1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 27, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
American Restaurant Group, Inc.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-48183 33-0193602
- ------------------------------- ---------------- ------------------
(State or other jurisdiction of (Commission File (I.R.S. employer
incorporation or organization) Number) identification no.)
450 Newport Center Drive
Newport Beach, CA 92660
(949) 721-8000
-------------------------------------------------------------
(Address and telephone number of principal executive offices)
--------------------------------------------------
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 (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 [ ]
The number of outstanding shares of the Company's Common Stock (one cent par
value) as of May 1, 2000 was 128,081.
2
AMERICAN RESTAURANT GROUP, INC.
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Condensed Balance Sheets....................................................... 1
Consolidated Statements of Operations....................................................... 3
Consolidated Statements of Cash Flows....................................................... 4
Notes to Consolidated Condensed Financial Statements........................................ 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................................... 7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.................................. 9
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......................................... 9
ITEM 5. OTHER INFORMATION........................................................................... 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................................................ 10
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
DECEMBER 27, 1999 AND MARCH 27, 2000
ASSETS December 27, March 27,
1999 2000
------------ ------------
(unaudited)
CURRENT ASSETS:
Cash $ 9,217,000 $ 14,785,000
Accounts and notes receivable, net of reserve of
$494,000 and $509,000 at December 27, 1999
and March 27, 2000, respectively 4,144,000 4,503,000
Inventories 5,203,000 5,147,000
Prepaid expenses 4,103,000 2,633,000
------------ ------------
Total current assets 22,667,000 27,068,000
------------ ------------
PROPERTY AND EQUIPMENT:
Land and land improvements 5,482,000 5,432,000
Buildings and leasehold improvements 109,333,000 107,612,000
Fixtures and equipment 77,780,000 76,701,000
Property held under capital leases 11,508,000 11,508,000
Construction in progress 4,334,000 4,417,000
------------ ------------
208,437,000 205,670,000
Less-- Accumulated depreciation 120,937,000 118,928,000
------------ ------------
87,500,000 86,742,000
------------ ------------
OTHER ASSETS-- NET 32,562,000 30,758,000
------------ ------------
Total Assets $142,729,000 $144,568,000
============ ============
The accompanying notes are an integral part of these
consolidated condensed statements.
(consolidated condensed balance sheets continued on the following page)
1
4
LIABILITIES AND COMMON STOCKHOLDERS' December 27, March 27,
EQUITY 1999 2000
------------ ------------
(unaudited)
CURRENT LIABILITIES:
Accounts payable $ 20,792,000 $ 23,528,000
Accrued liabilities 19,557,000 17,258,000
Accrued insurance 4,196,000 5,814,000
Accrued interest 7,010,000 2,461,000
Accrued payroll costs 7,482,000 7,507,000
Current portion of obligations
under capital leases 967,000 996,000
Current portion of long-term debt 477,000 443,000
------------ ------------
Total current liabilities 60,481,000 58,007,000
------------ ------------
LONG-TERM LIABILITIES, net of current portion:
Obligations under capital leases 5,599,000 5,338,000
Long-term debt 160,297,000 160,304,000
------------ ------------
Total long-term liabilities 165,896,000 165,642,000
------------ ------------
DEFERRED GAIN 4,395,000 4,344,000
------------ ------------
COMMITMENTS AND CONTINGENCIES
CUMULATIVE PREFERRED STOCK,
MANDATORILY REDEEMABLE:
Senior pay-in-kind exchangeable preferred
stock, $0.01 par value; 160,000 shares
authorized; 39,225 shares issued and
outstanding at December 27, 1999 and
March 27, 2000 41,914,000 43,286,000
------------ ------------
COMMON STOCKHOLDERS' EQUITY:
Common stock, $0.01 par value; 1,000,000
shares authorized; 128,081 shares
issued and outstanding at December 27,
1999 and March 27, 2000 1,000 1,000
Paid-in capital 50,552,000 49,181,000
Accumulated deficit (180,510,000) (175,893,000)
------------ ------------
Total common stockholders' deficit (129,957,000) (126,711,000)
------------ ------------
Total liabilities and common
stockholders' equity $142,729,000 $144,568,000
============ ============
The accompanying notes are an integral part of these
consolidated condensed statements.
2
5
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THIRTEEN WEEKS ENDED MARCH 29, 1999 and MARCH 27, 2000
(UNAUDITED)
Thirteen Weeks Ended
-----------------------------------
March 29, March 27,
1999 2000
------------- -------------
REVENUES $ 109,463,000 $ 111,156,000
RESTAURANT COSTS:
Food and beverage 34,186,000 35,177,000
Payroll 33,298,000 31,790,000
Direct operating 26,707,000 25,774,000
Depreciation and amortization 3,522,000 3,918,000
GENERAL AND ADMINISTRATIVE EXPENSES 5,119,000 4,430,000
GRANDY'S FRANCHISE CONVERSION PROGRAM:
(Gain) loss on sale of assets (834,000) 633,000
Non-cash charge for assets to be disposed 108,000 --
------------- -------------
Operating profit 7,357,000 9,434,000
INTEREST EXPENSE, net 4,840,000 4,814,000
------------- -------------
Income before provision for income taxes 2,517,000 4,620,000
PROVISION FOR INCOME TAXES 2,000 3,000
------------- -------------
Net income $ 2,515,000 $ 4,617,000
============= =============
The accompanying notes are an integral part of these
consolidated condensed statements.
3
6
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED MARCH 29, 1999 AND MARCH 27, 2000
(UNAUDITED)
March 29, March 27,
1999 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $109,087,000 $110,909,000
Cash paid to suppliers and employees (101,366,000) (93,969,000)
Interest paid, net (9,432,000) (9,363,000)
Income taxes paid (2,000) (3,000)
------------ ------------
Net cash provided by (used in) operating
activities (1,713,000) 7,574,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,072,000) (3,004,000)
Net (increase) decrease in other assets 210,000 (113,000)
Proceeds from disposition of assets 438,000 475,000
Proceeds from sale of Grandy's assets 2,915,000 895,000
------------ ------------
Net cash provided by (used in)
investing activities 1,491,000 (1,747,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on indebtedness (5,101,000) (121,000)
Borrowings on indebtedness 5,000,000 94,000
Net increase in deferred debt costs (21,000) -
Payments on capital lease obligations (218,000) (232,000)
------------ ------------
Net cash used in financing activities (340,000) (259,000)
------------ ------------
NET INCREASE (DECREASE) IN CASH (562,000) 5,568,000
CASH, at beginning of period 8,832,000 9,217,000
------------ ------------
CASH, at end of period $ 8,270,000 $ 14,785,000
============ ============
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY
(USED IN) OPERATING ACTIVITIES:
Net income $ 2,515,000 $ 4,617,000
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 3,522,000 3,918,000
Amortization of deferred gain (138,000) (51,000)
(Gain) loss on disposition of assets (860,000) 523,000
Non-cash charge for assets to be disposed 108,000 -
(Increase) decrease in current assets:
Accounts and notes receivable, net (376,000) (247,000)
Inventories 390,000 56,000
Prepaid expenses 332,000 1,469,000
Increase (decrease) in current liabilities:
Accounts payable 3,109,000 2,737,000
Accrued liabilities (5,791,000) (2,542,000)
Accrued insurance 714,000 1,618,000
Accrued interest (4,592,000) (4,549,000)
Accrued payroll (646,000) 25,000
------------ ------------
Net cash provided by (used in)
operating activities $ (1,713,000) $ 7,574,000
============ ============
The accompanying notes are an integral part of these
consolidated condensed statements.
4
7
AMERICAN RESTAURANT GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. MANAGEMENT OPINION
The Consolidated Condensed Financial Statements included were prepared
by the Company, without audit, in accordance with Securities and
Exchange Commission Regulation S-X. In the opinion of management of
the Company, these Consolidated Condensed Financial Statements contain
all adjustments (all of which are of a normal recurring nature)
necessary to present fairly the Company's financial position as of
December 27, 1999 and March 27, 2000, and the results of its
operations and its cash flows for the thirteen weeks ended March 29,
1999 and March 27, 2000. The Company's results for an interim period
are not necessarily indicative of the results that may be expected for
the year.
Although the Company believes that all adjustments necessary for a
fair presentation of the interim periods presented are included and
that the disclosures are adequate to make the information presented
not misleading, we suggest that these Consolidated Condensed Financial
Statements be read in conjunction with the Consolidated Financial
Statements and related notes included in the Company's annual report
on Form 10-K, File No. 33-48183, for the year ended December 27, 1999.
2. OPERATIONS
The Company's operations are affected by local and regional economic
conditions, including competition in the restaurant industry. The
Company has had recurring operating losses in recent years. A
recapitalization plan was consummated during 1998. This plan
substantially eliminated debt principal payments until the year 2003.
Management believes the recapitalization has allowed it to effect
changes in its operations and has implemented measures to reduce
overhead costs. However, the Company does not expect to generate
sufficient cash flow from operations in the future to make principal
payments on long-term debt upon maturity in the year 2003 and,
accordingly, it expects to refinance all or a portion of such debt,
obtain new financing or possibly sell assets.
3. INCOME TAX
The tax provision against the Company's pre-tax income in 1999 and
2000 consisted of certain state income tax payments. The provision in
1999 included an estimated Federal income tax payment. The Company
previously established a valuation allowance against net operating
loss carryforwards.
5
8
4. SEGMENT REPORTING
The Company follows the provisions of Statement of Financial
Accounting Standards Number 131, Disclosures about Segments of an
Enterprise and Related Information. The Company's reportable operating
segments include Black Angus, Grandy's, and the Other Concepts
(Spoons, Spectrum and National Sports Grill, none of which meet the
separate disclosure requirements).
The applicable line items for the Company's reportable segments
reconciled to the consolidated financial statements for the thirteen
weeks ended March 29, 1999 and March 27, 2000 are as follows (in
thousands, except for number of restaurants):
March 29, March 27,
1999 2000
---------- ----------
Number of Restaurants
Black Angus 100 102
Grandy's 77 52
Other Concepts 38 35
---------- ----------
Total Consolidated 215 189
========== ==========
Revenues (a)
Black Angus $ 71,210 $ 78,590
Grandy's 17,038 10,859
Other Concepts 21,215 21,707
---------- ----------
Total Consolidated $ 109,463 $ 111,156
========== ==========
Gross Profit (b)
Black Angus $ 11,375 13,460
Grandy's 2,158 1,285
Other Concepts 1,739 3,669
---------- ----------
Total Consolidated $ 15,272 $ 18,414
========== ==========
Net Income (loss) (c)
Black Angus $ 4,986 $ 6,673
Grandy's 566 (879)
Other Concepts (660) 1,351
Corporate (2,375) (2,525)
---------- ----------
Total Consolidated $ 2,517 $ 4,620
========== ==========
(a) Reflects sales and revenues from external customers. Intersegment
sales and revenues are not applicable.
(b) Gross profit is defined as revenues less food and beverage,
payroll and direct operating costs.
(c) Before provision for income taxes and extraordinary items.
There has not been a material change from the total asset amounts
disclosed in the December 27, 1999 Form 10-K; therefore, total assets
are not disclosed in this Form 10-Q.
5. SUBSIDIARY GUARANTORS
Separate financial statements of the Company's subsidiaries are not
included in this report on Form 10-Q because the subsidiaries are
fully, unconditionally jointly and severally liable for the
obligations of the Company under the Company's 11.5% senior secured
notes, due 2003, and the aggregate net assets, earnings and equity of
such subsidiary guarantors are substantially equivalent to the net
assets, earnings and equity of the Company on a consolidated basis.
6
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of American Restaurant Group, Inc.'s
financial condition and results of operations should be read in conjunction with
the historical financial information included in the Consolidated Condensed
Financial Statements.
RESULTS OF OPERATIONS
Thirteen weeks ended March 29, 1999 and March 27, 2000:
Revenues. Total revenues increased from $109.5 million in the first quarter of
1999 to $111.2 million in the first quarter of 2000. Same-store-sales increased
6.0%. During the thirteen weeks ended March 27, 2000, the Company opened one
restaurant and converted five Grandy's restaurants from company-owned to
franchised restaurants. There were 215 restaurants operating as of March 29,
1999 and 189 operating as of March 27, 2000.
Black Angus revenues increased 10.4% to $78.6 million in the first quarter of
2000 as compared to the same period in 1999. The increase consisted of a $5.9
million increase in same-store-sales or 8.4% and a $2.5 million increase related
to three new stores opened in the second half of 1999. These amounts were
partially offset by a $1.0 million decrease from two restaurants closed at the
end of the leases.
Grandy's revenues decreased 36.3% to $10.9 million in the first quarter of 2000
as compared to the same period in 1999. The decrease consisted of $3.8 million
from 17 restaurants converted from company-owned to franchised operations in
1999 and 2000 and $1.9 million from 17 restaurants closed during 1999 as well as
a $0.9 million, or 9.0%, decline in same-store sales. These amounts were
partially offset by a $0.4 million increase related to one new restaurant and a
$0.1 million increase in franchise revenues.
Revenues from Other Concepts (Spoons, Spectrum and National Sports Grill)
increased 2.3% to $21.7 million in the first quarter of 2000 compared to the
same quarter in 1999. The increase consisted of a $1.0 million, or 5.2%,
increase in same-store sales and a $0.6 million increase from one new restaurant
opened in the third quarter of 1999. These amounts were partially offset by $1.2
million related to four restaurants closed during 1999.
Food and Beverage Costs. As a percentage of revenues, food and beverage costs
increased to 31.6% in the first quarter of 2000 from 31.2% in the first quarter
of 1999. The increase was related primarily to seafood costs at Black Angus.
Payroll Costs. As a percentage of revenues, labor costs decreased to 28.6% in
the first quarter of 2000 from 30.4% in the first quarter of 1999. The decrease
was primarily lower unit staff payroll costs at the Other Concepts.
Direct Operating Costs. Direct operating costs consist of occupancy, advertising
and other expenses incurred by individual restaurants. As a percentage of
revenues, these costs decreased to 23.2% in the first quarter of 2000 from 24.4%
in the first quarter of 1999 due primarily to fixed utility and occupancy costs
against higher revenues.
Depreciation and Amortization. Depreciation and amortization consists of
depreciation of fixed assets used by individual restaurants, divisions and
corporate offices, as well as amortization of intangible assets. As a percentage
of revenues, depreciation and amortization increased to 3.5% in the first
quarter of 2000 from 3.2% in the first quarter of 1999. The increase was
primarily from a non-cash adjustment to amortization of leasehold interests at
Black Angus.
7
10
General and Administrative Expenses. General and administrative expenses
decreased to $4.4 million in the first quarter of 2000 from $5.1 million in the
first quarter of 1999. The decrease was primarily from a reduction in division
overhead expenses. General and administrative expenses as a percentage of
revenues were 4.0% in the first quarter of 2000 and 4.7% in the first quarter of
1999.
Grandy's Franchise Conversion Program. In conjunction with a plan announced in
1998 to convert a majority of its company-owned Grandy's restaurants to
franchised restaurants, the Company recorded a $0.6 million loss on the sale of
the property and equipment, including applicable lease rights and certain
intangible assets, related to the conversion of restaurants in the first quarter
of 2000. In 1999, the Company recorded a $0.8 million gain as well as a non-cash
charge of $0.1 million related to conversions during the first quarter of 1999.
Operating Profit. Due to the above items, operating profit increased to $9.4
million in the first quarter of 2000 from $7.4 million in the first quarter of
1999. As a percentage of revenues, operating profit increased to 8.5% in the
first quarter of 2000 from 6.7% in the first quarter of 1999.
Interest Expense - Net. Interest expense remained constant at $4.8 million. The
Company's average stated interest rate increased to 11.4% in the first quarter
of 2000 from 11.2% in the first quarter of 1999. The weighted-average debt
balance (excluding capitalized lease obligations) decreased to $160.6 million in
the first quarter of 2000 from $162.2 million in the first quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash flow from operations and
borrowings under its credit facilities. The Company requires capital principally
for the acquisition and construction of new restaurants, the remodeling of
existing restaurants and the purchase of new equipment and leasehold
improvements. As of March 27, 2000, the Company had cash of $14.8 million.
In general, restaurant businesses do not have significant accounts receivable
because sales are made for cash or by credit card vouchers which are ordinarily
paid within three to five days, and restaurant businesses do not maintain
substantial inventory because of the relatively brief shelf life and frequent
turnover of food products. Additionally, restaurants generally are able to
obtain trade credit in purchasing food and restaurant supplies. As a result,
restaurants are frequently able to operate with working capital deficits, i.e.,
current liabilities exceed current assets. At March 27, 2000, the Company had a
working capital deficit of $30.9 million.
In conjunction with the Company's plan to convert a majority of its
company-owned Grandy's restaurants to franchised restaurants, the Company
received proceeds of $0.9 million related to the conversion of restaurants in
the first quarter of 2000. The Company continues to market its Grandy's
restaurants for franchising; however, the timing and amount of proceeds from the
conversion of these restaurants cannot be determined. The Company is required to
reinvest the net proceeds from restaurant sales as capital expenditures or to
pay down outstanding debt.
The Company estimates that capital expenditures of $6.0 million to $8.0 million
are required annually to maintain and refurbish its existing restaurants. In
addition, the Company spends approximately $10.0 million to $12.0 million
annually for repairs and maintenance which are expensed as incurred. Other
capital expenditures, which are generally discretionary, are primarily for the
construction of new restaurants and for expanding, reformatting and extending
the capabilities of existing restaurants and for general corporate purposes.
Total capital expenditures year-to-date were $2.1 million and $3.0 million in
1999 and 2000, respectively. The Company estimates that capital expenditures in
2000 will be approximately $10.0 million. The Company intends to open new
restaurants with small capital outlays and to finance most of the expenditures
through operating leases.
8
11
As of March 29, 1999 and March 27, 2000, the Company had outstanding letters of
credit primarily related to its self-insurance programs of $3.6 million and $6.9
million, respectively.
As a result of the 11.5% senior secured notes issued by the Company in February
1998, the Company is obligated to make semiannual interest payments on February
15 and August 15 through February 2003. Accordingly, an interest payment of $9.1
million was made in February 2000.
Substantially all assets of the Company are pledged to its senior lenders. In
addition, the subsidiaries have guaranteed the indebtedness owed by the Company
and such guarantee is secured by substantially all of the assets of the
subsidiaries. In connection with such indebtedness, contingent and mandatory
prepayments may be required under certain specified conditions and events. There
are no compensating balance requirements.
Although the Company is highly leveraged, based upon current levels of
operations and anticipated growth, the Company expects that cash flows generated
from operations together with its other available sources of liquidity will be
adequate to make required payments of principal and interest on its
indebtedness, to make anticipated capital expenditures and to finance working
capital requirements. However, the Company does not expect to generate
sufficient cash flow from operations in the future to pay the Notes upon
maturity and, accordingly, it expects to refinance all or a portion of such
debt, obtain new financing or possibly sell assets.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The market risk of the Company's financial instruments as of March 27, 2000 has
not materially changed since December 27, 1999. The market risk profile on
December 27, 1999 is disclosed in the Company's annual report on Form 10-K, File
No. 33-48183, for the year ended December 27, 1999.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
American Restaurant Group, Inc., issued the following press release on May 09,
2000:
For Immediate Release
May 09, 2000
Newport Beach, California - American Restaurant Group, Inc. announced today that
it has agreed to sell all of the outstanding shares of its wholly owned
subsidiaries, Grandy's, Inc., Spoons Restaurants, Inc., Spectrum Foods, Inc. and
Local Favorite, Inc., which operate its Grandy's, Spoons, Spectrum and National
Sports Grill restaurants ("Non-Black Angus Concepts") to NBACo, Inc., a company
whose principal shareholder is Anwar Soliman, CEO of American Restaurant Group,
Inc. The purchase price of $25.0 million is subject to adjustments through
closing mainly related to indebtedness represented by capital lease obligations
and any proceeds received as a result of the sale, franchising or licensing of
assets of the Non-Black Angus Concepts after March 29, 1999. At the time of
signing, the purchase price adjustments amounted to $10.1 million. As part of
the transaction, American Restaurant Group, Inc. will assume certain obligations
of the subsidiaries being sold, including leases of closed restaurants of the
subsidiaries. Proceeds from the sale are expected to be used to pay down the
senior secured notes of American Restaurant Group, Inc. The transaction, which
is subject to customary conditions, is expected to close in the second quarter
of 2000. Once the sale of the Non-Black Angus Concepts is completed, the only
restaurant concept remaining with American Restaurant Group, Inc. will be Stuart
Anderson's Black Angus and Cattle Company Restaurants.
9
12
The revenues, gross profit and net income of the Black Angus division are
included in Note 4. "Segment Reporting" of the Notes to Consolidated Condensed
Financial Statements included in this Form 10-Q. There has not been a material
change in the total assets of the Black Angus division disclosed in the
December 27, 1999 Form 10-K: therefore the total assets are not disclosed in
this Form 10-Q.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
Exhibit No. Description
27.1 Financial Data Schedule, which is submitted
electronically to the Securities and Exchange
Commission for information only.
10
13
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.
AMERICAN RESTAURANT GROUP, INC.
-----------------------------------
(Registrant)
Date: May 11, 2000 By: /s/ KEN DI LILLO
------------------- --------------------------------
Ken Di Lillo
Treasurer and Assistant Secretary
11
14
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
27.1 Financial Data Schedule, which is submitted
electronically to the Securities and Exchange
Commission for information only.