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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
Commission File Number: 33-57020
THE MANUFACTURERS LIFE
INSURANCE COMPANY OF AMERICA
(Exact name of registrant as specified in its charter)
MICHIGAN
(State or other jurisdiction of incorporation or organization)
23-2030787
(I.R.S. Employer Identification No.)
500 N. Woodward Avenue
Bloomfield Hills, Michigan 48304
(Address of principal executive offices)
(416) 926-6700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed 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.
X Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the issuer's sole class of common
stock, as of May 1, 1998 is 4,501,860.
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
Quarterly Report on Form 10-Q
For the period ended March 31, 1998
Table of Contents
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Page
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Part I Financial Information 3
Item 1. Financial Statements 3
Consolidated Balance Sheets as of March 31, 1998 and December 31, 1997 3
Consolidated Statements of Income for the three month period ended March 31, 1998 and 1997 4
Consolidated Statements of Changes of Capital and Surplus 5
Statements of Cash Flows for the six months ended March 31, 1998 and 1997 6
Notes to Financial Statements 7
Item 2. Management Discussion and Analysis of Results of Operations and Financial Condition 8
Part II Other Information 11
Item 1 Legal Proceedings 11
Item 2 Change in Securities 11
Item 3 Default upon Senior Securities 11
Item 4 Submission of Matters to a vote of Security Holders 11
Item 5 Other Information 11
Item 6A Exhibits 11
Item 6B Reports on Form 8-K 15
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
CONSOLIDATED BALANCE SHEETS
AS AT AS AT
MARCH 31 DECEMBER 31
ASSETS ($ thousands) 1998 1997
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INVESTMENTS: (UNAUDITED)
Securities available-for-sale, at fair value:
Fixed maturity (amortized cost: 1998 $56,497; 1997 $66,565) $ 58,013 $ 67,893
Equity (cost: 1998 $19,979; 1997 $20,153) 21,197 19,460
Mortgage loans 131 131
Policy loans 15,941 14,673
Cash and short-term investments 19,520 22,012
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TOTAL INVESTMENTS $114,802 $124,169
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Deferred acquisition costs 143,477 130,355
Income taxes recoverable 619 5,679
Other assets 9,686 9,364
Separate account assets 1,005,548 897,044
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TOTAL ASSETS $1,274,132 $1,166,611
===================================================================================================================
LIABILITIES, CAPITAL AND SURPLUS ($ thousands) 1998 1997
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LIABILITIES:
Policyholder liabilities and accruals $ 97,180 $ 94,477
Notes payable 41,500 41,500
Due to affiliates 12,240 13,943
Deferred income taxes 811 1,174
Other liabilities 10,723 11,704
Separate account liabilities 1,005,548 897,044
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TOTAL LIABILITIES $1,168,002 $1,059,842
===================================================================================================================
CAPITAL AND SURPLUS:
Common shares 4,502 4,502
Preferred shares 10,500 10,500
Contributed surplus 98,569 98,569
Retained earnings (deficit) (3,671) (1,910)
Foreign currency translation adjustment (5,319) (5,272)
Net unrealized gain on securities available-for-sale 1,549 380
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TOTAL CAPITAL AND SURPLUS 106,130 106,769
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TOTAL LIABILITIES, CAPITAL AND SURPLUS $1,274,132 $1,166,611
===================================================================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31
($ thousands) 1998 1997
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REVENUE:
Premiums $ 1,950 $ 1,955
Fee income 12,521 10,503
Net investment income 1,634 3,282
Realized investment gains (losses) (82) 166
Other 203 323
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TOTAL REVENUE $16,226 $16,229
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BENEFITS AND EXPENSES:
Policyholder benefits and claims $ 5,176 $ 2,747
Operating costs and expenses 10,356 8,526
Commissions 553 1,333
Amortization of deferred acquisition costs 1,328 3,600
Interest expense 908 2,156
Policyholder dividends 656 822
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TOTAL BENEFITS AND EXPENSES $18,977 $19,184
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LOSS BEFORE INCOME TAXES (2,751) (2,955)
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INCOME TAX BENEFIT 990 1,036
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NET LOSS $(1,761) $(1,919)
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The accompanying notes are an integral part of these consolidated financial
statements.
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS (UNAUDITED)
NET UNREALIZED FOREIGN
RETAINED GAINS (LOSSES) ON CURRENCY TOTAL
FOR THE THREE MONTHS ENDED MARCH 31, 1998 CAPITAL CONTRIBUTED EARNINGS SECURITIES TRANSLATION CAPITAL
($ thousands) STOCK SURPLUS (DEFICIT) AVAILABLE-FOR-SALE ADJUSTMENT AND SURPLUS
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Balance, December 31, 1997 $15,002 $98,569 $(1,910) $ 380 $(5,272) $106,769
Net loss during the period (1,761) (1,761)
Change in unrealized gain(loss) ,net of taxes 1,169 1,169
Change in foreign currency translation adjustment (47) (47)
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BALANCE, MARCH 31, 1998 $15,002 $98,569 $(3,671) $1,549 $(5,319) $106,130
===================================================================================================================================
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31
($ thousands) 1998 1997
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OPERATING ACTIVITIES:
Net loss $ (1,761) $ (1,919)
Adjustments to reconcile net loss to net cash used in operating activities:
Additions to policy liabilities 1,683 841
Deferred acquisition costs (14,871) (7,598)
Amortization of deferred acquisition costs 1,328 3,600
Realized loss (gain) on investments 82 (166)
Additions to deferred income taxes (964) (735)
Other 2,188 6,141
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Net cash provided by (used in) operating activities $(12,315) $ 164
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INVESTING ACTIVITIES:
Fixed maturity securities sold $ 12,655 $ 36,832
Fixed maturity securities purchased (2,773) (36,094)
Equities sold 2,634 2,091
Equities purchased (2,445) (2,237)
Mortgage loans repaid - (21)
Policy loans advanced, net (1,268) (972)
Guaranteed annuity contracts - 171,691
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Cash provided by (used in) investing activities $ 8,803 $ 171,290
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FINANCING ACTIVITIES:
Receipts from variable life and annuity policies
credited to policyholder account balances $ 2,523 $ 1,960
Withdrawals of policyholder account balances on
variable life and annuity policies (1,503) (569)
Repayment of bonds payable - (158,760)
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Cash provided by (used in) financing activities $ 1,020 $(157,369)
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CASH AND SHORT-TERM INVESTMENTS:
Increase (decrease) during the period $ (2,492) $ 14,085
Balance, beginning of year 22,012 17,493
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BALANCE, END OF PERIOD $ 19,520 $ 31,578
===================================================================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
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THE MANUFACTURERS LIFE INSURANCE COMPANY OF AMERICA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
1. ORGANIZATION
The Manufacturers Life Insurance Company of America ("ManAmerica" or the
"Company") is a wholly-owned subsidiary of The Manufacturers Life Insurance
Company (U.S.A.) ("ManUSA" or the "Parent"), which is in turn an indirectly
wholly-owned subsidiary of The Manufacturers Life Insurance Company
("Manulife Financial"), a Canadian-based mutual life insurance company. The
Company markets variable annuity and variable life products in the United
States and traditional insurance products in Taiwan.
2. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of The
Manufacturers Life Insurance Company of America and its wholly-owned
subsidiaries have been prepared in accordance with generally accepted
accounting principles ("GAAP"), except that they do not contain complete
notes. However, in the opinion of management, these statements include all
normal recurring adjustments necessary for a fair presentation of the
results. These financial statements should be read in conjunction with the
financial statements and the related notes included in ManAmerica's annual
report on Form 10-K for the year ended December 31, 1997. Operating results
for the three months ended March 31, 1998 are not necessarily indicative of
the results that may be expected for the full year ending December 31,
1998.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The following analysis of the consolidated results of operations and financial
condition of the Manufacturers Life Insurance Company of America, (hereafter
referred to as "ManAmerica" or the "Company") should be read in conjunction with
the Consolidated Financial Statements and the related Notes to Consolidated
Financial Statements.
CORPORATE STRUCTURE
The Company is a direct wholly-owned U.S. subsidiary of The Manufacturers Life
Insurance Company (U.S.A.) ("ManUSA"), which in turn is a direct wholly-owned
subsidiary of the Manulife Reinsurance Corporation (U.S.A.) ("MRC"). MRC is an
indirectly wholly-owned subsidiary of The Manufacturers Life Insurance Company
("Manulife Financial"), a Canadian mutual insurance company. Manulife Financial,
with consolidated assets under management at December 31, 1997 of $79.7 billion
($Can), actively operates in thirteen countries worldwide. Manulife Financial
has been doing business in the United States since 1903.
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REVIEW OF CONSOLIDATED OPERATING RESULTS AND CONSOLIDATED FINANCIAL CONDITION
The discussion that follows focuses on the results for the three months ended
March 31, 1998 compared to the results for the three months ended March 31,
1997.
DEPOSITS AND PREMIUMS
During the first quarter of 1998, strong growth in variable insurance sales
continued. Variable universal life deposits of $57.5 million were 33% higher
than first quarter 1997 deposits of $43.2 million. Sales of the corporate-owned
(COLI) Variable Universal Life contract, which was introduced in 1997, were
particularly strong. The growth in the COLI business in the first quarter of
1998 has contributed to the increase in separate account assets which have grown
from $897 million at the end of 1997 to $1,006 million at the end of the first
quarter of 1998.
Overall premium income for the first quarter of 1998 at $2.0 million is
comparable to $2.0 million for the same period of 1997. Premium activity for the
first quarter of 1998 has remained relatively flat with U.S. premiums assumed
from ManUSA decreasing by $0.2 million and Taiwan premiums increasing by $0.2
million compared to the first quarter of 1997.
FEE INCOME
Fee income increased to $12.5 million in the first quarter of 1998, compared to
$10.5 million in the previous year. Continued strong investment performance and
a growing block of inforce business has resulted in higher separate account
values and, therefore, higher fee income, which is earned on a percentage of the
net value of invested assets in the separate account portfolio.
NET INVESTMENT INCOME
Net investment income was $1.6 million in the first quarter of 1998, compared to
$3.3 million in the same period of 1997. Included in the first quarter of 1997
net investment income amount is approximately $2.1 million of interest earned on
the Manufacturers Life Mortgage Securities Corporation ("MLMSC") bonds which
were repaid on March 1, 1997. Excluding this item, net investment income in the
first quarter of 1998 increased by approximately $0.4 million compared to the
same period of 1997.
REALIZED CAPITAL GAINS
Realized losses in the first quarter of 1998 were $0.1 million compared to
realized gains of $0.2 million in the same period of 1997. The Company does not
actively trade assets for capital gains.
POLICYHOLDER BENEFITS
Policyholder benefits were $5.2 million in the first quarter of 1998, compared
to $2.7 million in the first quarter of 1997. This increase is primarily due to
higher death claims experience in the U.S. business and increased reserves for
the Taiwan business due to new business and a much slower run-off of reserves in
the first quarter of 1998 as lower surrender levels were experienced compared to
the first quarter of 1997.
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EXPENSES AND DEFERRED ACQUISITION COSTS (DAC) AMORTIZATION
Operating costs and expenses, including commissions, were $24.0 million for the
first quarter of 1998 compared to $15.1 million for the first quarter of 1997
before deferral of acquisition expenses ($10.9 million and $9.9 million
respectively net of deferred acquisition expenses). The increase in expenses in
the first quarter of 1998 is primarily attributable to costs incurred in the
development and sale of the COLI variable universal life product introduced in
1997. A significant portion of these expenses have been deferred in the first
quarter of 1998 resulting in an increase in the DAC asset as explained below.
The same growth in the COLI inforce block has also contributed to the increase
in non-deferrable expenses. DAC amortization expense of $1.3 million for the
first quarter of 1998 compares to $3.6 million for the same period in 1997. This
decrease is due primarily to a lower DAC amortization rate used in the first
quarter of 1998 compared to the first quarter of 1997 because of assumption
changes.
NET INCOME
The loss in the first quarter of 1998 was $1.8 million, compared to a loss of
$1.9 million in the same period of 1997. Higher fee income and lower DAC
amortization expense in the first quarter of 1998 were offset by higher
policyholder benefits and operating costs and expenses.
ASSETS
Separate account assets were $1,006 million at the end of the first quarter of
1998, compared to $897 million at the end of 1997. This growth reflects net cash
transfers to the separate accounts of $31.8 million and $76.7 million of gains
due to strong investment performance of the underlying investment funds and
growth in the COLI business.
General account assets were $274 million at the end of the first quarter of
1998, compared to $270 million at the end of 1997.
DAC increased from $130.4 million at the end of 1997 to $143.5 million as at the
end of the first quarter of 1998. This increase is primarily due to deferrable
acquisition costs associated with the development of the COLI product introduced
in 1997.
LIABILITIES
The Company's separate account liabilities increased $108.5 million. Separate
Account liabilities move in tandem with changes in Separate Account assets.
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PART II--OTHER INFORMATION
Item 1 - Legal Proceedings
Nothing to report.
Item 2 - Changes in Securities
Nothing to report.
Item 3 - Defaults upon Senior Securities
Nothing to report.
Item 4 - Submission of Matters to a Vote of Security Holders
Nothing to report.
Item 5 - Other Information
Nothing to report.
Item 6A - Exhibits
Page in Sequential
Numbering System
Where Exhibit
Exhibit No. Description Located
- ------------- -------------------------- ---------------------------
(1) Not Applicable
(2) None
(3)(a)(i) Restated Articles of Incorporated by reference to
Redomestication of The Exhibit 3(A)(i) to Post-
Manufacturers Life Effective Amendment No. 6
Insurance Company of on Form S-1 filed by The
America** Manufacturers Life Insurance
Company of America on
December 9, 1996 (File
No. 33-57020)
(3)(b)(i) By-Laws of The Incorporated by reference to
Manufacturers Life Exhibit 3(b)(i) to Post-
Insurance Company of Effective Amendment No. 6
America** on Form S-1 filed by The
Manufacturers Life Insurance
Company of America on
December 9, 1996 (File
No. 33-57020)
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(4)(a) Form of Multi-Account Incorporated reference to
Flexible Variable Exhibit (4)(a) to
Pre-Effective Amendment
No. 1 on Form S-1 filed by
The Manufacturers Life
Insurance Company of America
on February 10, 1994 (File
No. 33-57020)
(4)(b)(i) Individual Retirement Incorporated by reference
Annuity Rider to Exhibit (4)(b)(i) to Pre-
Effective Amendment No. 1
on Form S-1 filed by The
Manufacturers Life Insurance
Company of America on
February 10, 1994 (File
No. 33-57020)
(4)(b)(i)(a) Trustee-Owned Policies Incorporated by reference to
Annuity Rider Exhibit (4)(b)(i)(a) to Pre-
Effective Amendment No. 1
on Form S-1 filed by The
Manufacturers Life Insurance
Company of America on
February 10, 1994 (File
No. 33-57020)
(4)(b)(ii) Unisex Endorsement Incorporated by reference to
Exhibit (4)(b)(ii) to the
registration statement on
Form N-4 filed by The
Manufacturers Life Insurance
Company of America on
January 13, 1993 (File
No. 33-57018)
(4)(b)(iii) Endorsement 0646-END.001 Incorporated by reference to
Exhibit (4)(b)(ii) to Form
10Q by The Manufacturers
Life Insurance Company of
America on August 14, 1997
(File No. 33-57020)
(5) Not Applicable
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(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10)(a) Reinsurance Agreement Incorporated by reference to
Exhibit (10)(a) to
Pre-Effective Amendment No. 1
on Form S-1 filed by The
Manufacturers Life Insurance
Company of America on
February 10, 1994 (File
No. 33-57018)
(10)(b)(i) Service Agreement Incorporated by reference to
between Manufacturers Exhibit 8 (a)to the
Life of America and registration statement on
The Manufacturers Form N-4 filed by The
Life Insurance Manufacturers Life Insurance
Company Company of America on
January 13, 1993
(File No. 33-57018)
(10)(b)(ii) Amendment to Service Incorporated by reference to
Agreement Exhibit (8)(b) to the
registration statement on
Form N-4 filed by The
Manufacturers Life Insurance
Company of America on
January 13, 1993
(File No. 33-57018)
(10)(b)(iii) Second Amendment to Incorporated by reference to
Service Agreement Exhibit (10)(b)(iii) to the
registration statement on
Form N-4 filed by The
Manufacturers Life Insurance
Company of America on
April 29, 1994
(File No. 33-57018)
(10)(b)(iv) Service Agreement between Incorporated by reference to
The Manufacturers Life Exhibit (8)(d) to Post-
Insurance Company and Effective Amendment No. 1
ManEquity, Inc. dated statement on Form N-4 filed
January 2, 1991 as amended by
March 1, 1994
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The Manufacturers Life
Insurance Company of America
on May 2, 1994
(File No. 33-57018)
(10)(c) Specimen Agreement between Incorporated by reference to
ManEquity, Inc. and Exhibit (3)(b)(i) to the
registered representatives registration statement on
Form N-4 filed by The
Manufacturers Life Insurance
Company of America on
January 13, 1993
(File No. 33-57018)
(10)(d) Specimen Agreement between Incorporated by reference to
Incorporated by ManEquity, Exhibit (3)(B)(ii) TO the
and Dealers registration statement on
Form N-4 filed by The
Manufacturers Life Insurance
Company of America on
January 13, 1993
(File No. 33-57018)
(11) None
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) None
(16) Not Applicable
(17) Not Applicable
(18) None
(19) None
(20) Not Applicable
(21) Not Applicable
(22) None
(23) None
(24) Power of Attorney** Incorporated by reference to
Exhibit (12) to Post-
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Effective Amendment No. 10
on Form S-6 filed by The
Manufacturers Life Insurance
Company of America on
February 28, 1997
(File No.33-52310)
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule Filed Herewith
(28) Not Applicable
** Filed Electronically
Item 6B - Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
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SIGNATURES
Pursuant to the requirements of Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE MANUFACTURERS LIFE INSURANCE
COMPANY OF AMERICA
(Registrant)
May 13, 1998 By: /s/ Douglas H. Myers
- ----------------------------- ---------------------------------
Date DOUGLAS H. MYERS
Vice-President, Finance
(Principal Financial Officer)
May 13, 1998 By: /s/ Donald A. Guloien
- ----------------------------- ---------------------------------
Date DONALD A. GULOIEN
President & Director
(Principal Executive Officer)
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27 Financial data schedule for quarter ended March 31, 1998
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