1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2001
Commission File Number 0-11928
AMERICAN BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
LOUISIANA 72-0951347
- ------------------------------- -------------------------------
(State or other jurisdiction of (I R S Employer I. D. Number)
incorporation or organization)
321 EAST LANDRY STREET, OPELOUSAS, LA 70570
- --------------------------------------- -------------------------------
(Address of principal executive office) (Zip Code)
(337) 948-3056
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(Registrant's telephone number, including area code)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name, address, 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 periods 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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common stock, $5 Par Value------117,244 shares as of April 30, 2001
2
AMERICAN BANCORP, INC.
(PARENT COMPANY ONLY)
BALANCE SHEET
(In Thousands Except for Per Share Data)
March 31, 2001 Dec 31, 2000
-------------- ------------
ASSETS
(Unaudited) (Note 1)
Cash on deposit with subsidiary $ 17 $ 27
Investment in subsidiary 11,580 11,044
Dividend receivable 0 0
Due from subsidiary 116 28
------------ ------------
TOTAL ASSETS $ 11,713 $ 11,099
============ ============
LIABILITIES
Accrued income taxes payable $ 110 $ 23
Other liabilities 0 0
------------ ------------
TOTAL LIABILITIES $ 110 $ 23
------------ ------------
SHAREHOLDERS' EQUITY
Common stock, $5 par value; authorized
10,000,000 shares; issued 120,000 shares;
117,244 and 117,630 shares outstanding,
respectively $ 600 $ 600
Surplus 2,150 2,150
Retained earnings 8,698 8,442
Treasury stock, 2,756 and 2,370 shares at cost,
respectively (162) (135)
Net unrealized gain (loss) on securities
available for sale, net of tax 317 19
------------ ------------
TOTAL SHAREHOLDERS' EQUITY $ 11,603 $ 11,076
------------ ------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 11,713 $ 11,099
============ ============
See Notes to Consolidated Financial Statements.
3
AMERICAN BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands Except for Per Share Data)
March 31, 2001 Dec 31, 2000
-------------- ------------
(Unaudited) (Note 1)
ASSETS
Cash and Due From Banks $ 4,959 $ 6,901
Federal Funds Sold 6,350 4,775
------------ ------------
Total Cash and Cash Equivalents $ 11,309 $ 11,676
Interest Bearing Deposits With Banks 199 298
Securities Held to Maturity 3,697 4,896
Securities Available for Sale 29,886 31,067
Loans - Net of allowance for loan losses 33,297 32,080
Bank Premises and Equipment 1,639 1,550
Other Real Estate 0 0
Accrued Interest Receivable 529 666
Other Assets 543 527
------------ ------------
TOTAL ASSETS $ 81,099 $ 82,760
============ ============
LIABILITIES
Deposits:
Non-Interest Bearing Demand Deposits $ 26,537 $ 25,926
Interest Bearing Deposits:
NOW Accounts 7,721 12,772
Money Market Accounts 2,817 2,602
Savings 10,400 9,358
Time Deposits $ 100,000 or More 5,554 5,179
Other Time Deposits 15,847 15,482
------------ ------------
Total Deposits $ 68,876 $ 71,319
Accrued Interest Payable 145 159
Other Liabilities 475 206
------------ ------------
TOTAL LIABILITIES $ 69,496 $ 71,684
------------ ------------
SHAREHOLDERS' EQUITY
Common Stock, $5 par value; authorized
10,000,000 shares; issued 120,000 shares;
117,244 and 117,630 shares outstanding,
respectively $ 600 $ 600
Surplus 2,150 2,150
Retained Earnings 8,698 8,442
Treasury stock, 2,756 and 2,370 shares at cost,
respectively (162) (135)
Unrealized Gain (Loss) on Securities
Available for Sale, net of tax 317 19
------------ ------------
TOTAL SHAREHOLDERS' EQUITY $ 11,603 $ 11,076
------------ ------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 81,099 $ 82,760
============ ============
See Notes to Consolidated Financial Statements.
4
AMERICAN BANCORP, INC.
(PARENT COMPANY ONLY)
INCOME STATEMENT
(Unaudited)
(In Thousands )
Three Months Ended
March 31,
-----------------------------
2001 2000
------------- -------------
INCOME FROM SUBSIDIARY
Dividends from bank subsidiary $ 22 $ --
OPERATING EXPENSES
Directors fees 3 3
Other expenses 1 1
------------- -------------
TOTAL EXPENSES 4 4
Earnings before income tax
and equity in undistributed earnings of
subsidiary 18 (4)
Provision for income taxes 0 0
------------- -------------
Earnings before equity in undistributed
earnings of subsidiary 18 (4)
Equity in undistributed earnings of
subsidiary 238 333
------------- -------------
Net Income $ 256 $ 329
============= =============
See Notes to Consolidated Financial Statements.
5
AMERICAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In Thousands Except for Per Share Data)
Three Months Ended
March 31,
--------------------------- INCREASE
2001 2000 (DECREASE)
------------ ------------ ------------
INTEREST INCOME:
Interest and fees on loans $ 741 $ 667 $ 74
------------ ------------ ------------
Interest on investment securities:
Taxable 381 416 (35)
Tax-Exempt 102 103 (1)
Other Interest 92 91 1
------------ ------------ ------------
TOTAL INTEREST INCOME 1,316 1,277 39
------------ ------------ ------------
INTEREST EXPENSE:
Interest on deposits 400 371 29
Interest on short-term borrowings 0 0 0
------------ ------------ ------------
TOTAL INTEREST EXPENSE 400 371 29
------------ ------------ ------------
NET INTEREST INCOME 916 906 10
Provision for possible loan losses 10 0 10
------------ ------------ ------------
Net Interest Income after provision for
possible loan losses 906 906 0
------------ ------------ ------------
NON-INTEREST INCOME:
Service charges on deposit accounts 133 133 0
Investment securities gains (losses) 0 0 0
Other 28 51 (23)
------------ ------------ ------------
TOTAL NON-INTEREST INCOME 161 184 (23)
------------ ------------ ------------
NON-INTEREST EXPENSE:
Salaries and Employee Benefits 387 320 67
Net Occupancy Expense 151 127 24
Net cost of operation of O.R.E.O 0 0 0
Other 190 195 (5)
------------ ------------ ------------
TOTAL NON-INTEREST EXPENSE 728 642 86
------------ ------------ ------------
INCOME BEFORE INCOME TAXES 339 448 (109)
Provision for income taxes 83 119 (36)
------------ ------------ ------------
NET INCOME $ 256 $ 329 $ (73)
============ ============ ============
Net income per share of common stock $ 2.18 $ 2.80 $ (0.62)
============ ============ ============
See Notes to Consolidated Financial Statements
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AMERICAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY For the
Three Month Periods Ended March 31, 2001 & 2000
(Unaudited)
(In Thousands)
ACCUMULATED
OTHER
STOCK RETAINED COMPREHENSIVE TREASURY COMPREHENSIVE
AMOUNT SURPLUS EARNINGS INCOME STOCK INCOME TOTAL
--------- ---------- --------- ------------- ------------ ------------- ---------
Balance December 31, 1999 $ 600 $ 2,150 $ 7,439 $ (554) $ (129) $ 0 $ 9,506
Comprehensive income
Net Income (Loss) -- 329 -- -- 329 329
Other comprehensive income,
net of tax:
Change in Unrealized gains
(losses) on securities
available for sale -- -- (117) -- (117) (117)
------------
Total comprehensive income -- -- -- -- $ 212
============
Purchase of treasury stock -- -- -- (1) (1)
Dividends paid -- 0 -- -- 0
--------- ---------- --------- ------------ ------------ ---------
Balance , March 31, 2000 $ 600 $ 2,150 $ 7,768 $ (671) $ (130) $ 9,717
========= ========== ========= ============ ============ =========
Balance December 31, 2000 $ 600 $ 2,150 $ 8,442 $ 19 $ (135) $ 0 $ 11,076
Comprehensive income
Net Income (Loss) -- 256 -- -- 256 256
Other comprehensive income,
net of tax:
Change in Unrealized gains
(losses) on securities
available for sale -- -- 298 -- 298 298
------------
Total comprehensive income -- -- -- -- $ 554
============
Purchase of treasury stock -- -- -- (27) (27)
Dividends paid -- -- -- --
--------- ---------- --------- ------------ ------------ ---------
Balance , March 31, 2001 $ 600 $ 2,150 $ 8,698 $ 317 $ (162) $ 11,603
========= ========== ========= ============ ============ =========
See Notes to Consolidated Financial Statements
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AMERICAN BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
Three Months Ended March 31,
----------------------------
2001 2000
------------ ------------
OPERATING ACTIVITIES
Net income $ 256 $ 329
Adjustments to reconcile net income to net cash
provided by operating activities:
Premium amortization, net of accretion on
investment securities (30) (21)
Depreciation 43 32
Provision for loan loss 10 0
(Gain) loss on disposal of assets 0 0
(Increase) decrease in assets:
Other real estate owned 0 0
Accrued interest receivable 137 47
Other assets (16) 23
Increase (decrease) in liabilities:
Accrued interest payable (14) (6)
Other liabilities 269 144
------------ ------------
Net cash provided by operating activities $ 655 $ 548
------------ ------------
INVESTING ACTIVITIES
(Increase) decrease in interest bearing deposits with banks $ 99 $ 99
Proceeds from sales & maturities of available for sale securities 6,302 832
Proceeds from sales & maturities of held to maturity securities 700 0
Purchases of available for sale securities (4,303) (2,064)
Purchases of held to maturity securities 0 (300)
(Increase) decrease in loans (1,217) (660)
Purchases of property & equipment (133) (232)
Other 0 (2)
------------ ------------
Net cash provided by (used in) investing activities $ 1,448 $ (2,327)
------------ ------------
FINANCING ACTIVITIES
Increase (decrease) in demand deposits, transaction
accounts and savings $ (3,183) $ (2,194)
Increase (decrease) in time deposits 740 (40)
Dividends paid 0 0
Purchase of treasury stock (27) (1)
------------ ------------
Net cash provided by (used in) financing activities $ (2,470) $ (2,235)
------------ ------------
Increase (decrease) in cash and cash equivalents $ (367) $ (4,014)
Cash and cash equivalents at beginning of year 11,676 14,154
------------ ------------
Cash and cash equivalents at end of period $ 11,309 $ 10,140
============ ============
SUPPLEMENTAL DISCLOSURES:
Cash payments for:
Interest expense $ 414 $ 377
============ ============
Income taxes $ -- $ --
============ ============
See Notes to Consolidated Financial Statements
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AMERICAN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001
NOTE 1 - A BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted principles of
accounting for instructions to Form 10-Q and Article 10 of Regulations
S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments ( consisting of normal recurring accruals ) considered
necessary for a fair presentation have been included. Operating results
for the three month period ended March 31, 2001 are not necessarily
indicative of the results that may be expected for the year ended
December 31, 2001.
The balance sheet at December 31, 2000 has been derived from
the audited financial statements at that date, but does not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
For further information, refer to the consolidated financial
statements and footnotes thereto included in American Bancorp, Inc.'s
annual report on Form 10-K for the year ended December 31, 2000.
NOTE 2 - IMPAIRED LOANS
On January 1, 1995 the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 114, "Accounting by Creditors for
Impairment of a Loan." The adoption of SFAS No. 114 did not have a
material impact on the financial condition or operating results of the
Company. Interest payments received on impaired loans are applied to
principal if there is doubt as to the collectibility of the principal;
otherwise, these receipts are recorded as interest income.
As it relates to in-substance foreclosures, SFAS No. 114 requires that
a creditor continue to follow loan classification on the balance sheet
unless the creditor receives physical possession of the collateral. The
Company had no in-substance foreclosures in foreclosed assets to
transfer to nonperforming loans and no related reserve for losses to
transfer to the reserve for possible loan losses.
NOTE 3 - RELATED PARTIES
Directors, executive officers, and 10% shareholders and their
related interest had loans outstanding totaling $944,000 at March 31,
2001.
NOTE 4- EARNING PER SHARE
The earnings per share computations are based on weighted
average number of shares outstanding during each quarter of 117,364
and 117,704 for the quarters ended March 31, 2001 and 2000,
respectively.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion presents a review of the major factors and
trends affecting the performance of the Company and its bank subsidiary and
should be read in conjunction with the accompanying consolidated financial
statements and notes.
OVERVIEW
The Company reported net income of $ 256,000 for the first three months
of 2001 compared to $ 329,000 for the same period of 2000. On a per share basis,
the net income was $ 2.18 for the first three months of 2001 compared to $ 2.80
for the same period of 2000. The Company recorded a provision for possible loan
losses of $ 10,000 and $ 0 for the three months ended March 31, 2001 and 2000,
respectively. Net interest income increased 1.10% to $ 916,000 for the first
three months of 2001 compared to $ 906,000 for the same period of 2000.
Total assets were $ 81,099,000 at March 31, 2001, a decrease of
$1,661,000 from December 31, 2000. Loans increased by $ 1,217,000 or 3.79 % from
$ 32,080,000 at December 31, 2000 to $ 33,297,000 at March 31, 2001. Deposits
decreased by $ 2,443,000 or 3.43 % from $ 71,319,000 at December 31, 2000 to
$68,876,000 at March 31, 2001.
RESULTS OF OPERATIONS
NET INTEREST INCOME. Net interest income for the three months ended
March 31, 2001 totaled $ 916,000, a $ 10,000 increase from the same period in
2000. The greatest contributing factor to this increase was an increase in the
average balance of loans. This positive effect was partially negated mostly by a
decrease in the average balance of investment securities and a reduction in the
yield on those securities, and an increase in the interest paid on deposits. The
overall effect of volume and rate changes on net interest income during the
three month period ended March 31, 2001 was favorable.
PROVISION FOR POSSIBLE LOAN LOSSES. The Company recorded provisions for
possible loan losses of $ 10,000 and $ 0 for the first three months of 2001 and
2000, respectively. The recognition of this provision resulted from growth in
the loan portfolio and is not a reflection of a change in asset quality. As a
percentage of outstanding loans, the allowance for possible loan losses was
1.74% and 1.77 % at March 31, 2001 and December 31, 2000, respectively. The
provision is determined by the level of net charge offs, the size of the loan
portfolio, the level of nonperforming loans, anticipated economic conditions,
and review of financial condition of specific customers.
NONINTEREST INCOME. For the first three months of 2001 noninterest
income decreased $ 23,000 or 12.5 % compared to the same period of 2000.
Other non-interest income decreased by $ 23,000 or 45.1 % compared to the same
period of 2000. Part of this decrease is the result of a decrease in
miscellaneous income for the first quarter of 2001.
There were no securities gains in the three month periods ended March 31, 2001
and 2000.
10
NONINTEREST EXPENSE. For the first three months of 2001 noninterest
expense increased $ 86,000 or 13.4 % compared to the same period in 2000.
Salaries and employee benefits , the largest component of noninterest expense,
increased by $ 67,000 or 20.9 % for the first three months of 2001 as compared
to the same period in 2000. This increase was attributed to an increase in the
cost of benefits provided to employees and an overall increase in salaries.
Net occupancy expense also increased by $ 24,000 or 18.9% for the first three
months of 2001 as compared to the same period in 2000.
INCOME TAXES. The Company recorded provisions for income taxes of
$83,000 for the three month period ended March 31, 2001 as compared to $ 119,000
for the same period of 2000.
FINANCIAL CONDITION
LOANS. Loans were $ 33,297,000 at March 31, 2001; up by $ 1,217,000 or
3.79 % from December 31, 2000.
TABLE I - COMPOSITION OF LOAN PORTFOLIO
March 31, 2001 Dec 31, 2000
-------------- ------------
Commercial, Financial and Agricultural Loans $ 6,661 $ 6,946
Real Estate Construction Loans 914 539
Real Estate Mortgage Loans 21,000 20,052
Consumer Loans 5,310 5,122
Industrial Revenue Bonds 0 0
------------ ------------
TOTAL LOANS $ 33,885 $ 32,659
Allowance for possible loan losses 588 579
Unearned income 0 0
------------ ------------
$ 33,297 $ 32,080
============ ============
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SECURITIES HELD TO MATURITY. Securities held to maturity were
$3,697,000 at March 31, 2001; down by $ 1,199,000 or 24.49 % from December 31,
2000.
SECURITIES AVAILABLE FOR SALE. Securities available for sale were
$29,886,000 at March 31, 2001; down by $ 1,181,000 or 3.80 % from December 31,
2000.
TABLE II - INVESTMENT SECURITIES
A comparison of the book value and estimated market value of investment
securities is as follows:
March 31, 2001
---------------------------------------------------------
HELD-TO-MATURITY AVAILABLE-FOR-SALE
AMORT MARKET AMORT MARKET
COST VALUE COST VALUE
------------ ------------ ------------ ------------
U.S. Treasury $ 3,697 $ 3,754 $ -- $ --
U.S. Government Agencies 0 0 10,992 11,169
Mortgaged-backed securities 0 0 8,975 9,080
State & Political Subdivisions 0 0 9,290 9,488
Equity Securities 0 0 149 149
------------ ------------ ------------ ------------
TOTAL $ 3,697 $ 3,754 $ 29,406 $ 29,886
============ ============ ============ ============
December 31, 2000
---------------------------------------------------------
HELD-TO-MATURITY AVAILABLE-FOR-SALE
AMORT MARKET AMORT MARKET
COST VALUE COST VALUE
------------ ------------ ------------ ------------
U.S. Treasury $ 2,600 $ 2,570 $ 3,002 $ 2,999
U.S. Government Agencies 500 494 13,910 13,410
Mortgaged-backed securities 0 0 6,879 6,656
State & Political Subdivisions 0 0 9,575 9,284
Equity Securities 0 0 149 149
------------ ------------ ------------ ------------
TOTAL $ 3,100 $ 3,064 $ 33,515 $ 32,498
============ ============ ============ ============
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TABLE III - NONPERFORMING ASSETS
Non-performing assets include nonaccrual loans, loans which are contractually 90
days past due, restructured loans, and foreclosed assets. Restructured loans are
loans which, due to a deteriorated financial condition of the borrower, have a
below market yield. Interest payments received on nonperforming loans are
applied to reduce principal if there is doubt as to the collectibility of the
principal; otherwise, these receipts are recorded as interest income. Certain
nonperforming loans that are current as to principal and interest payments are
classified as nonperforming because there is a question concerning full
collectibility of both principal and interest.
Nonperforming assets totaled $ 3,000 at March 31, 2001, a $ 31,000 (91.2 %)
decrease from December 31, 2000. The composition of nonperforming assets are
illustrated below:
Non-Performing Loans: March 31, 2001 Dec 31,2000
-------------- ------------
Loans on Non-Accrual $ -- $ --
Restructured loans which are not
on non-accrual 3 34
------------ ------------
Total nonperforming loans 3 34
Other Real Estate and repossessed assets
received in complete or partial
satisfaction of loan obligation 0 0
------------ ------------
TOTAL NONPERFORMING ASSETS $ 3 $ 34
============ ============
Loans past due 90 days or more as to
principal or interest, but not on
non-accrual $ 13 $ 11
============ ============
TABLE IV - ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
March 31, 2001 Dec 31, 2000
-------------- ------------
Beginning balance $ 580 $ 579
Charge-offs:
Commercial, financial and agricultural loans -- (3)
Real estate - construction loans -- --
Real estate - mortgage loans -- --
Installment loans to individuals (2) (8)
------------ ------------
Total charge-offs (2) (11)
------------ ------------
Recoveries:
Commercial, financial and agricultural loans -- --
Real estate - construction loans -- --
Real estate - mortgage loans -- --
Installment loans to individuals -- --
------------ ------------
Total recoveries 0 0
------------ ------------
Net (charge-offs) recovery (2) (11)
------------ ------------
Provision charged against income 10 11
------------ ------------
Balance at end of period $ 588 $ 579
============ ============
Ratio of net (charge-offs) recoveries
during the period to average loans
outstanding during the period (0.01)% (0.04)%
============ ============
The present level of the allowance for loan losses is considered adequate to
absorb future potential loan losses. In making this determination, management
considered asset quality, the level of net loan charge-offs, as well as current
economic conditions and market trends.
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TABLE V - ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The allowance for possible loan losses has been allocated according to the
amount deemed to be reasonably necessary to provide for the possibility of
losses being incurred within the following categories of loans.
March 31, 2001 December 31, 2000
------------------------ -------------------------
% OF LOANS % OF LOANS
TO TOTAL TO TOTAL
AMOUNT LOANS AMOUNT LOANS
---------- ----------- ---------- -----------
Commercial, financial and
agricultural loans $ 116 20% $ 115 21%
Real estate - construction loans 16 3% 4 2%
Real estate - mortgage loans 363 62% 236 61%
Consumer loans 93 15% 224 16%
Industrial revenue bonds 0 0% 0 0%
---------- ----------
$ 588 100% $ 579 100%
========== ========= ========== ==========
DEPOSITS. As of March 31, 2001 total deposits have decreased by
$2,443,000 or 3.43 % from December 31, 2000. Noninterest bearing deposits
increased by $ 611,000 or 2.35 % from December 31, 2000 to March 31, 2001.
Interest bearing deposits decreased by $ 3,054,000 or 6.73 % from December 31,
2000 to March 31, 2001.
CAPITAL. Shareholders' equity totaled $ 11,603,000 at March 31, 2001,
compared to $ 11,076,000 at December 31, 2000. The increase is primarily the
result of net income during the current quarter. Risk-based capital and leverage
ratios for the Company and the bank subsidiary exceed the ratios required for
the designation as a "well-capitalized" institution under regulatory guidelines.
TABLE VI - CAPITAL RATIOS
March 31, 2001 Dec 31, 2000
--------------- ---------------
AMERICAN BANK & TRUST COMPANY
(Bank subsidiary)
Risk-based capital:
Tier 1 risk-based capital ratio 30.14% 29.00%
Total risk-based capital ratio 31.39% 30.25%
Leverage ratio 14.03% 14.14%
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business, the bank becomes involved in legal
proceedings. It is the opinion of management that the resulting liability, if
any, for pending litigation is negligible.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
NONE
(b) Reports on Form 8-K
NONE
14
SIGNATURES
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 to sign on behalf of the registrant.
AMERICAN BANCORP, INC.
------------------------------------
(Registrant)
May 9, 2001 /s/ Salvador L. Diesi
- ------------------------ ------------------------------------
DATE Salvador L. Diesi
Chairman of the Board / President
May 9, 2001 /s/ Ronald J. Lashute
- ------------------------ ------------------------------------
DATE Ronald J. Lashute
Secretary/Treasurer
of the Board