bank holding companies are not permitted to engage in unsafe and unsound
banking practices. The Federal Reserve Board may order a bank holding company
to terminate an activity or control of a nonbank subsidiary if such activity or
control constitutes a significant risk to the financial safety, soundness or
stability of a subsidiary bank and is inconsistent with sound banking
principles. Regulation Y also requires a holding company to give the Federal
Reserve Board prior notice of any redemption or repurchase of its own equity
securities, if the consideration to be paid, together with the consideration
paid for any repurchases or redemptions in the preceding year, is equal to 10%
or more of the company's consolidated net worth.
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") expanded the Federal Reserve Board's authority to prohibit activities
of bank holding companies and their nonbanking subsidiaries which represent
unsafe and unsound banking practices or which constitute violations of laws or
regulations. Notably, FIRREA increased the amount of civil money penalties which
the Federal Reserve Board can assess for such practices or violations. The
penalties can be as high as $1 million per day. FIRREA also expanded the scope
of individuals and entities against which such penalties may be assessed.
Annual Reporting; Examinations.
SUFFOLK is required to file an annual report with the Federal Reserve Board,
and such additional information as the Federal Reserve Board may require
pursuant to the BHC Act. The Federal Reserve Board may examine a bank holding
company or any of its subsidiaries, and charge the company for the cost of such
an examination. SUFFOLK is also subject to reporting and disclosure
requirements under state and federal securities laws.
(3)
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Imposition of Liability for Undercapitalized Subsidiaries.
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
required each federal banking agency to revise its risk-based capital standards
to ensure that those standards take adequate account of interest rate risk,
concentration of credit risk and the risks of non-traditional activities, as
well as reflect the actual performance and expected risk of loss on multi-family
mortgages. The new law also required each federal banking agency to specify, by
regulation, the levels at which an insured institution would be considered "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized" and "critically undercapitalized." Under the regulations
adopted by the banking agencies, SCNB would be deemed to be "well capitalized."
FDICIA requires bank regulators to take "prompt corrective action" to resolve
problems associated with insured depository institutions. In the event an
institution becomes "undercapitalized," it must submit a capital restoration
plan. If an institution becomes "significantly undercapitalized" or "critically
undercapitalized," additional and significant limitations are placed on the
institution. The capital restoration plan of an undercapitalized institution
will not be accepted by the regulators unless each company "having control of"
the undercapitalized institution "guarantees" the subsidiary's compliance with
the capital restoration plan until it becomes "adequately capitalized." SUFFOLK
has control of SCNB for purpose of this statute.
Additionally, Federal Reserve Board policy discourages the payment of dividends
by a bank holding company from borrowed funds as well as payments that would
adversely affect capital adequacy. Failure to meet the capital guidelines may
result in institution by the Federal Reserve Board of appropriate supervisory
or enforcement actions.
Acquisitions by Bank Holding Companies.
The BHC Act requires every bank holding company to obtain the prior approval of
the Federal Reserve Board before it may acquire all or substantially all of the
assets of any bank, or ownership or control of any voting shares of any bank,
if after such acquisition it would own or control, directly or indirectly, more
than 5% of the voting shares of such bank. In approving bank acquisitions by
bank holding companies, the Federal Reserve Board is required to consider the
financial and managerial resources and future prospects of the bank holding
company and the banks concerned, the convenience and needs of the communities
to be served, and various competitive factors. The Attorney General of the
United States may, within 30 days after approval of an acquisition by the
Federal Reserve Board, bring an action challenging such acquisition under the
federal antitrust laws, in which case the effectiveness of such approval is
stayed pending a final ruling by the courts.
Interstate Acquisitions.
The Federal Reserve Board will only allow the acquisition by a bank holding
company of an interest in any bank located in another state if the statutory
laws of the state in which the target bank is located expressly authorize such
acquisition. New York banking laws permit, in certain circumstances,
out-of-state bank holding companies to acquire certain existing banks and bank
holding companies in New York.
Banking Regulation.
SCNB is a national bank, which is subject to regulation and supervision by the
Comptroller. SCNB is subject to the requirements and restrictions under federal
law, including requirements to maintain reserves against deposits, restrictions
on the types and amounts of loans that may be granted and the interest that may
be charged thereon, and limitations on the types of investments that may be
made and the types of services that may be offered. Various consumer laws and
regulations also affect the operations of the banks.
(4)
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Restrictions on Transactions with Affiliates.
Section 23A of the Federal Reserve Act imposes quantitative and qualitative
limits on transactions between a bank and any affiliate, and also requires
certain levels of collateral for such loans. It also limits the amount of
advances to third parties which are collateralized by the securities or
obligations of SUFFOLK or its subsidiaries.
Among other things, Section 23B requires that certain transactions between
SCNB's affiliates must be on terms substantially the same, or at least as
favorable, as those prevailing at the time for comparable transactions with or
involving other nonaffiliated companies. In the absence of such comparable
transactions, any transaction between SUFFOLK and its affiliates must be on
terms and under circumstances, including credit standards, that in good faith
would be offered to or would apply to nonaffiliated companies.
Restrictions on Subsidiary Bank Dividends.
The Federal Reserve Board and the Comptroller have each issued policy
statements to the effect that bank holding companies and national banks should
generally only pay dividends out of current operating earnings. The prior
approval of the Comptroller is required if the total of all dividends declared
by the board of directors of a national bank in any calendar year will exceed
the aggregate of the bank's net profits (as defined by regulatory authorities)
for that year and its retained net profits for the preceding two years. In
addition, national banks can pay dividends only to the extent that retained net
profits exceed "bad debts," which are generally defined to include the
principal amount of loans that are in arrears as to interest by six months or
more and that are not secured and that are not in the process of collection. As
of September 30, 1993, SCNB could have declared additional dividends to SUFFOLK
of approximately $14.1 million without regulatory approval or restriction.
Federal banking regulators also may prohibit federally insured banks from
paying dividends if the payment of such dividend would leave the bank
"undercapitalized" as defined in FDICIA and the implementing regulations or the
payment of dividends would, in light of the financial condition of such bank,
constitute an unsafe or unsound practice.
Examinations.
The FDIC periodically examines and evaluates insured banks. Based upon such an
evaluation, the FDIC may revalue the assets of an insured institution and
require that it establish specific reserves to compensate for the difference
between the FDIC-determined value and the book value of such assets. Effective
December 19, 1992, FDICIA requires that these on-site examinations be conducted
every 18 months until December 31, 1993, except that certain
less-than-satisfactory institutions must be examined every 12 months.
Thereafter, the examinations are to be conducted every 12 months, except that
certain well capitalized banks may be examined every 18 months. FDICIA
authorizes the FDIC to assess the institution for its costs of conducting the
examinations. The rules and regulations of the Comptroller also provide for
periodic examinations by those agencies.
Standards for Safety and Soundness.
As part of the FDICIA's efforts to promote the safety and soundness of
depository institutions and their holding companies, the appropriate federal
banking regulators are required to promulgate by December 1, 1993 regulations
specifying operational and management standards (addressing internal controls,
loan documentation, credit underwriting and interest rate risk) and asset
quality, earnings and stock valuation standards (including a minimum ratio of
market value to book value of the publicly traded shares of such depository
institutions and holding companies). The Federal Reserve Board issued on April
19, 1993, proposed regulations on standards for safety and soundness, and is
seeking public comment on this proposal. The impact of these regulations is
difficult to determine until final regulations are issued. The proposed
regulations did not address standards for a minimum ratio of market value to
book value because the Board found that market value is affected by factors
unrelated to safety and soundness.
(5)
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Expanding Enforcement Authority.
One of the major additional burdens imposed on the banking industry by FDICIA
is the increased ability of banking regulators to monitor the activities of
banks and their holding companies. In addition, the Federal Reserve Board,
Comptroller and FDIC are possessed of extensive authority to police unsafe or
unsound practices and violations of applicable laws and regulations by
depository institutions and their holding companies. For example, the FDIC may
terminate the deposit insurance of any institution which it determines has
engaged in an unsafe or unsound practice. The agencies can also assess civil
money penalties of up to $1 million per day, issue cease and desist or removal
orders, seek injunctions, and publicly disclose such actions. FDICIA, FIRREA
and other laws have expanded the agencies' authority in recent years, and the
agencies have not yet fully tested the limits of their powers.
Recent Legislation
As a consequence of the extensive regulation of commercial banking activities
in the United States, the business of Suffolk and its subsidiaries are
particularly susceptible to being affected by enactment of federal and state
legislation which may have the effect of increasing or decreasing the cost of
doing business, modifying permissible activities or enhancing the competitive
position of other financial institutions.
In 1994 the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
was enacted by Congress. Under the act, begining on September 29, 1995, bank
holding companies may acquire banks in any state, notwithstanding contrary
state law, and all banks commonly owned by a bank holding company may act as
agents for one another. An agent bank may receive deposits, renew time
deposits, accept payments, and close and service loans for its principal banks
but will not be considered to be a branch of the principal banks.
Banks also may merge with banks in another state and operate either office as a
branch, pre-existing contrary state law notwithstanding. This law becomes
automatically effective in all states on June 1, 1997, unless (1) the law
becomes effective in a given state at any earlier date through legislation in
that state; or (2) the law does not become effective at all in a given state if
by legislation enacted before June 1, 1997, that state opts out of coverage by
the interstate branching provision. Upon consummation of an interstate merger,
the resulting bank may acquire or establish branches on the same basis that any
participants in the merger could have if the merger had not taken place.
Banks may also merge with branches of banks in other states without merging
with the banks themselves, or may establish de novo branches in other states,
if the laws of the other states expressly permit such mergers or such
interstate de novo branching.
Governmental Monetary Policies and Economic Conditions
The principal sources of funds essential to the business of banks and bank
holding companies are deposits, stockholder's equity and borrowed funds. The
availability of these various sources of funds and other potential sources,
such as preferred stock or commercial paper, and the extent to which they are
utilized, depends on many factors, the most important of which are the FRB's
monetary policies and the relative costs of different types of funds. An
important function of the FRB is to regulate the national supply of bank credit
in order to combat recession and curb inflationary pressure. Among the
instruments of monetary policy used by the Federal Reserve Board to implement
these objections are open market operations in United States Government
securities, changes in the discount rate on bank borrowings, and changes in
reserve requirements against bank deposits. The monetary policies of the FRB
have had a significant effect on the operating results of commercial banks in
the past and are expected to continue to do so in the future. In view of the
recent changes in regulations affecting commercial banks and other actions and
proposed actions by the federal government and its monetary and fiscal
authorities, including proposed changes in the structure of banking in the
United States, no prediction can be made as to future changes in interest
rates, credit availability, deposit levels, the overall performance of banks
generally or Suffolk and its subsidiaries in particular.
(6)
7
STATISTICAL DISCLOSURE
Pages 6 through 17 of this Annual Report to Shareholders for the fiscal year
ended December 31, 1994.
ITEM 2. Properties
Registrant
Registrant as such has no physical properties. Office facilities of the
Registrant are located at 6 West Second Street, Riverhead, New York.
Bank
The Bank's main offices are also located at 6 West Second Street, Riverhead, New
York, which the Bank owns in fee. The Bank owns a total of 17 buildings in fee,
and holds 11 buildings under lease agreements.
Island Computer
Island Computer's offices are located at 40 Orville Drive, Bohemia, New York,
which Island Computer holds under a lease agreement.
In the opinion of management of the Registrant, the physical facilities are
suitable and adequate and at present are being fully utilized. The Company,
however, is evaluating future needs, and anticipates changes in its facilities
during the next several years.
ITEM 3. Legal Proceedings
There are no material legal proceedings, individually or in the aggregate to
which the Registrant or its subsidiaries are a party or of which any of the
property is subject.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters
Pages 6 and 20 of this Annual Report to Shareholders for the fiscal year ended
December 31, 1994.
At December 31, 1994, there were approximately 1,700 equity holders of record of
the Company's common stock.
(7)
8
ITEM 6. Selected Financial Data
Page 31 of this Annual Report to Shareholders for the fiscal year ended December
31, 1994.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Pages 7 through 17 of this Annual Report to Shareholders for the fiscal year
ended December 31, 1994.
ITEM 8. Financial Statements and Supplementary Data
Pages 18 to 31 of this Annual Report to Shareholders for the fiscal year ended
December 31, 1994.
The Company's annual report to shareholders was incorrect with respect to the
pro forma results of operations disclosed in footnote 2 to the financial
statements on page 23. The following table presents that information correctly.
Unaudited Pro Forma Results of Operations: (in thousands of dollars except share
and per-share data)
December 31, 1994 1993
---------------------------------------------------------------------------------------------------------------------------
Interest income $54,527 $55,582
Interest expense 16,481 17,542
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Net interest income 38,046 38,040
Provision for possible loan losses 805 1,398
Other income 5,906 6,554
Other expenses 30,321 31,223
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Net operating expense 25,220 24,669
Income before taxes and cumulative effect
of change in accounting principle 12,826 11,973
Provision for income taxes 4,713 4,162
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Income before cumulative effect of change in accounting principle 8,113 7,811
Cumulative effect of change in accounting principle - 665
---------------------------------------------------------------------------------------------------------------------------
Net income $ 8,113 $ 8,476
Earnings-per-share $ 2.13 $ 2.24
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Average shares 3,800,250 3,792,045
===========================================================================================================================
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
ITEM 10. Directors and Executive Officers of the Registrant
Pages 2 - 8 of Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held on April 11, 1995 is incorporated herein by reference.
(8)
9
Executive Officers
Name Age Position Business Experience
-------------------------------------------------------------------------------------------------------------
Edward J. Merz 63 President & Chief 12/87 - 12/94 President & CEO
Executive Officer 9/75 - 12/87 President & CAO
Employed by The Suffolk County National Bank
Since September 1975
Victor F. Bozuhoski, Jr. 56 Executive Vice President & 12/88 - 12/94 EVP & CFO
Chief Financial Officer 12/87 - 12/88 EVP & Comptroller, CFO
12/85 - 12/87SVP & Comptroller
1/78 - 12/85 VP & Comptroller
Employed by The Suffolk County National Bank
Since September 1965.
Ronald M. Krawczyk 45 Executive Vice President 4/94 - 12/94 EVP
1/93 - 4/94 President & Chief Executive Officer
Bank of the Hamptons
Officer of Bank of the Hamptons since 1984
Employed by The Suffolk County National Bank
Since April 1994
Robert C. Dick 45 Senior Vice President 12/88 - 12/94 SVP
4/88 - 12/88 SVP & Compliance Officer
12/82 - 4/88 VP
Employed by The Suffolk County National Bank
Since January 1980
Thomas S. Kohlmann 48 Senior Vice President 2/92 - 12/94 SVP
1980 - 1992 SVP Marine Midland Bank
Employed by The Suffolk County National Bank
Since February 1992
Alexander B. Doroski 46 Senior Vice President, 4/88 - 12/94 SVP & Chief Operations Officer
Cashier & Chief Operations 12/85 - 4/88 VP & Cashier
Officer 12/80 - 12/85 VP
Employed by The Suffolk County National Bank
Since April 1971
John F. Hanley 48 Senior Vice President 4/86 - 12/94 SVP
12/80 - 4/86 VP
Employed by The Suffolk County National Bank
Since September 1971
J. Gordon Huszagh 41 Senior Vice President & 12/92 - 12/94 SVP & Comptroller
Comptroller 12/88 - 12/92 VP & Comptroller
12/86 - 12/88 VP
1/83 - 12/86 Auditor
Employed by The Suffolk County National Bank
Since January 1983
Augustus C. Weaver 52 President, Island Computer 2/87 - 12/94 President Island Computer Corporation of New York,
Inc.
2/86 - 2/87 Director of Data Processing and Corporate Planning,
Southland Frozen Food Corporation
2/62 - 2/86 First VP & Director of Operations, Long Island
Savings Bank
---------------------------------------------------------------------------------------------------------------------------------
ITEM 11. Executive Compensation
Pages 3 - 8 of Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held on April 11, 1995 is incorporated herein by reference.
(9)
10
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
Pages 2, 4, 5, 6, and 8 of Registrant's Proxy Statement for its Annual Meeting
of Shareholders to be held on April 11, 1995 is incorporated herein by
reference.
ITEM 13. Certain Relationships and Related Transactions
Pages 7 and 8 of Registrant's Proxy Statement for its Annual Meeting of
Shareholders to be held on April 11, 1995 is incorporated herein by reference.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
The following consolidated financial statements of the Registrant and
Subsidiaries, and the accountant's report thereon, included on Page 18 through
32 inclusive, of Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1994.
Financial Statements (Consolidated)
Statements of Condition - December 31, 1994 and 1993
Statements of Income - For the years ended December 31, 1994, 1993, and
1992
Statements of Changes in Stockholders' Equity - For the years ended
December 31, 1994, 1993, and 1992
Statements of Cash Flows - For the years ended December 31, 1994, 1993,
and 1992
Notes to Consolidated Financial Statements
EXHIBITS
The following exhibits, which supplement this report, have been filed with
the Securities and Exchange Commission. Suffolk Bancorp will furnish a copy
of any or all of the following exhibits to any person so requesting in
writing to Secretary, Suffolk Bancorp, 6 West Second Street, Riverhead,
New York 11901.
A. Certificate of Incorporation of Suffolk Bancorp (filed by incorporation
by reference to Suffolk Bancorp's Form 10-K for the fiscal year ended
December 31, 1985, filed March 18, 1986)
B. Bylaws of Suffolk Bancorp (filed by incorporation by reference to
Suffolk Bancorp's Form 10-K for the fiscal year ended December 31,
1985, filed March 18, 1986.)
The following Exhibit is submitted herewith:
C. Notice of Annual Meeting and Proxy Statement.
Reports on Form 8-K
There were no reports filed on Form 8-K for the three month period ended
December 31, 1994.
(10)
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Pursuant to the requirements of Section 13 or 15 (d) 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.
SUFFOLK BANCORP March 28, 1995
--------------------
(Registrant)
By /s/ Raymond A. Mazgulski
--------------------------------------
RAYMOND A. MAZGULSKI
Chairman of the Board
By /s/ Edward J. Merz
-------------------------------------
EDWARD J. MERZ
President
Chief Executive Officer
Director
By /s/ Victor F. Bozuhoski, Jr.
-------------------------------------
VICTOR F. BOZUHOSKI, JR.
Executive Vice President,
Chief Financial Officer & Treasurer
/s/ Joseph A. Deerkoski /s/ Howard M. Finkelstein
-------------------------------- ------------------------------------
JOSEPH A. DEERKOSKI HOWARD M. FINKELSTEIN
Director Director
/s/ Edgar F. Goodale /s/ J. Douglas Stark
------------------------------- ------------------------------------
EDGAR F. GOODALE J. DOUGLAS STARK
Director Director
/s/ Hallock Luce 3rd /s/ Peter Van de Wetering
----------------------------- ------------------------------------
HALLOCK LUCE 3RD PETER VAN DE WETERING
Director Director
/s/ Bruce Collins /s/ John J. Raynor
---------------------------- ------------------------------------
BRUCE COLLINS JOHN J. RAYNOR
Director Director
EXHIBIT INDEX
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Description Exhibit Pages
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1994 Annual Report to Shareholders 13 1-36
Financial Data Schedule 27
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