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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended June 30, 1999
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 0-19117
IMMULOGIC PHARMACEUTICAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3397957
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
610 Lincoln Street, Waltham, MA 02451
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 466-6000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 requirement for the past 90 days.
Yes [ X ] No [ ]
Number of shares of $.01 par value common stock outstanding as of August 6,
1999 20,378,046
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IMMULOGIC PHARMACEUTICAL CORPORATION
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION Page No.
Item 1. Unaudited Condensed Consolidated Financial Statements
and Notes
Unaudited, Condensed Consolidated Balance Sheets 3
June 30, 1999 and December 31, 1998
Unaudited, Condensed Consolidated Statements of Operations 4
Three and Six Months Ended June 30, 1999 and 1998
Unaudited, Condensed Consolidated Statements of Cash Flows 5
Six Months Ended June 30, 1999 and 1998
Notes to Unaudited, Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure About Market Risk 12
PART II. OTHER INFORMATION
Item 6. Exhibits 13
Reports on Form 8-K 13
SIGNATURES 14
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)
JUNE 30, DECEMBER 31,
1999 1998
-------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 24,878 $ 18,856
Short-term investments -- 8,219
Cantab stock (restricted) - Note C 8,128 --
Receivable from sale of programs -- 3,000
Prepaid expenses and other current assets 181 351
-------- --------
Total current assets 33,187 30,426
Long-term investments 17,411 21,553
Other assets - Note F 2,067 4,216
-------- --------
Total assets $ 52,665 $ 56,195
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 647 $ 185
Deferred rent - Note F -- 616
Payroll and severance costs 328 288
Security deposits on subleases 500 500
Accrued expenses and other current liabilities 351 573
-------- --------
Total current liabilities 1,826 2,162
Other long-term liabilities -- 275
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Total liabilities 1,826 2,437
Stockholders' equity:
Preferred stock - $.01 par value;
1,000,000 shares authorized; no shares issued
or outstanding -- --
Common stock - $.01 par value; 40,000,000 shares
authorized; 20,378,046 and 20,367,672 shares issued
and outstanding at June 30, 1999 and
December 31, 1998, respectively 204 204
Additional paid-in capital 185,310 185,298
Unrealized loss on Cantab stock (872) --
Accumulated deficit (133,803) (131,744)
-------- --------
Total stockholders' equity 50,839 53,758
-------- --------
Total liabilities and stockholders' equity $ 52,665 $ 56,195
======== ========
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
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IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998 1999 1998
------- ------- ------- -------
Revenues:
Sponsored research revenues $ 348 $ 432 $ 1,088 $ 962
------- ------- ------- -------
Total revenues 348 432 1,088 962
Operating expenses:
Research and development 348 1,321 1,088 2,808
General and administrative 632 513 2,178 1,380
Loss on leasehold improvements, net 966 -- 966 --
------- ------- ------- -------
Total operating expenses 1,946 1,834 4,232 4,188
------- ------- ------- -------
Operating loss (1,598) (1,402) (3,144) (3,226)
Interest income 526 630 1,085 1,333
------- ------- ------- -------
Net loss $(1,072) $ (772) $(2,059) $(1,893)
======= ======= ======= =======
Basic and diluted net loss per
common share $ (0.05) $ (0.04) $ (0.10) $ (0.09)
======= ======= ======= =======
Weighted average number of
common shares outstanding 20,377 20,359 20,376 20,357
======= ======= ======= =======
Comprehensive loss:
Net loss $(1,072) $ (772) $(2,059) $(1,893)
Other comprehensive loss:
Unrealized loss on Cantab stock (699) -- (872) --
------- ------- ------- -------
Comprehensive loss: $(1,771) $ (772) $(2,931) $(1,893)
======= ======= ======= =======
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
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IMMULOGIC PHARMACEUTICAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
SIX MONTHS
ENDED JUNE 30,
---------------------
1999 1998
------- -------
Cash flows for operating activities:
Net loss $(2,059) $(1,893)
Adjustments used to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 72 976
Write-down of leasehold improvements 1,446 --
Gain on sale of equipment (14) --
Reduction of MIT liability (275) --
Shares issued for 401(k) employer match 12 34
Change in assets and liabilities:
Prepaid and other current assets 170 (40)
Other assets 49
Accounts payable 462 (255)
Sublease deposit -- 500
Reduction in deferred rent (616) --
Accrued expenses and other current liabilities (182) (2,641)
------- -------
Total adjustments 1,124 (1,426)
------- -------
Net cash used in operating activities (935) (3,319)
Cash flows from investing activities:
Purchase of Cantab stock (6,000) --
Leasehold improvement sublease payments 463 --
Proceeds from sale of equipment 133
Purchase of short term investments -- (13,320)
Redemption of short term investments 8,219 20,716
Redemption of long term investments 4,142 2,119
------- -------
Net cash provided by investing activities 6,957 9,515
Net increase in cash and cash equivalents 6,022 6,196
Cash and cash equivalents, beginning of period 18,856 8,437
------- -------
Cash and cash equivalents, end of period $24,878 $14,633
======= =======
The accompanying notes are an integral part of the unaudited condensed
consolidated financial statements.
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IMMULOGIC PHARMACEUTICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
(unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements reflect
all adjustments which are necessary, in the opinion of management, for a fair
presentation of results of the interim periods presented. The statements do not
include all information and footnote disclosures required by generally accepted
accounting principles and therefore should be read in conjunction with the
consolidated financial statements and footnotes included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1998. The results of
operations for the interim periods presented are not necessarily indicative of
the results of operations for the full fiscal year.
NOTE B - NET LOSS PER SHARE
Basic net loss per share is the same as diluted net loss per common share for
the three and six months ended June 30, 1999 and 1998, respectively. Certain
securities were not included in the computation of the Company's diluted net
loss per share for the three and six months ended June 30, 1999 and 1998,
respectively, because they would have an anti-dilutive effect due to the
Company's net loss for each period. For the three and six months ended June 30,
1999 and 1998, these securities included 809,309 stock options and 1,291,665
stock options, respectively.
NOTE C - CANTAB STOCK
The Company sold certain assets related to its drugs of addiction vaccine
programs for the treatment of nicotine and cocaine addiction to Cantab
Pharmaceuticals plc (Cantab). In exchange for these assets and cash totaling
$6,000,000, the Company received 2,566,845 new Cantab Ordinary Shares of 2p
each, which are represented by 855,615 American Depository Receipts ("ADR's").
The sale of these shares is restricted as to 25% increments (213,904 ADR's) and
are available for sale on each of August 2, 1999, November 2, 1999, February 2,
2000 and May 2, 2000. The Company has recorded the ADR's at the current market
price on June 30, 1999 of $9.50 for a total value of $8,128,342 (855,615 ADR's @
$9.50). At July 23, 1999 the closing price of the Cantab ADR's was $9.25 with a
one-year range of closing prices from a low of $8.00 to a high of $11.75.
NOTE D - LIQUIDATION OF THE COMPANY
On March 23 1999, the Board of Directors approved a plan to liquidate and
dissolve the Company. Implementation of this plan will require the approval of
the stockholders of the Company, which approval the Company intends to seek at
its 1999 Annual Meeting of Stockholders to be held on August 18, 1999. The Board
anticipates that, as part of the liquidation, the Company will return to its
stockholders the sum of $36.7 million ($1.80 per share, based on 20,378,046
shares of Common Stock currently outstanding), plus the value to
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be realized from the disposition of the 610 Lincoln Street lease (the "Lease")
- -see Note F, plus the proceeds from the value realized from the disposition of
shares of Cantab held by the Company, plus any residual cash held by the Company
at the end of the liquidation period. Details regarding the plan to liquidate
and dissolve the Company can be found in the Company's 1999 Proxy Statement
filed with the Securities and Exchange Commission and mailed to shareholders on
July 15, 1999.
The consolidated financial statements of the Company as of June 30, 1999 and
December 31, 1998, respectively, were prepared under generally accepted
accounting policies for a going concern entity and do not reflect changes in the
carrying amounts of assets and liabilities which may be affected should the
shareholders approve a plan of liquidation of the Company's assets. Amounts that
may be affected include those related to the lease and sublease of the Company's
Waltham, MA facility as well as possible adjustments of amounts related to other
assets and liabilities of the Company including additional costs for liquidation
and dissolution of the Company, any future realization of royalties and the
value upon the sale of Cantab stock.
NOTE E - MIT LICENSE AGREEMENT
In May 1987, the Company entered into an agreement with the Massachusetts
Institute of Technology (MIT) under which the Company was granted a worldwide,
exclusive license under certain patent applications. The Company provided MIT
with notice of its intention to terminate this license, and the termination
became effective July 27, 1999. As a result of the termination, the liability to
MIT was reduced by $275,000 during the first quarter of 1999 reducing the total
amount due under the agreement to $50,000 which was paid in April 1999. No
further amounts will be due under this agreement.
NOTE F - SUBSEQUENT EVENT
On August 12, 1999, the Company entered into an amendment to the Lease effective
August 1, 1999. Under the terms of the amendment, the Company transferred
ownership of the Lease to Scriptgen Pharmaceuticals, Inc. ("Scriptgen") who will
assume responsibility for the remainder of the Lease term ending on August 31,
2002. In exchange for the disposition of the Lease, the Company will receive
monthly payments of approximately $54,000 from the landlord over the remainder
of the Lease term so long as Scriptgen or any successor tenant is not in default
under the Lease. The approximate total amount of these payments of $2,067,000
has been reflected in "Other Assets" on the Company's Condensed Consolidated
Balance Sheet as of June 30, 1999 ("Balance Sheet"). In connection with this
transaction, the Company recorded a net loss of $966,000 during the second
quarter of 1999. The loss consisted of a decrease in the amount of payments
which are to be received over the remainder of the Lease term of $1,446,000
offset by a reduction in the liability previously recorded in connection with
the lease of $480,000. In addition, as of June 30, 1999, the Company reclassed
the net book value of leasehold improvements previously recorded in "Property
and Equipment, net" to "Other Assets" on the Company's Balance Sheet to reflect
the amounts due from the Landlord over the remainder of the lease term. The
Company is also required to transfer the security deposit of $500,000 currently
recorded as a liability on the Company's Balance Sheet held under the terms of
the sublease with Scriptgen to the Landlord upon signing of the Amendment. The
Company will have no further obligation under the Lease effective August 1, 1999
with ownership being transferred to Scriptgen for the remainder of the Lease
term.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
On February 5, 1999, the Company announced that its Board of Directors had
decided to conclude the business activities of the Company as soon as
practicable. On March 23, 1999, the Board of Directors approved a plan to
liquidate and dissolve the Company. Implementation of this plan will require the
approval of the stockholders of the Company, which approval the Company intends
to seek at its 1999 Annual Meeting of Stockholders to be held on August 18,
1999.
The Board anticipates that, as part of the liquidation, the Company will return
to its stockholders the sum of $36.7 million ($1.80 per share) based on
20,378,046 shares of Common Stock currently outstanding, plus the value of
approximately $2,067,000 expected to be realized from the disposition of the
Lease, plus the proceeds from the value realized from the disposition of the
Cantab shares held by the Company, plus any residual cash held by the Company at
the end of the liquidation period. Details regarding the plan to liquidate and
dissolve the Company can be found in the Company's 1999 Proxy Statement filed
with the Securities and Exchange Commission and mailed to shareholders on July
15, 1999.
ImmuLogic is a Delaware corporation and Delaware law requires that the Company
stay in existence as a non-operating entity for three years from the date the
Company files a certificate of dissolution in Delaware. During the dissolution
period, the Company will attempt to convert its remaining assets to cash as
expeditiously as possible. The Company will, as soon as possible, sell or
distribute to shareholders its shares of the stock of Cantab, subject to the
contractual limitations in place with respect to the disposition by the Company
of such shares. The Company is currently unable to estimate with any certainty
the amount of proceeds that it will realize upon the sale of the Cantab shares
or any other assets of the Company, or the amounts of retained cash that will
have to be used to satisfy contingent liabilities. Therefore, the Company cannot
at this time predict the amount of any future distributions to be made to the
Company's stockholders.
The Company also will attempt to monetize the potential royalty streams from its
agreements with Cantab, Sankyo Co. Ltd ("Sankyo"), and Heska Corporation
("Heska"). Since these are potential revenues several years in the future, the
Company does not anticipate that these will result in significant additional
distributions for stockholders.
RESULTS OF OPERATIONS
REVENUES
Revenues for the second quarter of 1999 were $348,000 compared to $432,000 for
the second quarter of 1998. For the first six months of 1999, revenues were
$1,088,000 which were entirely generated from research and development services
performed for Cantab. For the first six months of 1998, revenues consisted
primarily of sponsored research revenues from the National Institute of Health
("NIH") for a grant related to the research and development of the Company's
cocaine vaccine which was sold to Cantab and research funding from Schering AG,
Germany ("Schering") related to a joint development and collaboration agreement
for the Company's multiple sclerosis program which ended as of March 31, 1998.
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OPERATING EXPENSES
For the quarter ended June 30, 1999, the Company's research and development
expenses decreased $973,000 or 73.7% to $348,000 from $1,321,000 for the same
period in 1998. On a year-to-date basis, total research and development expenses
decreased by $1,720,000 or 61.3% to $1,088,000 as compared to the first six
months of 1998. The decrease in research and development expenses is due
primarily to the Company's downsizing which occurred during 1998. Specifically,
reduced headcount and facility related expenses contributed to the savings.
General and administrative expenses were $632,000 and $513,000 for the quarters
ended June 30, 1999 and 1998, respectively, representing an increase of $119,000
or 23.2%. On a year-to-date basis, general and administrative expenses increased
by $798,000 or 57.8% to $2,178,000 as compared to the first six months of 1998.
The increase was primarily due to severance totaling $1,006,000 which was
incurred in the first quarter of 1999 relating to the termination or resignation
of 15 employees, including the President and Chief Executive Officer of the
Company and costs incurred in connection with the liquidation and dissolution of
the Company. Offsetting these increases in expenses were reduced headcount and
facility related expenses as a result of the downsizing which occurred during
1998 and a reduction in the amount due to MIT of $275,000 resulting from the
termination of the Company's license with MIT.
During the second quarter of 1999, a net write-off of $966,000 was recorded in
connection with the disposition of the Company's Lease. The write off consisted
of a decrease in the amount of payments which are to be received over the
remainder of the Lease term of $1,446,000 offset by a reduction in the liability
previously recorded in connection with the Lease of $480,000. The Company will
have no further obligation under the Lease effective August 1, 1999 with
ownership being transferred to Scriptgen for the remainder of the Lease term.
INTEREST INCOME
Interest income for the second quarter of 1999 was $526,000 compared to $630,000
for the second quarter of 1998, a decrease of $104,000 or 16.5%. For the first
six months of 1999, interest income was $1,085,000 compared to $1,333,000 for
the first six months of 1998, a decrease of $248,000 or 18.6%. The decrease in
interest income for both the quarter and year-to-date periods resulted primarily
from a lower available investment balance as compared to the prior year and a
slightly decreased rate of return on funds invested.
NET LOSS
The Company reported a net loss of $1,072,000 ($(0.05) per share) for the second
quarter of 1999 compared to a net loss of $772,000 ($(0.04) per share) for the
second quarter of 1998, an increase of $300,000 or 38.9%. For the first six
months of 1999, the Company reported a net loss of $2,059,000 ($(0.10) per
share) compared to a net loss of $1,893,000 ($(0.09) per share) for the
comparable 1998 period. The increase in net loss in second quarter of 1999 was
primarily due to the loss recorded on the disposition of the Company's lease and
costs associated with the planned liquidation and dissolution of the Company. On
a year-to-date basis the increase in net loss included costs associated with
severance incurred during the first quarter of 1999 offset by a reduction in the
amount due to MIT of $275,000 resulting from the termination of the Company's
license with MIT. In both the three and six month periods increased costs were
offset by savings resulting from reduced headcount and facility related expenses
as a result of the downsizing which occurred during 1998. Offsetting these
savings,
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interest income decreased in both the three and six month periods ending June
30, 1999 as compared to the prior year.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents and investments were $42,289,000 at June 30, 1999
compared to $48,628,000 at December 31, 1998. In addition, the Company's
investment in Cantab stock was valued at $8,128,000 at June 30, 1999. Net cash
used in operations for the six months ended June 30, 1999 was $935,000 as
compared to net cash used in operations of $3,319,000 in the comparable 1998
period. The decrease of $2,384,000 was due primarily to savings resulting from
the Company's downsizing which occurred during 1998.
The Company has funded its operations to date primarily through the sale of
equity securities, sponsored research revenues, license payments, and earnings
on invested capital.
The Board of Directors has determined, subject to shareholder approval, to
conclude the Company's business activities as soon as practicable and to
liquidate and dissolve the Company. Therefore, the Company does not anticipate
requiring any further funds and believes that the funds it has on hand will be
sufficient to finance its activities during such period of time as is required
to conclude its business activities and liquidate the Company.
YEAR 2000
Certain companies may face problems if the computer processors and software upon
which they directly or indirectly rely are unable to process date values
correctly upon the turn of the millennium ("Year 2000"). Such a system failure
and corruption of data of the Company or its customers or suppliers could
disrupt the Company's operations, including, among other things, a temporary
inability to process transactions or engage in other business activities or to
receive information or service from suppliers.
The Company presently believes that its computer systems, software and other
equipment are Year 2000 compliant. The Company initiated communications with
third party suppliers and requested that they represent that their products and
services will be Year 2000 compliant and that they have a program to test for
compliance. Costs incurred to date related to Year 2000 have not been material
and future costs are not expected to be material.
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, the words "believes," "anticipates," "plans," expects," intends" and
similar expressions are intended to identify forward-looking statements. There
are a number of important factors that could affect the future activities of the
Company, including, without limitation, the factors set forth below and those
set forth under the heading "Future Results" and elsewhere in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998, as filed with
the Securities and Exchange Commission, and the information contained in this
Quarterly Report on Form 10-Q should be read in light of such factors.
The Company's plan to conclude the business activities of the Company and
distribute the Company's assets to its stockholders is dependent upon the
approval of such plan by the
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Company's stockholders. In addition, the success of this plan depends in large
part upon the Company's ability to retain the services of certain of its current
executives or to attract qualified replacements for them. The Company expects
that the retention and attraction of qualified personnel will be difficult
because the Company will be in liquidation.
The Company cannot assure that it will be able to satisfy the requirements for
continued listing of its common stock on the Nasdaq National Market. The rules
of the Nasdaq Stock Market require that companies listed on the Nasdaq National
Market satisfy certain requirements for listing, including that a listed company
continue to have an operating business. If the Company completes its plans to
conclude its business activities, it will no longer have an operating business.
If Nasdaq delists the Company's common stock from the Nasdaq National Market,
the ability of stockholders to buy and sell shares may be materially impaired.
Any future payments which the Company may receive under its agreements with
Heska, Sankyo and Cantab and, therefore, any future value which may be returned
to the Company's stockholders with respect to those agreements, are dependent
upon the successful development and commercialization and in large part,
commercialization of the products licensed or sold to such companies, as the
case may be. The respective ability of Heska, Sankyo and Cantab to develop and
commercialize their products is subject to all of the risks and uncertainties
inherent in the biotechnology industry, including those associated with the
early stage of development of such products, government regulation, competition,
patents and proprietary rights, manufacturing and marketing, additional
financing requirements and access to capital, product liability and third-party
reimbursement. There can be no assurance that any of these products will be
successfully developed or commercialized.
The Company sold certain assets related to its drugs of addiction vaccine
programs for the treatment of nicotine and cocaine addiction to Cantab. In
exchange for these assets and cash totaling $6,000,000, the Company received
2,566,845 new Cantab Ordinary Shares of 2p each, which are represented by
855,615 American Depository Receipts ("ADR's"). In addition, ImmuLogic is
entitled to receive additional payments if Cantab achieves certain milestones in
its cocaine and nicotine clinical development. These payments may at the option
of Cantab be paid in ADR's. The ADR's held by the Company are subject to certain
contractual limitations with respect to disposition of the shares. In addition,
the ADR's currently held by the Company and which may be issued to the Company
are subject to extreme price and volume fluctuations. Accordingly, neither the
cash value which the Company receives upon disposition of such shares or the
cash value to be distributed to the stockholders with respect thereto can be
determined.
The Company has announced that it intends to distribute to its stockholders the
sum of $36.7 million, plus the value to be realized from the disposition of its
Lease, plus proceeds from the liquidation of the Cantab, plus any residual cash
held by the Company at the end of the liquidation period. Amounts expected to be
distributed to the stockholders of the Company will be offset by amounts
required to be paid by the Company in satisfaction of liabilities or claims that
may arise. Accordingly, the total amount to be distributed to the stockholders
cannot be determined.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
ImmuLogic maintains an investment portfolio the primary objectives of which are
to preserve principal, maintain proper liquidity to meet operating needs and
maximize yields. The Company's investment policy specifies credit quality
standards for the Company's investments and limits the amount of credit exposure
to any single issue, issuer or type of investment. The Company does not believe
that it has any material exposure to market risk with respect to derivative or
other financial instruments which would require disclosure under this item.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit:
Exhibit
Number Exhibit
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27 Financial Data Schedule
(b) Reports on Form 8-K: No Current Reports on Form 8-K were
filed during the quarter ended June
30, 1999.
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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.
IMMULOGIC PHARMACEUTICAL CORPORATION
------------------------------------
(Registrant)
Date: 8/11/99 /s/ J. Richard Crowley
--------- --------------------------------------------
J. Richard Crowley
President, Secretary and Treasurer
(Principal Financial and Accounting Officer)
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