1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 JUNE 30, 1995 ------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO ---- ---- Commission file number 0-2517 ------ TOREADOR ROYALTY CORPORATION ---------------------------- (Exact name of registrant as specified in its charter) Delaware 75-0991164 ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 530 Preston Commons West 8117 Preston Road Dallas, Texas 75225 ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 369-0080 -------------- 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 twelve 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 June 30, 1995 ------------------------------- ---------------------------- Common Stock, $.15625 par value 5,343,371 2 PART I. FINANCIAL INFORMATION TOREADOR ROYALTY CORPORATION ITEM 1. CONSOLIDATED BALANCE SHEET June 30, June 30, December 31, 1995 1994 1994 -------------- ------------- -------------- ( Unaudited ) ( Unaudited ) ASSETS Current assets: Cash and cash equivalents $ 3,217,593 $ 3,821,190 $ 3,893,666 Marketable securities, at market value 635,040 912,870 674,730 Accounts receivable 151,631 174,429 160,701 Federal income tax receivable 68,014 9,961 68,014 Prepaid expenses and deposits 69,840 14,340 14,340 -------------- ------------- -------------- Total current assets 4,142,118 4,932,790 4,811,451 -------------- ------------- -------------- Properties and equipment, less accumulated depreciation, depletion and amortization 2,917,886 2,779,617 2,733,101 Other assets 49,852 60,962 105,352 -------------- ------------- -------------- Total assets $ 7,109,856 $ 7,773,369 $ 7,649,904 ============== ============= ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 104,881 $ 62,542 $ 164,763 -------------- ------------- -------------- Total current liabilities 104,881 62,542 164,763 -------------- ------------- -------------- Deferred tax liabilities 209,885 275,315 223,380 Other liabilities - 14,145 - -------------- ------------- -------------- Total liabilities 314,766 352,002 388,143 Stockholders' equity: Preferred stock, $1.00 par value, 4,000,000 shares authorized; none issued - - - Common stock, $.15625 par value, 10,000,000 shares authorized; 5,349,071 shares issued 835,792 835,792 835,792 Capital in excess of par value 3,560,042 3,560,199 3,560,042 Retained earnings 2,085,688 2,568,788 2,526,164 Minimum pension liability - (37,965) - Net unrealized gain on marketable securities 330,312 511,297 356,507 -------------- ------------- -------------- 6,811,834 7,438,111 7,278,505 Less 5,700 shares of common stock in treasury, at cost (16,744) (16,744) (16,744) -------------- ------------- -------------- Total stockholders' equity 6,795,090 7,421,367 7,261,761 -------------- ------------- -------------- Total liabilities and stockholders' equity $ 7,109,856 $ 7,773,369 $ 7,649,904 ============== ============= ============== The Company uses the successful efforts method of accounting for its oil and gas producing activities. See accompanying notes to the consolidated financial statements. - 2 - 3 TOREADOR ROYALTY CORPORATION CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) For the Three Months Ended For the Six Months Ended June 30, June 30, 1995 1994 1995 1994 ----------- ---------- ---------- ----------- REVENUES: Oil and gas sales $ 299,387 $ 387,378 $ 643,064 $ 744,700 Lease bonuses and rentals - - 41,896 226,780 Interest and other income 66,116 43,628 117,827 100,494 ----------- ---------- ---------- ----------- Total revenues 365,503 431,006 802,787 1,071,974 COSTS AND EXPENSES: Lease operating expense 92,471 85,245 161,934 157,458 Dry holes and abandonments 105,977 35,543 175,378 35,543 Depreciation, depletion and amortization 52,988 71,534 109,963 148,940 Geological and geophysical 62,552 20,298 112,080 72,171 General and administrative 492,712 253,141 683,908 489,654 ----------- ---------- ---------- ----------- Total costs and expenses 806,700 465,761 1,243,263 903,766 ----------- ---------- ---------- ----------- INCOME BEFORE FEDERAL INCOME TAXES (441,197) (34,755) (440,476) 168,208 PROVISION (BENEFIT) FOR FEDERAL INCOME TAX EXPENSE - - - - ----------- ---------- ---------- ----------- NET INCOME $ (441,197) $ (34,755) $ (440,476) $ 168,208 =========== ========== ========== =========== INCOME PER SHARE $ (0.08) $ (0.01) $ (0.08) $ 0.04 =========== ========== ========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING 5,343,371 4,803,990 5,343,371 4,746,098 =========== ========== ========== =========== See accompanying notes to the consolidated financial statements. - 3 - 4 TOREADOR ROYALTY CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) For the Three Months Ended For the Six Months Ended June 30, June 30, 1995 1994 1995 1994 ------------ ------------ ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ $ (34,755) $ (440,476) $ 168,208 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation, depletion and amortization 52,988 71,534 109,963 148,940 Dry holes and abandonments 105,977 35,543 175,378 35,543 Loss (gain) on sale of oil and gas properties and equipment - 494 - (24,731) Decrease in accounts receivable 16,222 8,814 9,070 19,716 Increase in federal income tax receivable - - - (9,961) Pension funding in excess of expense - 3,387 - 6,774 Increase in prepaid expenses and deposits 36,872 47,600 - - Decrease in accounts payable and accrued liabilities (47,539) (19,967) (59,882) (70,394) Decrease in taxes payable - - - (70,039) ------------ ------------ ------------ ----------- Net cash (used) provided by operating activities (276,677) 112,650 (205,947) 204,056 CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures for oil and gas property and equipment (184,145) (426,599) (466,782) (470,814) Purchase of furniture and fixtures (3,344) (4,585) (3,344) (8,055) Proceeds from sale of oil and gas properties and equipment - (494) - 24,731 Lease of undeveloped acreage - - - 95,372 ------------ ------------ ------------ ----------- Net cash used for investing activities (187,489) (431,678) (470,126) (358,766) ------------ ------------ ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from issuance of common stock - 2,615,876 - 2,615,876 ------------ ------------ ------------ ----------- Net cash provided by financing activities - 2,615,876 - 2,615,876 ------------ ------------ ------------ ----------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (464,166) 2,296,848 (676,073) 2,461,166 CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD 3,681,759 1,524,342 3,893,666 1,360,024 ------------ ------------ ------------ ----------- CASH & CASH EQUIVALENTS, END OF PERIOD $ 3,217,593 $ 3,821,190 $ 3,217,593 $ 3,821,190 ============ ============ ============ =========== SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: Cash paid during the period for: Income taxes $ - $ - $ - $ 80,000 See accompanying notes to the consolidated financial statements. - 4 - 5 TOREADOR ROYALTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 1995 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These consolidated financial statements should be read in the context of the consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in Toreador Royalty Corporation's (the "Company") 1994 Annual Report on Form 10-K. In the opinion of the Company, the information furnished herein reflects all adjustments consisting of only normal recurring adjustments, necessary for a fair presentation of the results of the interim periods reported herein. Operating results from the interim period may not necessarily be indicative of the results for the year ended December 31, 1995. CAPITALIZATION POLICY FOR OIL AND GAS ACTIVITIES The Company follows the successful efforts method of accounting for oil and gas exploration and development expenditures. Under this method, costs of successful exploratory wells and all development wells are capitalized. Costs to drill exploratory wells which do not find proved reserves are expensed. Acquisition costs of mineral interests in oil and gas properties remain capitalized until they are impaired or a determination has been made to discontinue exploration of the lease, at which time all related costs are charged to expense. Impairment of unproved properties is assessed and recorded on a property-by-property basis. Upon sale or abandonment of units of property or the disposition of miscellaneous equipment, the cost is removed from the asset account, the related reserves relieved of the accumulated depreciation or depletion and the gain or loss is credited to or charged against operations. Maintenance and repairs are charged to expense; betterments of property are capitalized and depreciated. EARNINGS PER SHARE Earnings per common share is based on the weighted average number of shares, including common share equivalents (except where inclusion of such common share equivalents would have an antidilutive effect), outstanding. FEDERAL INCOME TAXES The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes", which was adopted effective January 1, 1993. - 5 - 6 TOREADOR ROYALTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 1995 NOTE 2 - MARKETABLE SECURITIES Marketable securities are comprised of 105,840 shares in the San Juan Basin Royalty Trust at June 30, 1995 and 1994, and at December 31, 1994. The Company's cost in this royalty trust is $126,258. At June 30, 1995, the market value of these securities which are designated as available for sale aggregated $635,040, resulting in a gross unrealized gain in the amount of $508,782 and an unrealized gain, net of tax effect, of $330,312. At June 30, 1994, the market value of these securities was $912,870, resulting in a gross unrealized gain in the amount of $786,612, and an unrealized gain, net of tax effect, of $511,297. At December 31, 1994, the market value of these securities was $674,730, resulting in a gross unrealized gain in the amount of $548,472, and an unrealized gain, net of tax effect, of $356,507. NOTE 3 - NON-PRODUCING MINERAL AND ROYALTY INTERESTS Principal properties include mineral fee interests acquired by the Company during 1951 and 1958. These interests totaled approximately 530,000 net mineral acres underlying approximately 870,000 surface acres in the Texas Panhandle and West Texas. It is recognized that the ultimate realization of the investment in these properties is dependent upon future exploration and development operations which are dependent upon satisfactory leasing and drilling arrangements with others. Additionally, the Company owns working or royalty interests in Texas, New Mexico, Oklahoma, Arkansas, Louisiana and Colorado. NOTE 4 - INTEREST AND OTHER INCOME Items in interest and other income consist of: Three Months Ended June 30, ----------------------- 1995 1994 -------- -------- Interest - Certificates of Deposit and U. S. Treasury Bills $ 54,639 $ 20,778 Distribution from Grantor Trust: San Juan Basin Royalty Trust 11,477 19,344 Sale of oil and gas properties and equipment - (494) Management fees - 4,000 -------- -------- $ 66,116 $ 43,628 ======== ======== - 6 - 7 TOREADOR ROYALTY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 1995 NOTE 5 - CAPITAL On May 23, 1994, the Company privately placed 809,071 shares of common stock for an aggregate consideration of $2,831,749. In its private placement agreement with the purchasers, the Company granted them registration rights, pursuant to which a registration statement on Form S-3 covering all the shares was filed on June 22, 1994. The registration statement was declared effective July 11, 1994 and the Company is obligated to maintain such effectiveness until May 23, 1996. In connection with the private placement, the Company's placement agent received a five-year warrant to purchase 106,867 shares of common stock at a price of $4.375 per share. The placement agent has rights to participate in registered offerings of common stock by the Company. The net proceeds to the Company from the private placement (after deducting the placement agent's fee of $141,112 and expenses of approximately $75,000) were approximately $2,616,000. NOTE 6 - STOCKHOLDER RIGHTS PLAN The Company adopted a stockholder rights plan on April 3, 1995 designed to assure that the Company's stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers and other abusive takeover tactics to gain control of the Company without paying all stockholders a fair price. Under the rights plan, the Company declared a dividend of one right ("Right") on each share of Toreador common stock. Each Right will entitle the holder to purchase one one-hundredth of a share of a new Series A Junior Participating Preferred Stock, par value $1.00 per share, at an exercise price of $12.00. The Rights are not currently exercisable and will become exercisable only in the event a person or group acquires beneficial ownership of 20 percent or more of Toreador's outstanding common stock or announces a tender offer or exchange offer to acquire such ownership level. The Rights are subject to redemption by the Company for $.01 per Right at any time prior to the tenth day after the first public announcement of the acquisition by any person or group of beneficial ownership of 20 percent or more of Toreador common stock. The dividend distribution was made on April 13, 1995 to stockholders of record at the close of business on that date. The rights will expire on April 13, 2005. - 7 - 8 TOREADOR ROYALTY CORPORATION For the three and six months ended June 30, 1995 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resource Historically, most of the exploration activity on the Company's acreage has been funded and conducted by other oil companies and this activity is expected to continue. Exploration activity typically generates lease bonus and option income to the Company. If drilling is successful, the Company receives royalty income from the oil or gas production but bears none of the capital or operating costs. In order to accelerate the evaluation of its acreage as well as increase its ownership in any reserves discovered, the Company intends to increase its level of participation in exploring its acreage by acquiring working interests. The extent to which the Company may acquire working interests will depend on the availability of outside capital and cash flow from operations. Currently, the primary sources of capital for the financing of the Company's operations are cash flow provided from revenues generated by its proportionate share in oil and natural gas sales and existing cash, including that from the private offering. To the extent cash flow from operations does not significantly increase and external sources of capital are limited or unavailable, the Company's ability to make the capital investment to participate in 3-D seismic surveys and increase its interest in projects on its acreage will be limited. Future funds are expected to be provided through production from existing producing properties and new producing properties that may be discovered through exploration of the Company's acreage by third parties or by the Company itself. Funds may also be provided through external financing in the form of debt or equity. There can be no assurance as to the extent and availability of these sources of funding. The Company has no debt and maintains its excess cash funds in interest-bearing deposits and commercial paper. The Company is not aware of any demands, commitments or events which will result in its liquidity increasing or decreasing in a material way. From time to time, the Company may receive lease bonuses that cannot be anticipated and, when funds are available, the Company may elect to participate in exploratory ventures. The Company also may acquire producing oil and gas assets which could require the use of debt. Management believes that sufficient funds are available internally to meet anticipated capital requirements for fiscal 1995. - 8 - 9 TOREADOR ROYALTY CORPORATION For the three and six months ended June 30, 1995 RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1995 VS THREE MONTHS ENDED JUNE 30, 1994 Revenues for the second quarter 1995, were $365,503, versus $431,006 for the same period in 1994. Oil and gas sales were $299,387 in 1995 versus $387,378 in 1994. The average gas price for the period dropped 44.7% to $1.09 per MCF in 1995 from $1.97 per MCF for the same quarter of 1994. This resulted in a number of gas wells being shut-in or curtailed. Consequently, gas volumes declined 27.0% to 65,659 MCF in 1995 from 89,994 MCF in 1994. Oil volumes remained flat at 12,856 BBL for the second quarter 1995 compared to 12,858 for the same period in 1994. Oil prices were up 8.3%, representing an average oil price of $17.70 per barrel in 1995 versus $16.34 per barrel in 1994. Interest and other income was $66,116 in 1995 versus $43,628 in 1994. Interest income increased by $33,861 to $54,639 in 1995 from $20,778 in 1994 due to increased investment balances resulting from the successful private placement of stock in the second quarter of 1994. Royalty trust distributions declined by $7,867 to $11,477 in 1995 from $19,344 in 1994. The acreage joint venture for which the Company received $4,000 in management fees in 1994 ended in the fourth quarter of 1994. Costs and expenses were $806,700 in 1995 versus $465,761 for the same period in 1994. Lease operating expenses were $92,471 versus $85,245 in 1994. Dry holes and abandonments were $105,977 in 1995 compared to $35,543 in 1994. Geological and geophysical costs were $62,552 compared to $20,298 for the same period in 1994. Both dry holes and abandonments and geological and geophysical costs increased due to the Company's aggressive efforts to evaluate and develop Company-owned mineral interests. Depreciation, depletion and amortization declined $18,546 to $52,988 in 1995 from $71,534. This reduction results from the Company's decline in oil and gas sales. General and administrative expenses increased by $239,571 to $492,712 from $253,141 in 1994. The increase is a direct result of the Company defending an attempt to take control of the Company by a competing slate of directors submitted by a Boston-based group of investors. The Company recognized a loss of $441,197, or $(.08) per share, for the second quarter of 1995 versus a $34,755 loss, or $(.01) per share, for the same period of 1994. - 9 - 10 TOREADOR ROYALTY CORPORATION For the three and six months ended June 30, 1995 SIX MONTHS ENDED JUNE 30, 1995 VS SIX MONTHS ENDED JUNE 30, 1994 Revenues for the six months ended June 30, 1995 decreased 25.1% to $802,787 compared to $1,071,974 for 1994. Oil and gas sales declined 13.6% to $643,064 in 1995 from $744,700 in 1994, resulting from the reduction of equivalent barrel production in 1995 of 50,540 from 56,979 in 1994. This decline in equivalent barrel production was further felt as the price per equivalent barrel slipped to $12.72 in 1995 from $13.07 in 1994. Lease bonus and rental income decreased by 81.5% to $41,896 in 1995 from $226,780 in 1994. The decrease is due to the Company evaluating its own mineral interests for future development. Interest and other income increased 17.2%, or $17,333, to $117,827 from $100,494 in 1994. Increased investment balances resulting from the successful private placement of stock in the second quarter of 1994 contributed to this increase. Total costs and expenses for the first half of 1995 were $1,243,263 compared to $903,766 for the first half of 1994, representing a 34.2% increase. Of this increase, 57.2% is attributable to general and administrative expenses as a direct result of the Company defending an attempt to take control of the Company by a competing slate of directors submitted by a Boston-based group of investors, which increased these expenses to $683,908 in 1995 from $489,654 in 1994. The Company completed its participation in the evaluation of certain drilling commitments resulting in dry holes and abandonments of $175,378 in 1995 versus $35,543 in 1994 representing 41.2% of the increase in total costs and expenses. Geological and geophysical costs increased $39,909, to $112,080 from $72,171, or 11.8% of the increase in total costs and expenses. The remaining component, contributing 1.3% of the increase in total costs and expenses, is lease operating expense which increased $4,476 to $161,934 from $157,458 in 1994. These increases were partly offset by the decline in depreciation, depletion and amortization of $38,977 to $109,963 from $148,940 in 1994. The Company recognized a loss of $440,476, or $(.08) per share, in 1995 as compared to net income of $168,208, or $.04 per share, for the same period in 1994. - 10 - 11 TOREADOR ROYALTY CORPORATION June 30, 1995 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The annual meeting of stockholders of the Company was held at 10:00 a.m., local time, on Thursday, May 18, 1995. (b) The following directors were elected at the annual meeting of stockholders: Donald E. August, John V. Ballard, J. W. Bullion, Thomas P. Kellogg, Jr., John Mark McLaughlin, Peter R. Vig and Jack L. Woods. Except for the foregoing directors, no other director's term continued after the date of the meeting. (c) Out of a total of 5,343,371 shares of common stock of the Company outstanding and entitled to vote, 4,030,720 shares were present in person or by proxy, representing approximately 75 percent. The only matters voted on by the stockholders, as fully described in the definitive proxy materials for the annual meeting, were the election of directors of the Company, and the adoption of the Company's 1994 Non-Employee Director Stock Option Plan. On May 5, 1995, the Company received notice that certain of the Company's stockholders (the "Committee") intended to solicit proxies from the Company's stockholders in opposition to the proxies previously solicited from the Company's Board of Directors. Specifically, the Committee proposed (i) the election of a new slate of nominees for director of the Company and (ii) the rejection of the Board's proposal to adopt the Company's 1994 Non-Employee Director Stock Option Plan. The results of the voting were as follows: 1. Election of Directors NUMBER OF SHARES ---------------- WITHHOLDING ----------- NUMBER OF SHARES VOTING AUTHORITY TO VOTE FOR ----------------------- --------------------- MANAGEMENT NOMINEES FOR ELECTION AS DIRECTOR ELECTION AS DIRECTOR ------------------- ------------------------ -------------------- Donald E. August 2,839,411 49,228 John V. Ballard 2,839,411 49,228 J. W. Bullion 2,839,411 49,228 Thomas P. Kellogg, Jr. 2,839,411 49,228 John Mark McLaughlin 2,839,411 49,228 Peter R. Vig 2,839,411 49,228 Jack L. Woods 2,839,411 49,228 - 11 - 12 TOREADOR ROYALTY CORPORATION June 30, 1995 PART II. OTHER INFORMATION (Continued) ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (Continued) 1. Election of Directors (Continued) NUMBER OF SHARES ---------------- WITHHOLDING ----------- NUMBER OF SHARES VOTING AUTHORITY TO VOTE FOR ----------------------- --------------------- COMMITTEE NOMINEES FOR ELECTION AS DIRECTOR ELECTION AS DIRECTOR ------------------ ------------------------ -------------------- Peter L. Falb 1,082,881 58,800 Edward Nathan Dane 1,082,801 58,860 Theodore Johnson 1,079,881 61,800 Paul R. Farago 1,079,881 61,800 Edward J. Stuart III 1,079,881 61,800 2. Adoption of 1994 Non-Employee Director Stock Option Plan FOR AGAINST ABSTAIN --- ------- ------- 2,498,142 1,265,924 266,254 There were no broker non-votes for the matters voted on by the stockholders at the annual meeting. (d) Inapplicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits The information required by this Item 6(a) is set forth in the Index to Exhibits accompanying this quarterly report and is incorporated herein by reference. (b) Reports on Form 8-K Form 8-K dated April 3, 1995 (Date of Event: April 3, 1995), which reported the Company's adoption of a stockholder rights plan. - 12 - 13 TOREADOR ROYALTY CORPORATION June 30, 1995 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. TOREADOR ROYALTY CORPORATION, Registrant /s/ PETER R. VIG ---------------- Peter R. Vig, Chairman; the Principal Executive, Financial and Accounting Officer August 11, 1995 - 13 - 14 TOREADOR ROYALTY CORPORATION June 30, 1995 INDEX TO EXHIBITS EXHIBIT ------- NUMBER EXHIBIT ------ ------- 3 Certificate of Designations of Series A Junior Participating Preferred Stock Stock of the Registrant, dated as of April 3, 1995. 4 Rights Agreement dated as of April 3, 1995, between Toreador Royalty Corporation and Continental Stock Transfer & Trust Company Company (filed as Exhibit 1 to the Registrant's Form 8-K dated April 3, 1995, and incorporated herein by reference). 10 Form of Indemnification Agreement dated as of April 25, 1995 between between the Registrant and each of the Registrant's directors. 27 Financial Data Schedule. 99 Press Release, dated May 23, 1995. - 14 -