SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------------------------------------------
For the Quarter ended: Commission file No.:
MARCH 31, 1997 1-4601
SCHLUMBERGER N.V.
(SCHLUMBERGER LIMITED)
--------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NETHERLANDS ANTILLES 52-0684746
-------------------- -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
277 PARK AVENUE
NEW YORK, NEW YORK, U.S.A. 10172
42 RUE SAINT-DOMINIQUE
PARIS, FRANCE 75007
LAAN VAN MEERDERVOORT 55
THE HAGUE,
THE NETHERLANDS 2517 AG
- --------------------------------- -----------
(Addresses of principal executive (Zip Codes)
offices)
Registrant's telephone number: (212) 350-9400
Indicate by check mark whether 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.
Class Outstanding at April 30, 1997
- ----------------------------- -----------------------------
COMMON STOCK, $0.01 PAR VALUE 246,851,560 (*)
(*) Not adjusted for two-for-one stock split, announced April 17, 1997,
to stockholders of record on June 2, 1997.
PART I. FINANCIAL INFORMATION
-----------------------------
Item 1 : Financial Statements
- -----------------------------
SCHLUMBERGER LIMITED
--------------------
(Schlumberger N.V., Incorporated in the Netherlands Antilles)
and Subsidiary Companies
CONSOLIDATED STATEMENT OF INCOME
--------------------------------
(Unaudited)
(Stated in thousands except per share amounts)
Three Months Ended
March 31,
---------------------------------------
1997 1996
REVENUE:
Operating $2,402,060 $2,027,828
Interest and other income 18,105 17,370
--------- ---------
2,420,165 2,045,198
--------- ---------
EXPENSES:
Cost of goods sold and services 1,782,788 1,549,603
Research & engineering 117,953 110,799
Marketing 74,633 73,190
General 87,781 85,259
Interest 17,819 17,343
Taxes on income 79,248 38,137
--------- ----------
2,160,222 1,874,331
--------- ---------
Net Income $ 259,943 $ 170,867
========= =========
Net Income per share (1) $ 0.53 $ 0.35
========= =========
Average shares outstanding (1) 493,426 486,715
========= =========
Dividends declared per share (1) $ 0.1875 $ 0.1875
========= =========
(1) Adjusted for two-for-one stock split, announced April 17, 1997, to
stockholders of record on June 2, 1997.
See notes to consolidated financial statements
-2-
SCHLUMBERGER LIMITED
--------------------
(Schlumberger N.V., Incorporated in the Netherlands Antilles)
and Subsidiary Companies
CONSOLIDATED BALANCE SHEET
--------------------------
(Unaudited)
Mar. 31, Dec. 31,
1997 1996
------------ ------------
ASSETS (Dollars in thousands)
- ------
CURRENT ASSETS:
Cash and short-term investments $ 1,201,625 $ 1,358,948
Receivables less allowance for doubtful accounts
(1997 - $52,826; 1996 - $58,981) 2,384,117 2,260,091
Inventories 983,609 938,974
Deferred taxes on income 217,505 222,456
Other current assets 256,646 262,148
--------- ---------
5,043,502 5,042,617
LONG-TERM INVESTMENTS, HELD TO MATURITY 379,791 323,717
FIXED ASSETS:
Property, plant and equipment 9,667,875 9,577,749
Less accumulated depreciation (6,307,034) (6,219,168)
--------- ----------
3,360,841 3,358,581
EXCESS OF INVESTMENT OVER NET ASSETS OF
COMPANIES PURCHASED less amortization 1,187,734 1,225,335
DEFERRED TAXES ON INCOME 202,702 203,983
OTHER ASSETS 163,896 170,818
---------- ---------
$10,338,466 $10,325,051
=========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
- ----------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 2,057,943 $ 2,200,161
Estimated liability for taxes on income 395,560 367,562
Bank loans 697,186 743,018
Dividend payable 92,932 92,842
Long-term debt due within one year 74,060 70,827
--------- ---------
3,317,681 3,474,410
LONG-TERM DEBT 633,813 637,203
POSTRETIREMENT BENEFITS 388,447 383,129
OTHER LIABILITIES 201,597 203,929
--------- ---------
4,541,538 4,698,671
--------- ---------
STOCKHOLDERS' EQUITY:
Common stock 824,285 818,803
Income retained for use in the business 7,305,160 7,137,744
Treasury stock at cost (2,305,607) (2,315,946)
Translation adjustment (26,910) (14,221)
--------- ---------
5,796,928 5,626,380
--------- ---------
$10,338,466 $10,325,051
========== ==========
See notes to consolidated financial statements
-3-
SCHLUMBERGER LIMITED
--------------------
(Schlumberger N.V., Incorporated in the Netherlands Antilles)
and Subsidiary Companies
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(Unaudited)
(Dollars in thousands)
Three Months Ended
March 31,
1997 1996
------------ -----------
Cash flows from operating activities:
Net income $ 259,943 $ 170,867
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 231,942 217,013
Earnings of companies carried at equity,
less dividends received (Dividends:
1997 - $0 ; 1996 - $133) 143 727
Provision for losses on accounts receivable 1,496 4,318
Other adjustments (674) (652)
Change in operating assets and liabilities:
Increase in receivables (158,896) (63,502)
Increase in inventories (62,910) (94,459)
Decrease in deferred taxes on income 4,951 -
Decrease in accounts payable
and accrued liabilities (93,693) (17,639)
Increase (decrease) in estimated
liability for taxes on income 29,475 (11,927)
Other - net 9,056 (45,683)
-------- --------
Net cash provided by operating activities 220,833 159,063
-------- --------
Cash flows from investing activities:
Purchases of fixed assets (265,530) (219,236)
Sales/retirements of fixed assets 19,115 19,039
Decrease in investments 73,422 112,765
Decrease (increase) in other assets 2,807 (422)
-------- --------
Net cash used in investing activities (170,186) (87,854)
-------- --------
Cash flows from financing activities:
Dividends paid (92,441) (91,151)
Proceeds from exercise of stock options 15,821 50,534
Proceeds from issuance of long-term debt 49,959 9,095
Payments of principal on long-term debt (28,700) (38,849)
Net (decrease) increase in short-term debt (21,221) 18,135
--------- --------
Net cash used in financing activities (76,582) (52,236)
--------- --------
Net (decrease) increase in cash (25,935) 18,973
Cash, beginning of period 137,259 72,515
-------- --------
Cash, end of period $ 111,324 $ 91,488
======== ========
See notes to consolidated financial statements
-4-
SCHLUMBERGER LIMITED
--------------------
(Schlumberger N.V., Incorporated in the Netherlands Antilles)
and Subsidiary Companies
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Unaudited)
In the opinion of management, all adjustments necessary to present fairly the
financial position and the results of operations have been made in the
accompanying interim financial statements. The Company's significant accounting
policies are summarized in its 1996 Annual Report. These policies have been
consistently applied during the interim period presented in this report. The
results of operations for the three month period ended March 31, 1997 are not
necessarily indicative of the results of operations that may be expected for the
entire year.
EARNINGS PER SHARE
- ------------------
In February, 1997, the Financial Accounting Standards Board issued "Statement of
Financial Accounting Standards No. 128". The impact on the Company of the new
standard, which is effective for the fourth quarter of 1997, is that the Company
will, at that time, report "Earnings per common share - assuming dilution"
(stock option and warrant effect) along with the "Earnings per share" now
reported.
INCOME TAX EXPENSE
- ------------------
The Company and its subsidiaries operate in over 100 taxing jurisdictions.
In the third quarter of 1996, the Company recognized 50% of the US income tax
benefit related to its US subsidiary's tax loss carryforward and all temporary
differences. At March 31, 1997, the US deferred tax asset was $378 million and
the valuation allowance was $39 million.
The Company's US consolidated group has a net operating loss carryforward at
March 31, 1997 of $190 million and net deductible temporary differences were
$802 million. Significant temporary differences pertain to postretirement
medical benefits and fixed assets. Most of the tax loss carryforward will expire
in the years 2002 - 2003.
CONTINGENCIES
- -------------
The Company and its subsidiaries comply with government laws and regulations and
responsible management practices for the protection of the environment. The
Consolidated Balance Sheet includes accruals for the estimated future costs
associated with certain environmental remediation activities related to the past
use or disposal of hazardous materials. Substantially all such costs relate to
divested operations and to facilities or locations that are no longer in
operation. Due to a number of uncertainties, including uncertainty of timing,
the scope of remediation, future technology, regulatory changes and other
factors, it is possible that the ultimate remediation costs may exceed the
amounts accrued. However, in the opinion of management, such additional costs
are not expected to be material relative to consolidated liquidity, financial
position or future results of operations.
-5-
In a case in Texas involving the validity of a 1988 settlement and release in
connection with an incidental business venture, the trial court, in 1993,
rendered a judgment notwithstanding the verdict of the jury, exonerating
Schlumberger from any liability. In late 1994, a Texas Court of Appeals reversed
the trial court judgment and reinstated the jury award of about $75 million
against Schlumberger. The Texas Supreme Court granted the Schlumberger motion to
hear the case. Oral argument was held before the Texas Supreme Court on
October 11, 1995. Schlumberger and outside counsel believe the decision of the
trial court was correct. Consequently, no provision has been made in the
Consolidated Financial Statements for this matter.
In May 1996, in a case involving a $3 million contract dispute, the trial court
in Johnson County, Texas, entered judgment on jury findings adverse to
Schlumberger for $23 million in damages, which has been doubled, plus attorneys'
fees and interest. The Company and its outside counsel believe the findings and
the judgment are not supported by the evidence and law, and have filed an
appeal. Accordingly, no provision has been made in the accompanying financial
statements for this matter.
In addition, the Company and its subsidiaries are party to various other legal
proceedings. Although the ultimate disposition of these proceedings is not
presently determinable, in the opinion of the Company any liability that might
ensue would not be material in relation to the Consolidated Financial
Statements.
-6-
Item 2: Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations.
- --------------
First Quarter 1997 Compared to First Quarter 1996
-------------------------------------------------
Net income of $260 million was 52% above first quarter 1996. After giving effect
to the two-for-one stock split, announced April 17, 1997, earnings per share
were $0.53, a 51% increase compared to $0.35 a year ago.
First quarter operating revenue was $2.40 billion, 18.5% higher than the same
period last year.
Oilfield Services revenue increased 27% while rig count rose 12%. Significant
contributions from all activities, particularly Geco-Prakla and Sedco Forex, led
to the 84% growth in operating income.
Measurement & Systems revenue was flat. Growth at Electronic Transactions and
Automatic Test Equipment was offset by the decline in metering activities,
particularly in Electricity & Gas, and by unfavorable currency exchange rates.
BUSINESS REVIEW
(Stated in millions)
Oilfield Services Measurement & Systems
------------------ ---------------------
First Quarter 1997 1996 % change 1997 1996 % change
- ------------- ---- ---- -------- ---- ---- --------
Operating Revenue $ 1,724 $ 1,353 27% $ 680 $ 676 1%
Operating Income(1) $ 325 $ 177 84% $ 25 $ 32 (22)%
(1) Operating income represents income before income taxes, excluding
interest expense and interest and other income.
OILFIELD SERVICES
Operating revenue for Oilfield Services was 27% above last year with strong
contributions from all activities, particularly from Geco-Prakla and Sedco
Forex. Operating income increased 84%.
North America
North American rig count grew 19%, and revenue jumped 36%, representing 21% of
Schlumberger consolidated revenue. Activity increased in all regions. Pricing
has begun to improve at varying degrees in all businesses, particularly in the
US. The greatest contributions were from Geco-Prakla, up 85%, with record sales
of non-exclusive seismic data in the US; Dowell, which rose 30%, with solid
increases in all service lines; and GeoQuest, up 77%, on strong Software
Products sales and soaring IT and Data Management revenue.
Outside North America
Rig count outside North America grew 3%, and revenue was up 24%,
representing 52% of consolidated revenue. Operating income rose 62%. All
businesses achieved strong revenue growth, with high activity in the North Sea
and West Africa. Sedco Forex was the largest contributor with a 43% increase due
to higher dayrates as well as higher activity. In
-7-
addition, Dowell, Wireline & Testing and Anadrill also contributed with revenue
increases of 25%, 15% and 32%, respectively.
During the first quarter, new technologies and activities derived from recently
developed combinations of products and services contributed strongly to results
and market share gains.
Integrated Project Management (IPM) activity increased considerably compared
with the first quarter of 1996, with overall revenue rising over 200%. Well
construction activity remained high with 38 rigs managed on behalf of our
clients. Several large projects were awarded to IPM for well construction and
completion in the CIS, Latin America and the Middle East. Working closely with
Sedco Forex, IPM will manage, on behalf of a client, drilling campaigns in the
most difficult area of southern Lake Maracaibo. Sedco Forex is now refurbishing
a fourth drilling barge chartered from Lagoven for this project.
Drilling revenues increased by 42% compared with the same quarter last year, due
to improved utilization and increased dayrates. All geographic areas
contributed. Offshore rig utilization increased from 93% to 96%, driven by high
utilization of jackups and semisubmersibles. The industry-wide average offshore
rig utilization was 93%, compared to 86% in the first quarter of 1996. Sedco
Forex land rig utilization increased to 82% from 54%, taking into account that
three land rigs and one swamp barge were retired during the period.
Consequently, 79 rigs were owned or operated at quarter end, including four
offshore units under charter and three lake barges plus three semisubmersibles
under management contract. The fleet comprised 50 offshore rigs, including 26
semisubmersibles and 16 jackups, and 29 land rigs.
In late March, the semisubmersible Sedco 707 was transferred from the North Sea
to a shipyard in France for a six-month life enhancement and deep-water upgrade,
including the installation of dynamic positioning equipment, after which the rig
will be mobilized to Brazil for a five-year contract. The semisubmersible Orca,
formerly Sedco I, was commissioned in South Africa as an early production
facility under a multiyear, integrated service contract in which both rig
management and production services will be provided.
Marine seismic activity jumped 76%, owing to continued improvement in
productivity, strong non-exclusive activity in deep water in the Gulf of Mexico
and optimal positioning of the fleet in the northern hemisphere during the
winter. Several key 4D reservoir monitoring contracts, in which repeat 3D
seismic surveys track geophysical changes over time, were awarded in the
quarter. Land seismic activity was essentially flat with backlog improving,
particularly in the Middle East. Land reorganization, initiated last year and
coupled with higher productivity levels and better pricing, contributed to
improved results. Transition Zone revenue was 17% higher than in the same
quarter last year, with all crews operating and much higher non-exclusive
activity in Louisiana. Data Processing benefited from increased onboard
processing.
Both the CMR* Combinable Magnetic Resonance and PLATFORM EXPRESS* technologies
experienced worldwide revenue growth three times higher than in the same period
last year. The new Wireline & Testing PL Flagship* production logging technology
continued to gain acceptance in the Middle East and the North Sea owing to its
unique capacity to diagnose production problems in high-angle and horizontal
wells. The
-8-
ability within Schlumberger to integrate solutions was exemplified in a
horizontal well in the North Sea, where the PL Flagship tool was run on Dowell
coiled tubing and the acquired data were interpreted, in conjunction with
seismic data, by GeoQuest. Our client was then able to identify water entry
sources and to plan effective remedial actions.
In the Gulf of Mexico, demand for our new sand control technology continued to
gain favor with operators as it saves rig time and reduces fluid loss. In one
trip in the hole, this service combines the tubing-conveyed perforating hardware
and cased-hole testing tools from Wireline & Testing with the gravel fluids and
the gravel packer from Dowell.
Coiled Tubing Drilling activity grew sharply compared with the same quarter last
year, with service provided in Venezuela, Oman, Nigeria, the US and the North
Sea. The VIPER* system, a coiled tubing measurements-while-drilling (MWD) and
motor system for slim holes, demonstrates the integration value of our oilfield
services. Contributing to the introduction of this successful new service, Sedco
Forex and Dowell brought their coiled tubing expertise, Wireline & Testing its
telemetry technology and Anadrill its motor and MWD expertise. The VIPER
system's precise orienting and control features improve the efficiency of
drilling lateral wells in existing fields.
Growth in directional and horizontal drilling services continued at a fast pace
with a 30% increase over last year. The enduring performance of our PowerPak*
steerable motors, with record runs in the North Sea and Venezuela, has helped
fuel this growth. In addition, the proven value of GeoSteering* service
persuaded many clients to increase the number of geologically steered wells,
leading to much improved hydrocarbon production. Logging-while-drilling and
measurements-while-drilling revenues rose 42% and 46%, respectively, with
continued success in the smaller hole market with the introduction of SHARP*
second-generation slim MWD technology, which extends the capability of our
current technology to ultra-short-radius drilling.
Information Technology and Data Management Services grew significantly, with
North American revenue up seven-fold over last year. Reflecting the continuing
outsourcing from our clients, multiyear contracts were awarded to GeoQuest by
two major US oil companies for exploration and production data management,
software, geoscience and services worldwide. Software Products sales increased
significantly over last year's first quarter on continued sharp growth in North
America, up 104%, and in South America, Europe and the CIS. Also during the
quarter, GeoQuest signed an agreement with a major European oil company to
jointly develop data management software applications.
MEASUREMENT & SYSTEMS
Measurement & Systems revenue was essentially flat compared to last year, after
an unfavorable exchange rate effect. A decrease at Electricity & Gas Metering in
Europe offset growth at Electronic Transactions and Water Management in the US
and South America. Orders rose 3%.
Operating income decreased 22%. Market conditions further weakened for
Electricity & Gas Metering, while pricing pressures in Europe impacted the
results of Water Management and Electronic Transactions.
-9-
In the first quarter, Automatic Test Equipment revenue increased 3% from
the same period last year, reflecting a greater volume of assembly systems and
test handlers, and higher deliveries of IDS10000* and P2X diagnostic systems.
Orders declined 10%, primarily due to significant prior-year bookings of
upgrades for the ITS9000* family of products. Revenue from the metering business
was down compared with last year, as gains in the North American and South
American markets were more than offset by declining conditions in Europe.
Metering orders were down 7%. Systems & Services revenue grew 6% compared with
the first quarter of 1996. European service activity continued to benefit from
the addition of selective contract portfolios and the growth in the service and
maintenance segment in the UK. Orders were up 15%, primarily due to an increase
in demand at Meter Communication Systems. Electronic Transactions revenue rose
28% from the same period last year, reflecting strong card growth and the
acquisition of Solaic, a French card manufacturer, and contributions from the
earlier acquisitions of Printer, Gueant and Germann. Orders increased 41%,
reflecting the inclusion of the acquired companies and strong growth of cards.
Business conditions in Asia continued to strengthen as demonstrated by the 50%
increase in orders.
Interest and other income increased $1 million from the first quarter of 1996
primarily due to higher average investment balances. Gross margin increased from
24% to 26%. Research and engineering expense increased 6% from last year but
decreased to 4.9% of operating revenue from 5.5% in 1996. Marketing expense was
up 2%. General expense, expressed as a percentage of operating revenue,
decreased from 4.2% to 3.7%. Interest expense was flat. The effective tax rate
increased 5 percentage points to 23%. Approximately 4 percentage points relate
to higher US income tax expense following the recognition of the tax loss
carryforward, as explained on page 5 on the "Income Tax Expense" section.
*Mark of Schlumberger
-10-
PART II. OTHER INFORMATION
--------------------------
Item 4: Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
a) The Annual General Meeting of Stockholders of the Registrant ("the Meeting")
was held on April 9, 1997.
b) At the Meeting, the number of Directors was fixed at 11 and the following-
named 11 individuals were elected to comprise the entire Board of Directors
of the Registrant, each to hold office until the next Annual General Meeting
of Stockholders and until a director's successor is elected and qualified or
until a director's death, resignation or removal. All of the nominees, except
John Deutch and Yoshihiko Wakumoto, were directors who were previously
elected by the stockholders. Mr. Deutch was a director from May 15, 1987
until 1993 when he resigned to accept a position with the US government. Eiji
Umene, a director since 1989, had reached retirement age and did not stand
for re-election.
Don E. Ackerman
D. Euan Baird
John Deutch
Denys Henderson
Andre Levy-Lang
William T. McCormick, Jr.
Didier Primat
Nicolas Seydoux
Linda Gillespie Stuntz
Sven Ullring
Yoshihiko Wakumoto
c) The Meeting also voted (i) to approve the Company's Consolidated Balance
Sheet as at December 31, 1996, its Consolidated Statement of Income for the
year ended December 31, 1996, and the declaration of dividends reflected in
the Company's 1996 Annual Report to Stockholders; (ii) to amend the Company's
Deed of Incorporation to increase the authorized Common Stock from
500,000,000 to 1,000,000,000 shares; (iii) to approve the appointment of
Price Waterhouse LLP as independent public accountants to audit the accounts
of the Company for the year 1997.
The votes cast for the election of directors, for the approval of financial
statements and dividends, to increase the authorized Common Stock, and for
the approval of the appointment of Price Waterhouse LLP were as follows:
-11-
For Withheld
Don E. Ackerman 217,316,264 898,904
D. Euan Baird 217,386,883 828,285
John Deutch 217,452,961 762,207
Denys Henderson 217,430,098 785,070
Andre Levy-Lang 216,328,264 1,886,904
William T. McCormick, Jr. 217,477,321 737,847
Didier Primat 217,412,615 802,553
Nicolas Seydoux 217,411,868 803,300
Linda Gillespie Stuntz 217,464,525 750,643
Sven Ullring 217,438,659 776,509
Yoshihiko Wakumoto 217,386,617 828,551
For Against Abstain Non-vote
Financials: 216,433,318 235,256 1,546,594 - 0 -
-----------
Amendment to Deed
of Incorporation: 181,772,018 35,948,186 491,566 3,398
-----------------
Price Waterhouse: 217,689,477 192,447 333,244 - 0 -
-----------------
Item 5: Other Information
--------------------------
On April 16, 1997, the Board of Directors of the Registrant (the "Board")
declared a 2-for-1 stock split pursuant to which each holder of record of
Common Stock at the close of business on June 2, 1997 will receive one share
of the Registrant's common stock, par value $0.01 per share (the "Common
Stock"), for each share registered in the name of such holder. Pursuant to
its authority under the Schlumberger Discounted Stock Purchase Plan (the
"Plan"), the Discounted Stock Purchase Plan Committee has adjusted the Plan
to reflect the stock split by increasing by 2,012,245 the number of shares
of Common Stock that remain available for purchase under the Plan, and the
Board has authorized the reservation of a corresponding number of shares of
Common Stock (on a post-split basis) for the Plan. Following these actions,
the number of shares of Common Stock (on a post-split basis) covered by the
Registrant's registration statement on Form S-8 relating to the Plan
(registration no.33-47592) is 7,012,245 shares.
Item 6: Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits : Exhibit 3(i) - Deed of Incorporation as amended April
29, 1997.
Exhibit 99 - Press and Earnings Release dated April 17,
1997, re Stock Split, Quarterly Dividend
and 1997 First Quarter Earnings.
(b) Reports on Form 8-K: None
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized and in his capacity as principal
financial officer.
Schlumberger Limited
(Registrant)
Date: May 15, 1997 /s/ Arthur Lindenauer
------------ ----------------------
Arthur Lindenauer
Executive Vice President - Finance
and Chief Financial Officer
-12-
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Appendix
- ----------- ----------- --------
Exhibit 3(i) - Deed of Incorporation as
amended April 29, 1997. A
Exhibit 99 - Press and Earnings Release dated
April 17, 1997, re Stock Split,
Quarterly Dividend and 1997 First
Quarter Earnings. B
-13-