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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURIT
EXCHANGE ACT OF 1934
For the transition period from _________________ to ________________________
Commission file number 1-12688
STEWART INFORMATION SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1677330
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1980 Post Oak Blvd., Houston, TX 77056
(Address of principal executive offices)
(Zip Code)
(713) 625-8100
(Registrant's telephone number, including area code)
________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
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, 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.
Common 5,847,003
Class B Common 525,006
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FORM 10-Q
QUARTERLY REPORT
Quarter Ended June 30, 1995
TABLE OF CONTENTS
Item No. Page
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Part I
1. Financial Statements 1
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5
Part II
1. Legal Proceedings 10
6. Exhibits and Reports on Form 8-K 13
Signature 30
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STEWART INFORMATION SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE SIX MONTHS AND QUARTER ENDED
June 30, 1995 and 1994
SECOND QUARTER SIX MONTHS
1995 1994 1995 1994
------ ------ ------ ------
($000 Omitted) ($000 Omitted)
Revenues
Title premiums, fees and related revenues 63,019 76,321 118,043 156,444
Investment income 3,309 2,989 6,627 6,062
Investment gains (losses) 300 (201) 353 377
Other income 699 740 352 1,377
------ ------ ------- -------
67,327 79,849 125,375 164,260
Expenses
Employee costs 33,879 38,901 65,852 80,040
Other operating expenses 21,615 24,175 40,804 46,525
Title losses and related claims 6,406 11,410 13,033 23,210
Depreciation and amortization 2,416 1,847 4,679 3,679
Interest 263 124 415 267
Minority interests 275 232 233 548
------ ------ ------- -------
64,854 76,689 125,016 154,269
Income before taxes 2,473 3,160 359 9,991
Income taxes 798 856 111 3,247
------ ------ ------- -------
Net income 1,675 2,304 248 6,744
====== ====== ======= =======
Average number of shares outstanding (000) 6,228 6,204 6,223 6,189
Earnings per share
Net income 0.27 0.37 0.04 1.09
====== ====== ======= =======
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STEWART INFORMATION SERVICES CORPORATION
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995 AND DECEMBER 31, 1994
JUN 30 DEC 31
1995 1994
-------- ---------
($000 Omitted)
Assets
Cash and cash equivalents 15,887 16,214
Investments - statutory reserve fund 115,795 105,642
Investments - other 82,788 90,737
Receivables 33,220 29,440
Property and equipment, net 24,698 24,778
Title plants 19,484 14,369
Other 43,196 43,996
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335,068 325,176
======= =======
Liabilities
Notes payable 14,286 7,865
Accounts payable and accrued liabilities 20,483 21,968
Estimated title losses 133,147 134,316
Minority interest 4,520 4,674
Contingent liabilities and commitments
Stockholders' equity
Common and Class B Common Stock and
additional paid-in capital 49,215 48,962
Net unrealized investment gains/(losses), less
deferred taxes of $530 and ($2,888) 985 (5,363)
Retained earnings 112,432 112,754
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Total stockholders' equity ($26.11 per share at
June 30, 1995) 162,632 156,353
------- -------
335,068 325,176
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STEWART INFORMATION SERVICES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
1995 1994
-------- --------
($000 Omitted)
Net cash flow (used) provided by operating activities (Note) (3,343) 15,288
Cash flow from investing activities:
Purchases of property and equipment and title plants, less capital
leases - net (3,644) (7,066)
Proceeds of investments matured to sold 36,011 35,386
Purchases of investments, excluding mortgage loans (28,780) (58,565)
Increases in mortgages and other notes (766) (1,462)
Collections on mortgages and other notes 759 1,453
Cash paid in the purchase of subsidiaries - net (2,615) (968)
Proceeds from issuance of stock 363 305
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Net cash provided (used) by investing activities 1,328 (30,917)
Cash flow from financing activities:
Dividends paid (570) (550)
Proceeds of notes payable 3,948 2,377
Payments on notes payable and capital leases (1,690) (2,809)
------- -------
Net cash provided (used) by financing activities 1,688 (982)
------- -------
Net decrease in cash equivalents (327) (16,611)
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NOTE: Reconciliation of net income to above amounts:
Net income 248 6,744
Add (deduct):
Depreciation and amortization 4,679 3,679
Provision for title losses (less than) in excess of payments (1,169) 13,352
Provision for uncollectible amounts 413 987
(Increase) decrease in accounts receivable, net (3,143) 133
Decrease in accounts payable and accrued liabilities - net (4,432) (7,900)
Minority interest expense 233 548
Equity in net earnings of investees 109 (1,070)
Realized investment losses (gains) - net 353 (377)
Other, net (634) (808)
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Net cash flow (used) provided by operating activities (3,343) 15,288
======= ======
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STEWART INFORMATION SERVICES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
==========================================================================
Note 1: Interim Financial Statements
The financial information contained in this report for the six month
periods ended June 30, 1995 and 1994, and as at June 30, 1995, is unaudited.
In the opinion of management, all adjustments necessary for a fair presentation
of this information for all unaudited periods, consisting only of normal
recurring accruals, have been made. The results of operations for the interim
periods are not necessarily indicative of results for a full year.
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Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations
______________________________________________________________________________
A comparison of the results of operations of the Company for the first six
months of 1995 with the first six months of 1994 follows:
General
The Company's dominant segment of operations is the land title business. In
general, the principal factors which contribute to increases in title revenues
include declining mortgage interest rates (which usually increase home sales),
increases in refinancing ("refis") transactions, rising home prices, higher
premium rates, increased market share, additional revenues from new offices and
increased revenue from non-residential commercial transactions. Although
relatively few in number, large commercial transactions usually yield higher
premiums.
Revenues
The Company's revenues from title premiums and fees fell $38.4 million, or
24.5%, in the first six months of 1995 as compared to the first six months of
1994. The Company did not benefit in the first quarter of 1995 from a high
volume of loan refinancings like the first quarter of 1994.
Regular business declined also from the same period a year ago. Volume in the
first quarter of 1994 was driven by low mortgage interest rates, which began a
steady rise in February 1994, and peaked at the 9.7% level in December 1994. A
gradual decline in rates began in the early months of 1995, dropping below the
8% level in May.
The number of closings handled by the Company were down 33.0% primarily because
of the reduction in refinancing transactions, as well as regular transactions,
resulting from the rise in mortgage rates noted above. Closings decreased in
California, Texas, Florida, Colorado and most of the company's other major
markets. The average revenue per closing rose 11.1% primarily because regular
transactions generate higher premiums than refi transactions. Premium revenues
from new and existing agents decreased 30.0% in 1995 over 1994.
Investment income was up 9.3% in 1995 due to an increase in the average balance
invested.
Expenses
Employee expenses decreased $14.2 million, or 17.7% in 1995 primarily because
of a decrease in the average number of employees from 4,079 a year ago to 3,423
in 1995. The decrease in staff in 1995 was primarily in Texas, California and
Florida. While the Company has reduced overall employee expenses, employee
expenses of the systems development and programming operations increased. Most
of the increase was attributable to developing new, or significantly improving,
existing operating processes. These expenditures are expected to add customer
revenues and reduce operating expenses and title losses in the future.
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Other operating expenses decreased by $5.7 million, or 12.3%, in 1995 primarily
because of the decrease in volume which reduced supplies, premium taxes,
advertising, bad debts and title plant expenses. Other operating expenses
include office rent, telephone, policy forms, delivery expenses, travel and
fees paid to attorneys for examination and closing services.
Provisions for title losses and related claims were down $10.2 million in 1995.
The Company's recent experience in claims has improved significantly as a
result of the Company's programs designed to curtail claims and improve
recoveries on claims. The first six months of 1995 included larger than usual
recoveries. As a percentage of title premiums, fees and related revenues,
provisions decreased to 11.0% in 1995 versus 14.8% in 1994. The ratio was
13.9% for the full year 1994.
In December 1994 the California Board of Equalization ruled in favor of the
Company concerning an assessment previously filed against the Company for
certain additional premium taxes for the year 1987; however, an assessment for
retaliatory premium taxes for 1987 is still pending. The amount of the
remaining assessment is $1.1 million, excluding interest and penalties. The
Company cannot predict the results of this assessment nor can the Company
predict whether California will assess additional taxes for years subsequent to
1989 or the amount of any such assessments, if made. No assessments were made
for the years 1988 or 1989 and those years are barred from assessments.
The provision for income taxes represented a 30.9% effective tax rate in 1995
and 32.5% effective tax rate in 1994.
Liquidity and capital resources
Operating earnings represent the primary source of financing, but this may be
supplemented by bank borrowings. The capital resources of the Company, and the
present debt-to-equity relationship, are considered satisfactory.
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Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations
______________________________________________________________________________
A comparison of the results of operations of the Company for the second quarter
of 1995 with the second quarter of 1994 follows:
General
The Company's dominant segment of operations is the land title business. In
general, the principal factors which contribute to increases in title revenues
include declining mortgage interest rates (which usually increase home sales
and refinancing transactions), rising home prices, higher premium rates,
increased market share, additional revenues from new offices and increased
revenue from non-residential commercial transactions. Although relatively few
in number, large commercial transactions usually yield higher premiums.
Revenues
The Company's revenues from title premiums and fees fell $13.3 million, or
17.4%, in the second quarter of 1995 as compared to the second quarter of 1994.
The number of closings handled by the Company were down 20.9% primarily because
of a decrease in refi and regular transactions resulting from the steady rise
in mortgage interest rates that began in February 1994. A gradual decline in
rates began in the early months of 1995, dropping below the 8% level in May.
Closings decreased in Texas, California, Colorado, Florida and most of the
company's other major markets. The average revenue per closing rose 7.7%.
Premium revenues from new and existing agents decreased 35.4% in 1995 as
compared to 1994.
Investment income was up 10.7% in 1995, due to an increase in market yields.
Expenses
Employee expenses decreased $5.0 million, or 12.9%, in 1995 because of a
decrease in the average number of employees from 3,925 a year ago to 3,350 in
1995. The decrease in staff in 1995 was primarily in Texas and California.
While the Company has reduced overall employee expenses, employee expenses of
the systems development and programming operations increased. Most of the
increase was attributable to developing new, or significantly improving,
existing operating processes. These expenditures are expected to add customer
revenues and reduce operating expenses and title losses in the future.
Other operating expenses decreased by $2.6 million, or 10.6%, in 1995 primarily
because of decreased volume which reduced advertising, premium taxes and title
plant expenses. Other operating expenses include rent, supplies, telephone,
policy forms, delivery, travel and fees paid to attorneys for examination and
closing services.
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Provisions for title losses and related claims were down $5.0 million in 1995.
The Company's recent experience in claims has improved significantly as a
result of the Company's programs designed to curtail claims and improve
recoveries on claims. The first and second quarters of 1995 included larger
than usual recoveries. As a percentage of title premiums, fees and related
revenues, provisions decreased to 10.2% in 1995 versus 15.0% in 1994. The
ratio was 13.9% for the full year 1994.
In December 1994 the California Board of Equalization ruled in favor of the
Company concerning an assessment previously filed against the Company for
certain additional premium taxes for the year 1987; however, an assessment for
retaliatory premium taxes for 1987 is still pending. The amount of the
remaining assessment is $1.1 million, excluding interest and penalties. The
Company cannot predict the results of this assessment nor can the Company
predict whether California will assess additional taxes for years subsequent to
1989 or the amount of any such assessments, if made. No assessments were made
for the years 1988 or 1989 and those years are barred from assessments.
The provision for income taxes represented a 32.3% effective tax rate in 1995
and 27.1% effective tax rate in 1994. The effect tax rate in 1994 was lower
primarily because of the increase in non-taxable income from municipal bonds as
a percentage of taxable income.
Liquidity and capital resources
Operating earnings represent the primary source of financing, but this may be
supplemented by bank borrowings. The capital resources of the Company, and the
present debt-to-equity relationship, are considered satisfactory.
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PART II
Page
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Item 1. Legal Proceedings 10
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
4. - Rights of Common and Class B Common
Stockholders
10.1 - SISCO 1995 Stock Option Plan Agreement
10.2 - Executed Incentive Stock Option Agreements
27.0 - Financial data schedule
28.2 - Details of Investments as reported in the
Quarterly Report to Shareholders
(b) There were no reports on Form 8-K filed during the
quarter ended June 30, 1995
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ITEM 3. LEGAL PROCEEDINGS
On August 29, 1989, a purported class action was filed in the
Circuit Court of Milwaukee County, Wisconsin against Guaranty, eleven other
title insurance companies and nine individuals. The plaintiffs purported to
represent a class of all persons and entities in Wisconsin who purchased title
insurance and/or search and examination services from 1971 through at least
December 31, 1984. The complaint alleges that the defendants violated
Wisconsin antitrust and insurance laws by participating in a title insurance
rating bureau. Plaintiffs seek declaratory relief, treble damages in an
unspecified amount and costs and attorneys' fees. On February 1, 1990, the
defendants filed a motion to dismiss the complaint in the Circuit Court of
Milwaukee County, Wisconsin on the basis of res judicata, implied repeal of the
Wisconsin antitrust laws by the Wisconsin insurance laws, filed tariff doctrine
and statute of limitations. The Circuit Court granted the defendants' motion
on October 17, 1990. On June 19, 1991, the Circuit Court denied the
plaintiffs' motion to amend their complaint to add new plaintiffs. The
plaintiffs appealed the Circuit Court's rulings to the Court of Appeals of
Wisconsin, which certified the appeal to the Wisconsin Supreme Court on April
1, 1992. On June 9, 1993, the Supreme Court affirmed the Circuit Court's
dismissal of the case. The plaintiffs filed a motion for reconsideration in
the Wisconsin Supreme Court on or about June 28, 1993, and the defendants filed
a response on or about July 7, 1993. On or about August 17, 1993, the
Wisconsin Supreme Court denied the plaintiffs' motion. The United States
Supreme Court denied the plaintiff's petition for certiorari on
February 22, 1994.
On April 13, 1990, Walter Thomas Brown and Jeffrey L. Dziewit sued
Guaranty and five other major title insurers in a purported class action in
United States District Court for the District of Arizona. The complaint
alleges that the defendants' participation in a title insurance rating bureau
constituted a violation of federal antitrust laws. Plaintiffs seek injunctive
relief, treble damages in an unspecified amount, and costs and attorneys' fees.
The plaintiffs purport to represent a class consisting of all persons, except
officers and directors of the defendants and their immediate families, who
purchased title search and examination services from defendants in Arizona and
Wisconsin from January 7, 1981, to the present time. The District Court
granted the defendants' motion for summary judgment on March 1, 1991. On
December 28, 1992, the United States Court of Appeals for the Ninth Circuit
affirmed in part the decision of the district court, holding that the federal
class action settlement bars the plaintiffs' claims for injunctive relief, but
reversed in part the decision of the district court by holding that the federal
class action settlement does not bar the plaintiffs' claims for monetary
damages. In addition, the court held that the defendants are not protected
from the plaintiffs' claims by the state action doctrine or the filed tariff
doctrine. The title insurers filed a petition for rehearing in the Ninth
Circuit on or about January 11, 1993. On or about March 17, 1993, the Ninth
Circuit denied the petition for rehearing. On or about March 24, 1993, the
Ninth Circuit granted the title insurers' motion to stay issuance of the Ninth
Circuit's mandate for a period of ninety days, pending the title insurers'
filing of a petition for certiorari with the United States Supreme Court.
On or about June 15, 1993, the title insurers filed their petition for
a writ of certiorari. On or about October 1, 1993, counsel for the plaintiffs
and counsel for the defendants executed a "memorandum of understanding"
regarding a proposed settlement. Under an Agreement of Settlement subsequently
executed by the parties, the proposed settlement class would include persons
who purchased search and examination services in Wisconsin and Arizona from
January 1, 1981 through June 10, 1986. Members of the settlement class who
purchased from one of the defendants or their agents from 1981 through 1984
with respect to Wisconsin, or from 1981 through 1982 with respect to Arizona,
would be entitled to receive a cash payment equal to 7.7 percent of the amount
that each such class member paid for title search and examination services
(provided that the total liability of the defendants not exceed $1,587,326 in
Wisconsin and that the total liability of the defendants not exceed $1,225,200
in Arizona). Members of the
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settlement class who are eligible but do not elect to receive the cash option
would receive, without additional charge, a policy enhancement designed to
reflect the impact of inflation from January 1, 1981 to the date of any final
settlement order. Such class members and members of the settlement class who
purchased from persons other than the defendants or their agents will receive
the last $5,000 of coverage without charge in connection with any new title
insurance policy purchased from any of the defendants within one year following
any final settlement order with respect to property located either in Arizona
or Wisconsin. Members of this settlement class would have the right to "opt
out" of the proposed settlement, and the defendants would have the right to
reject the settlement if 5,000 or more members elect to opt out. The proposed
settlement, which is subject to notice and court approval pursuant to the
provisions of Federal Rule of Civil Procedure 23 and other authorities, would
result in a judgment dismissing with prejudice all claims of the settlement
class under federal and state antitrust laws as to the defendants and their
agents, officers, and employees.
On October 4, 1993, the Supreme Court granted the title insurers'
petition for a writ of certiorari. On or about April 4, 1994, the Supreme
Court dismissed the writ as improvidently granted. On June 1, 1994, the
parties jointly filed with the district court their Agreement of Settlement and
a proposed order that would preliminarily approve the proposed settlement,
authorize notice to be given to members of the settlement class, and schedule a
hearing on the proposed settlement. On or about July 5, 1994, counsel for the
plaintiffs filed "Plaintiffs" Notice of Withdrawal of Joint Request for Entry
of Preliminary Settlement Order Lodged June 1, 1994." On or about July 14,
1994, the title insurers filed their response, urging the court to enforce the
Agreement of Settlement and to enter the proposed order.
On September 19, 1989, the Federal Trade Commission ("FTC") denied
Guaranty's appeal of the Administrative Law Judge's decision in In the Matter
of Ticor Title Insurance. The FTC ordered Guaranty and the other respondents
to cease and desist from discussing, proposing, settling or filing any rates
for title search and examination services through rating bureaus in New Jersey,
Pennsylvania, Connecticut, Wisconsin, Arizona and Montana, except where such
collective activity is engaged in pursuant to clearly articulated state policy
and is actively supervised by a state regulatory agency. The Court of Appeals
for the Third Circuit reversed the FTC's decision on January 9, 1991 and held
that the collective filing of rates for title search and examination services
is immune from federal antitrust liability under the state-action doctrine.
On June 12, 1992, the Supreme Court determined that state regulators
in Wisconsin and Montana failed to actively supervise rating bureau activity in
those states and that as a result, state action immunity did not apply.
Accordingly, the Court reversed the Court of Appeals' finding with respect to
those states. The Court also remanded to the Court of Appeals with
instructions to reconsider its findings with respect to Arizona and
Connecticut. The Court did not consider defenses raised by the title insurers
other than state action immunity. On July 15, 1993, the Court of Appeals held
that the state action doctrine did not apply to the title insurers' activity in
Arizona and Connecticut. The Court of Appeals also held that the title
insurers' activity was not protected by the McCarren-Ferguson Act's exemption
for the "business of insurance" or by the exemption for petitioning of the
government. On or about August 30, 1993, the Court of Appeals denied the title
insurers' petition for rehearing. The title insurers filed a petition for a
writ of certiorari with the United States Supreme Court, which denied the
petition on March 21, 1994. The FTC's order has been modified to delete
references to New Jersey and Pennsylvania and, as modified, has become final.
On or about April 22, 1994, Harold Segall and three other plaintiffs
sued Guaranty and 10 other title insurance companies in the United States
District Court for the Eastern District of Wisconsin. The plaintiffs purport
to represent a class consisting of persons who purchased title search and
examination services from one or more of the defendants in connection with the
sale or refinancing of residential real
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estate in Wisconsin from January 7, 1981 through at least January 8, 1985.
According to the plaintiffs, the defendants violated federal antitrust law by
participating in a title insurance rating bureau through which they allegedly
agreed upon the process and other terms and conditions of sale for title search
and examination services in Wisconsin. The plaintiffs request treble damages
in an unspecified amount, costs, and attorney's fees. The plaintiffs also seek
an injunction against certain defendants other than Guaranty. On or about June
15, 1994 Guaranty filed its answer to the complaint. On or about July 8, 1994,
the plaintiffs filed a Motion to Transfer with the Judicial Panel on
Multidistrict Litigation, requesting that it transfer the action to the United
State District Court of the District of Arizona for consolidation with the
Arizona Federal proceeding, described above. Guaranty filed its opposition to
the motion on August 1, 1994.
On May 18, 1995, the plaintiffs and defendants in the consolidated
proceeding presented a proposed settlement to the United States District Court
for the District of Arizona. The proposed settlement class would include
persons who purchased search and examination services in Wisconsin and Arizona
from January 1, 1981, through June 10, 1986 from any title insurance
underwriter or agent. Members of the settlement class who purchased from 1981
through 1984 with respect to Wisconsin, or from 1981 through 1982 with respect
to Arizona, would be entitled to receive a cash payment equal to 7.7 percent of
the amount that each such class member paid for title search and examination
services (provided that the total liability of the defendants not exceed
$2,070,326 in Wisconsin and $1,996,613 in Arizona). Members of the settlement
class who purchased search and examination services between January 1, 1981 and
June 10, 1986 but do not receive the cash option would receive, without
additional charge, a policy enhancement designed to reflect the impact of
inflation from January 1, 1981 to the date of any final settlement order. The
same enhancement would be provided to members of the settlement class who did
not purchase search and examination services but became insured during the
applicable period by any defendant. Class members who purchased search and
examination services, and class members who neither purchased search and
examination nor become insured by any defendant, would receive the last $5,000
of coverage without charge in connection with any new title insurance policy
purchased from any of the defendants within one year following any final
settlement order with respect to property located in either Arizona or
Wisconsin. Members of this settlement class would have the right to "opt out"
of the proposed settlement, and the defendants would have the right to reject
the settlement if 5,000 or more members elected to opt out. The proposed
settlement, which is subject to notice and court approval pursuant to the
provisions of Federal Rule of Civil Procedure 23 and other authorities, would
result in a judgment dismissing with prejudice all claims of the settlement
class under federal and state antitrust and other laws as to the defendants and
their affiliates, agents, officers, and employees.
On June 19, 1995, the Court entered an order preliminarily approving
the proposed settlement. The Court scheduled a final hearing on the proposed
settlement for October 10, 1995.
The Registrant is a party to number routine lawsuits incidental to
its business most of which involve disputed policy claims. In many of these
suits, the plaintiff seeks exemplary or treble damages in excess of policy
limits based on the alleged malfeasance of an issuing agent of the Registrant.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Stewart Information Services Corporation
(Registrant)
08-09-95
______________
Date
/s/ MAX CRISP
_____________________________________
Max Crisp
(Vice President - Finance,
Secretary-Treasurer, Director and
Principal Financial
and Accounting Officer)
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INDEX TO EXHIBITS
(a) Exhibits
4. - Rights of Common and Class B Common
Stockholders
10.1 - SISCO 1995 Stock Option Plan Agreement
10.2 - Executed Incentive Stock Option Agreements
27.0 - Financial data schedule
28.2 - Details of Investments as reported in the
Quarterly Report to Shareholders