SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ____ to ____
COMMISSION FILE NUMBER
0-25340
STUDIO PLUS HOTELS, INC.
RETIREMENTPLUS SAVINGS PLAN
Studio Plus Hotels, Inc.
450 East Las Olas Boulevard, Suite 1100
Ft. Lauderdale, Florida 33301
REQUIRED INFORMATION
Page
(a) Financial Statements - Plan financial statements and 4 - 14
schedules prepared in accordance with financial
reporting requirements of ERISA.
See accompanying Index to Financial Statements
attached hereto, which is incorporated herein by reference.
(b) Signatures
(c) Exhibits
23 Consent of Independent Accountants
REPORT ON AUDITS OF FINANCIAL STATEMENTS
OF
STUDIO PLUS HOTELS, INC.
RETIREMENTPLUS SAVINGS PLAN
for the years ended December 31, 1997 and 1996
AND SUPPLEMENTAL SCHEDULES
for the year ended December 31, 1997
STUDIO PLUS HOTELS, INC.
RETIREMENTPLUS SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
____
Pages
-----
Report of Independent Accountants 2-3
Financial Statements:
Statement of Net Assets Available for Plan Benefits with Fund Information
as of December 31, 1997 (Liquidation Basis of Accounting) 4
Statement of Net Assets Available for Plan Benefits with Fund Information
as of December 31, 1996 (Accrual Basis of Accounting) 5
Statement of Changes in Net Assets Available for Benefits with Fund Information
for the year ended December 31, 1997 (Liquidation Basis of Accounting) 6
Statement of Changes in Net Assets Available for Benefits with Fund Information
for the period from April 15, 1996 (inception) to December 31, 1996
(Accrual Basis of Accounting) 7
Notes to Financial Statements 8-12
Supplemental Schedules:
Line 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1997 13
Line 27d - Schedule of Reportable Transactions for the year ended
December 31, 1997 14
All other schedules of additional information required by Section 2520.103-10 of
the Department of Labor Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Plan Administrator of the
Studio Plus Hotels, Inc.
RetirementPLUS Savings Plan
We have audited the accompanying statements of net assets available for plan
benefits of the Studio Plus Hotels, Inc. RetirementPLUS Savings Plan (the
"Plan") as of December 31, 1997 and 1996, and the related statements of changes
in net assets available for plan benefits for the year ended December 31, 1997
and for the period from April 15, 1996 (inception) to December 31, 1996. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of December
31, 1997 and 1996, and the changes in net assets available for plan benefits for
the year ended December 31, 1997 and for the period from April 15, 1996
(inception) to December 31, 1996 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1997 and reportable transactions for
the year then ended are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits
is presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
2
As further discussed in Note 1 to the financial statements, the Plan was
effectively terminated as of December 31, 1997. In accordance with generally
accepted accounting principles, the Plan has changed its basis of accounting
used to determine the amounts at which assets are stated, from the ongoing plan
basis used in presenting the 1996 financial statements to the liquidation basis
used in presenting the 1997 financial statements.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Spartanburg, South Carolina
June 30, 1998
3
STUDIO PLUS HOTELS, INC.
RETIREMENTPLUS SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
December 31, 1997
(Liquidation Basis of Accounting)
Participant Directed
---------------------------------------------------------------------------------
U.S. Treasury Fidelity Vanguard Fidelity Heartland
Obligations Intermediate Balanced Index Growth Value
Fund Bond Fund Fund 500 Fund Fund Fund
------------- ------------ -------- -------- -------- ---------
Investments, at fair value $9,427 $17,893 $36,786 $180,194 $125,123 $120,562
Receivables:
Employee contributions
Employer contributions
Accrued interest and
dividends 43
Cash 241 2,161 286 278 519
------ ------- ------- -------- -------- --------
Net assets available for
plan benefits $9,470 $18,134 $38,947 $180,480 $125,401 $121,081
====== ======= ======= ======== ======== ========
Participant Directed
---------------------------------------------
Common
Stock Distribution
Fund Account Other Total
------ ------------ ----- -----
Investments, at fair value $128,237 $23,456 $ $641,787
Receivables:
Employee contributions 34,000 34,000
Employer contributions 33,224 33,224
Accrued interest and
dividends 28 95 166
Cash 3,485
-------- ------- ------- --------
Net assets available for
plan benefits $128,265 $23,551 $67,224 $712,553
======== ======= ======= ========
The accompanying notes are an integral part of the financial statements.
4
STUDIO PLUS HOTELS, INC.
RETIREMENTPLUS SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
December 31, 1996
(Accrual Basis of Accounting)
Participant Directed
----------------------------------------------------------------------------------------------------------------
Fidelity
U.S. Inter-
Treasury mediate Vanguard Fidelity Heartland Common Distri-
Obligations Bond Balanced Index Growth Value Stock bution
Fund Fund Fund 500 Fund Fund Fund Fund Account Other Total
----------- -------- -------- -------- -------- --------- ------ ------- ----- -----
Investments, at
fair value $2,945 $9,417 $11,888 $43,608 $34,889 $32,653 $38,496 $10,323 $ $184,219
Receivables:
Employee
contributions 17,950 17,950
Employer
contributions 30,256 30,256
Accrued interest
and dividends 12 2 2 13 8 8 156 33 234
------ ------ ------- ------- ------- ------- ------- ------- ------- --------
Net assets
available for
plan benefits $2,957 $9,419 $11,890 $43,621 $34,897 $32,661 $38,652 $10,356 $48,206 $232,659
====== ====== ======= ======= ======= ======= ======= ======= ======= ========
The accompanying notes are an integral part of the financial statements.
5
STUDIO PLUS HOTELS, INC.
RETIREMENTPLUS SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
for the year ended December 31, 1997
(Liquidation Basis of Accounting)
Participant Directed
----------------------------------------------------------------------------------------------
U.S. Fidelity
Treasury Intermediate Vanguard Fidelity
Obligations Bond Balanced Index Growth
Fund Fund Fund 500 Fund Fund
----------- -------- ------- -------- --------
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ $ 176 $ 1,528 $ 22,630 $ 12,972
Interest income 278 2 3 19 18
Dividend income 758 3,470 1,102 7,947
------ ------- ------- -------- --------
278 936 5,001 23,751 20,937
------ ------- ------- -------- --------
Contributions:
Employee 4,717 5,593 15,169 97,758 64,015
Employer 1,718 3,250 7,058 21,872 15,767
------ ------- ------- -------- --------
6,435 8,843 22,227 119,630 79,782
------ ------- ------- -------- --------
Total additions 6,713 9,779 27,228 143,381 100,719
------ ------- ------- -------- --------
Distributions to participants
Interfund transfers (200) (1,064) (171) (6,522) (10,215)
------ ------- ------- -------- --------
Increase in net assets 6,513 8,715 27,057 136,859 90,504
Net assets available for plan benefits:
Beginning of year 2,957 9,419 11,890 43,621 34,897
------ ------- ------- -------- --------
End of year $9,470 $18,134 $38,947 $180,480 $125,401
====== ======= ======= ======== ========
Participant Directed
----------------------------------------------------------------------------------------------
Heartland Common Distri-
Value Stock bution
Fund Fund Account Other Total
--------- ------ ------- ----- -----
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ 1,183 $(22,814) $ $ $ 15,675
Interest income 44 155 541 1,060
Dividend income 1,284 14,561
-------- -------- -------- --------
2,511 (22,659) 541 31,296
-------- -------- -------- --------
Contributions:
Employee 72,017 83,351 19,506 16,050 378,176
Employer 19,921 34,989 745 2,968 108,288
-------- -------- -------- ------- --------
91,938 118,340 20,251 19,018 486,464
-------- -------- -------- ------- --------
Total additions 94,449 95,681 20,792 19,018 517,760
-------- -------- -------- ------- --------
Distributions to participants (37,866) (37,866)
Interfund transfers (6,029) (6,068) 30,269
-------- -------- -------- -------
Increase in net assets 88,420 89,613 13,195 19,018 479,894
Net assets available for plan benefits:
Beginning of year 32,661 38,652 10,356 48,206 232,659
-------- -------- -------- ------- --------
End of year $121,081 $128,265 $ 23,551 $67,224 $712,553
======== ======== ======== ======= ========
The accompanying notes are an integral part of the financial statements.
6
STUDIO PLUS HOTELS, INC.
RETIREMENTPLUS SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
for the period from April 15, 1996 (inception) to December 31, 1996
(Accrual Basis of Accounting)
Participant Directed
----------------------------------------------------------------------------------------------------------
U.S.
Treasury Fidelity Vanguard Fidelity Heartland Common
Obligations Intermediate Balanced Index Growth Value Stock Distribution
Fund Bond Fund Fund 500 Fund Fund Fund Fund Account Other Total
----------- ------------ -------- -------- -------- --------- ------ ------------ ------- --------
Additions to net assets
attributed to:
Investment income:
Net appreciation in fair
value of investments $ $ 17 $ 257 $ 3,178 $ 1,393 $ 211 $ $ $ $ 5,056
Interest income 43 4 14 24 18 15 569 381 1,068
Dividend income 96 317 94 1,519 2,026
------ ------ ------- ------- ------- ------- ------- ------- --------
43 117 588 3,296 2,930 226 569 381 8,150
------ ------ ------- ------- ------- ------- ------- ------- --------
Contributions:
Employee 2,210 7,825 9,451 32,280 24,544 26,300 32,339 12,106 17,950 165,005
Employer 704 1,477 1,851 8,082 5,665 6,135 8,194 30,256 62,364
------ ------ ------- ------- ------- ------- ------- ------- ------- --------
2,914 9,302 11,302 40,362 30,209 32,435 40,533 12,106 48,206 227,369
------ ------ ------- ------- ------- ------- ------- ------- ------- --------
Total additions 2,957 9,419 11,890 43,658 33,139 32,661 41,102 12,487 48,206 235,519
------ ------ ------- ------- ------- ------- ------- ------- ------- --------
Distributions to
participants (639) (2,221) (2,860)
Interfund transfers (37) 1,758 (1,811) 90
------- ------- ------- -------
Increase in net assets 2,957 9,419 11,890 43,621 34,897 32,661 38,652 10,356 48,206 232,659
Net assets available for
plan benefits:
Beginning of year
------ ------ ------- ------- ------- ------- ------- ------- ------- --------
End of year $2,957 $9,419 $11,890 $43,621 $34,897 $32,661 $38,652 $10,356 $48,206 $232,659
====== ====== ======= ======= ======= ======= ======= ======= ======= ========
The accompanying notes are an integral part of the financial statements.
7
NOTES TO FINANCIAL STATEMENTS
____
1. Plan Termination:
----------------
On April 11, 1997, Studio Plus Hotels, Inc. and subsidiary (the "Company")
merged with ESA Merger Sub, Inc., a wholly-owned subsidiary of Extended Stay
America, Inc. As part of the integration of the two companies, it is
management's intent to terminate the Studio Plus Hotels, Inc. RetirementPLUS
Savings Plan. Accordingly, the 1997 financial statements have been presented
on a liquidation basis of accounting. The 1996 financial statements are
presented on an ongoing basis in accordance with generally accepted
accounting principles.
2. Description of the Plan:
-----------------------
The following description provides only general information. Participants
should refer to the Plan documents distributed by Fifth Third Bank of
Kentucky (the "Trustee") for a more complete description of the Plan's
provisions.
GENERAL - The Plan is a defined contribution plan, established on April 15,
1996, covering substantially all employees of the Company. To be eligible to
participate in the Plan, employees must have completed 3 months of service
(250 hours) and attained age 18. The Plan is in place to provide benefits to
the Company's employees upon retirement and is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA").
INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may direct
contributions in ten percent increments in any of the following seven
investment options:
U.S. Treasury Obligations Fund Invests primarily in short-term U.S.
Treasury obligations and repurchase
agreements that are fully collateralized by
such Treasury securities
Fidelity Intermediate Bond Fund Invests primarily in investment-grade
fixed-income obligations
Balanced Fund Invests primarily in growth companies,
high-quality debt securities issued by
corporations, the U.S. Government and its
agencies, and in quality money market
instruments
Vanguard Index 500 Fund Invests in all 500 stocks in the S&P 500
Index in approximately the same proportions
as represented in the Index
Fidelity Growth Fund Invests in traditional growth stocks plus
other opportunities such as debt securities
and cyclicals
8
NOTES TO FINANCIAL STATEMENTS, Continued
____
2. Description of the Plan, continued:
-----------------------
Heartland Value Fund Invests in the equity securities of companies with
market capitalizations of less than $500 million
Common Stock Fund Invests primarily in the common stock of Extended
Stay America, Inc.
Distribution Account Temporarily accumulates the contributions made by
the Company and employee prior to distributing to
the individual funds. Any distributions from the
Plan are transferred from the individual funds to
this account and then distributed in a lump-sum to
the participant.
CONTRIBUTIONS - The Plan is funded by voluntary employee pretax contributions
up to a maximum of 15 percent of total annual eligible compensation not to
exceed $9,500 in 1997 and 1996. A participant may elect to have a set dollar
amount deducted each pay period with a minimum of $10.
The Company matches employee pretax contributions in an amount equal to 50
percent of the first 6 percent of total annual eligible compensation.
Matching contributions are invested in the same active investment funds and
in the same proportion as designated by the participant. In addition, the
Company may make a discretionary contribution to the Plan. As of December
31, 1997 and 1996, there were no discretionary contributions.
Allocation to Participants - Contributions are allocated to the accounts of
participants on a quarterly basis. The allocations of Plan earnings are
based on the ratio of the participant's balance to the total balance of all
participants.
VESTING - A participant's contributions are fully vested and nonforfeitable
at all times under the Plan. Participants will be credited with one year of
vesting service for each Plan year in which they earned 1,000 hours of
employment. As previously discussed in Note 1, it was management's intent to
terminate the Plan as of December 31, 1997. Effective as of the date of
termination, all participants are 100 percent vested in the Company's
matching contribution portion of their accounts plus actual earnings thereon.
Prior to the termination of the Plan, the employer matching contribution
account was subject to a vesting schedule as follows:
9
NOTES TO FINANCIAL STATEMENTS, Continued
____
2. Description of the Plan, continued:
-----------------------
Years of Vesting Service Vesting %
------------------------ ---------
Less than 1 year 0%
1 but less than 2 years 25%
2 but less than 3 years 50%
3 but less than 4 years 75%
4 years or more 100%
PAYMENT OF BENEFITS - Distributions will be made after the allocation of
contributions and earnings is complete for the allocation period in which
employment is terminated. Benefits paid upon termination, retirement or death
may be a lump-sum payment or a series of payments. Participants may be
permitted to receive a distribution from their employee accounts prior to
termination if they experience a financial hardship. Any distribution would
be limited to actual employee savings contributions not previously withdrawn.
Amounts allocated to terminated employees totaled approximately $26,000 and
$0 at December 31, 1997 and 1996, respectively.
Upon termination of employment for any reason other than retirement,
disability or death, and providing that the value of the participant's
nonforfeitable benefit does not exceed $3,500, this amount will be paid in a
lump sum as soon as administratively feasible.
. FORFEITED ACCOUNTS - At December 31, 1997 and 1996, forfeited nonvested
accounts totaled $0 and $2,029, respectively. Forfeitures are used to offset
the Company's contribution.
3. Significant Accounting Policies:
-------------------------------
VALUATION OF INVESTMENTS - Investments are stated at fair value. The U.S.
Treasury Obligations Fund, a portion of the Common Stock Fund and the
Distribution Account are invested in money market funds which are stated at
cost which approximates market. Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day
of the Plan year. All other funds consist primarily of investments in mutual
funds which are stated at current market value as determined by the Trustee,
using published market prices.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
10
NOTES TO FINANCIAL STATEMENTS, Continued
____
3. Significant Accounting Policies, continued:
--------------------------------
NET APPRECIATION (DEPRECIATION) - The Plan presents, in the accompanying
statements of changes in net assets available for plan benefits with fund
information, the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the
unrealized appreciation (depreciation) of those investments.
DISTRIBUTIONS TO PARTICIPANTS - Distributions to participants are recorded
when paid.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of net assets
available for plan benefits and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of additions to and deductions from net assets available for plan
benefits during the reporting period. Actual results could differ from
those estimates.
RISKS AND UNCERTAINTIES - The Plan provides for various investment options
in any combination of stocks, bonds, fixed income securities, mutual funds
and other investment securities. Investment securities are exposed to
various risks, such as interest rate, market and credit risk. Due to the
level of risk associated with certain investment securities and the level
of uncertainty related to changes in the value of investment securities, it
is at least reasonably possible that changes in risks in the near term
would materially affect participants' account balances and the amounts
reported in the statements of net assets available for plan benefits with
fund information and the statements of changes in net assets available for
plan benefits with fund information.
4. Investments:
-----------
The Plan's assets are held in a trust by the Trustee. The following
investments represent five percent or greater of net assets available for
Plan benefits at December 31:
1997 1996
---- ----
Fountain Square U.S. Treasury Obligations Fund $ 39,774 $ 55,793
Fountain Square Balanced Fund 36,786 11,888
Vanguard Index Trust 500 Portfolio 180,194 41,084
Fidelity Advisor Series II Growth Opportunities Fund 125,123 33,787
Heartland Value Fund 120,562 32,653
Extended Stay America, Inc. common stock 121,346
11
NOTES TO FINANCIAL STATEMENTS, Continued
____
5. Administrative Expenses:
------------------------
Administrative expenses of approximately $6,500 in 1997 and 1996,
respectfully, were paid by the Company at no cost to the Plan.
6. Income Tax Status:
------------------
The Plan has currently filed with the Internal Revenue Service under
Section 401 (a) of the Internal Revenue Code to qualify as a tax-exempt
plan from federal income taxes under provisions of the current income tax
law.
12
SUPPLEMENTAL SCHEDULES
STUDIO PLUS HOTELS, INC.
RETIREMENTPLUS SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1997
_____
Identity of Issuer, Borrower, Current
Shares Lessor or Similar Party Description of Investment Cost Value
- ------ ----------------------------- ------------------------- ---- -------
39,774 Fifth Third Bank (1) Fountain Square U.S.
Treasury Obligation Fund $ 39,774 $ 39,774
1,688 Fidelity Fidelity Advisor Series IV
Intermediate Bond Fund 17,686 17,893
2,582 Fifth Third Bank (1) Fountain Square Balanced
Fund 35,373 36,786
2,001 Vanguard Vanguard Index Trust 500
Portfolio 155,487 180,194
2,948 Fidelity Fidelity Advisor Series II
Growth Opportunities Fund 111,802 125,123
3,560 Heartland Value Fund 120,813 120,562
9,756 Extended Stay America, Extended Stay America,
Inc. (1) Inc. common stock 146,280 121,346
-------- --------
$627,215 $641,678
======== ========
(1) Party-in-interest
13
STUDIO PLUS HOTELS, INC.
RETIREMENTPLUS SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
Current
Value on
Number of Purchase Selling Cost of Transaction Gain
Transaction Type and Description Transactions Price Price Asset Date or (Loss)
- -------------------------------- ------------ ---------- --------- ------- ----------- -----------
I. Single transaction in excess of five percent:
None
II. Series of transactions with respect to any
plan asset other than securities in excess
of five percent:
None
III. Series of transactions with respect to securities
of the same issue in excess of five percent:
Fifth Third Bank (1) - Fountain
Square Balanced Fund 24 $ 22,141 $ 22,141 $ 22,141
Fifth Third Bank (1) - Vanguard
Index Trust 500 Portfolio 27 120,261 120,261 120,261
Fifth Third Bank (1) - Fidelity
Advisor Series II Growth
Opportunities Fund 25 78,406 78,406 78,406
Fifth Third Bank (1) - Heartland
Value Fund 27 90,981 90,981 90,981
Extended Stay America, Inc. (1) -
common stock 20 90,358 90,358 90,358
Extended Stay America, Inc. (1) -
common stock 5 13,193 15,983 15,983 (2,790)
Studio Plus Hotels, Inc. (1) -
common stock 9 78,739 78,739 78,739
Studio Plus Hotels, Inc. (1) -
common stock 3 11,746 9,826 11,746 (1,920)
Fifth Third Bank (1) - Fountain
Square U.S. Treasury
Obligation Fund 38 135,692 135,692 135,692
Fifth Third Bank (1) - Fountain
Square U.S. Treasury
Obligation Fund 20 151,712 151,712 151,712
IV. Any transaction with respect to securities
with a person if any prior or subsequent
transactions with such person exceeded
five percent:
None
(1) Party-in-interest
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
STUDIO PLUS HOTELS, INC.
RETIREMENTPLUS SAVINGS PLAN
By: Studio Plus Hotels, Inc.
Plan Administrator
By: /s/ Robert A. Brannon
Robert A. Brannon
Vice President, Secretary, and Treasurer
Date: July 15, 1998
EXHIBIT INDEX
Exhibit Number Description of Exhibit
(23) Consent of Independent
Accountants