1
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 Quarterly period ended June 30, 1996
[ ] 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 0-15404
FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3468795
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
300 DELAWARE AVENUE, SUITE 1704
WILMINGTON, DE
(Address of Principal Executive Offices) 19801
Registrant's telephone number, including Zip Code
area code (302) 427-5800
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Number of shares of common stock outstanding:
NUMBER OUTSTANDING
CLASS AS OF JUNE 30, 1996
-------------------
$1.00 par value common 3,210,584
2
FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
As of As of
June 30, December 31,
1996 1995
---------- ----------
(unaudited)
ASSETS
INVESTMENTS
Fixed maturities held for sale at market $40,074,136 $58,834,592
Non-redeemable preferred stocks 2,796,612 6,091,931
Common Stocks 115,859 4,148,237
Short term securities 35,445,115 6,110,072
---------- ----------
Total investments 78,431,722 75,184,832
OTHER ASSETS
Cash and equivalents 4,777,428 3,782,536
Restricted cash --- 2,601,312
Premiums receivable 2,143,947 3,101,867
Reinsurance recoverable on paid losses 327,483 347,620
Reinsurance recoverable on unpaid losses 3,853,059 4,181,349
Accrued investment income 666,442 757,395
Deferred federal income taxes 2,295,644 1,082,569
Other assets 3,239,264 3,160,793
---------- ----------
Total other assets 17,303,267 19,015,441
---------- ----------
Total assets $95,734,989 $94,200,273
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Reserves for unpaid losses and loss adjustment expenses $34,424,531 $32,455,874
Unearned premium reserves 8,293,983 8,146,302
Accrued liabilities 4,602,810 3,874,970
Funds withheld from reinsurers --- 2,601,312
Excess of acquired net assets over cost 934,433 1,158,693
---------- ----------
Total liabilities 48,255,757 48,237,151
STOCKHOLDERS' EQUITY
Preferred stock, $1,000 par value. 75,000 shares authorized; no shares issued
and outstanding $ --- $ ---
Common stock, $1 par value. 6,000,000 shares authorized; 3,901,204 shares
issued 3,901,204 3,901,211
Additional paid-in capital 43,125,108 43,201,779
Treasury stock, at cost (1996 - 690,620; shares; 1995 - 707,300 shares) (6,325,388) (6,471,628)
Unrealized investment gains net of taxes 47,668 1,542,730
Retained earnings 6,730,640 3,789,030
---------- ----------
Total stockholders' equity 47,479,232 45,963,122
---------- ----------
Total liabilities and stockholders' equity $95,734,989 $94,200,273
========== ==========
See the accompanying notes to the condensed consolidated financial statements.
2
3
FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Six Months Six Months Three Months Three Months
Ended Ended Ended Ended
June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUE
Premiums earned $ 7,658,814 $ 5,211,981 $ 4,047,990 $ 2,906,205
Net investment income 2,003,454 2,135,751 1,063,778 965,186
Net realized gains on investments 2,321,019 359,854 201,271 275,892
Other income 224,263 332,555 87,927 157,413
------------ ----------- ----------- ----------
Total revenue 12,207,550 8,040,141 5,400,966 4,304,696
LOSSES AND EXPENSES
Losses and loss adjustment expenses 3,766,226 2,296,207 1,820,118 1,474,021
Commissions expenses 1,874,564 1,308,746 1,153,872 720,518
Other operating and management expenses 1,791,407 1,874,937 854,819 1,023,982
------------ ----------- ----------- ----------
Total losses and expenses 7,432,197 5,479,890 3,828,809 3,218,521
------------ ----------- ----------- ----------
Income before income taxes 4,775,353 2,560,251 1,572,157 1,086,175
Provision for expenses 1,352,152 531,190 441,494 226,534
------------ ----------- ----------- ----------
Net income $ 3,423,201 $ 2,029,061 $ 1,130,663 $ 859,641
=========== =========== =========== ===========
Net income per common share $ 1.01 $ 0.61 $ 0.33 $ 0.27
=========== =========== =========== ===========
Weighted average number of shares
outstanding for the entire period 3,376,451 3,325,503 3,378,791 3,150,876
=========== =========== =========== ===========
See the accompanying notes to the condensed consolidated financial statement
3
4
FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS SIX MONTHS
ENDED ENDED
JUNE 30,1996 JUNE 30,1995
(UNAUDITED) (UNAUDITED)
CASH PROVIDED BY OPERATING ACTIVITIES $ 4,646,613 $ 1,123,834
INVESTING ACTIVITIES
Net (purchases) dispositions of short term investments (29,250,890) 996,703
Purchases of fixed maturities (13,418,317) (13,922,871)
Dispositions of fixed maturities 30,692,669 11,101,663
Net (purchases) dispositions of preferred equities 6,082,497 (606,376)
Net (purchases) dispositions of common stock 2,698,968 (1,177,388)
----------- ------------
NET CASH USED BY INVESTING ACTIVITIES (3,195,073) (3,608,269)
FINANCING ACTIVITIES
Stock options exercised 25,250 70,500
Payments of cash dividends (481,898) (329,791)
----------- ------------
NET CASH USED BY FINANCING ACTIVITIES (456,648) (259,291)
----------- ------------
INCREASE (DECREASE) IN CASH $ 994,892 $ (2,743,726)
=========== ============
See the accompanying notes to the condensed consolidated financial statements
4
5
FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
(unaudited)
A. BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been
prepared by the Registrant without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission and reflect all
adjustments, consisting of normal recurring accruals, which are, in the
opinion of management, necessary for a fair presentation of the results of
operations for the periods shown. These statements are condensed and do
not include all information required by generally accepted accounting
principles to be included in a full set of financial statements. It is
suggested that these financial statements be read in conjunction with the
consolidated financial statements at, and for the year ended, December 31,
1995 and notes thereto, included in the Registrant's annual report on form
10K as of that date. Certain prior year amounts have been reclassified to
conform with the 1996 presentation.
B. DIVIDENDS PAID
The Registrant has paid the following cash and common share dividends in
1996 to outstanding stockholders of record:
Payment Stockholder Dividend Paid
Date Record Date Per Common Share
--------------------------------------------------------------
February 22, 1996 January 25, 1996 20% Common Stock
February 22, 1996 January 25, 1996 $0.075
May 23, 1996 April 18, 1996 $0.075
The Registrant has declared the following cash dividends in 1996 to
outstanding stockholders of record:
Stockholder Stockholder Dividend Declared
Payment Date Record Date Per Common Share
--------------------------------------------------------
September 19, 1996 August 23, 1996 $0.075
5
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES
GENERAL BUSINESS
Financial Institutions Insurance Group, Ltd. (the "Registrant") is an insurance
holding company which, through its subsidiaries, underwrites insurance and
reinsurance. The principal lines of business include professional liability,
directors' and officers' liability and other lines of property and casualty
insurance.
The Registrant conducts its business by operating an insurance company and
managing insurance assumptions through two underwriting agencies.
The First Reinsurance Company of Hartford ("First Re") is the largest
subsidiary. Through affiliated subsidiaries, First Re provides insurance
coverage and has entered into reinsurance treaties whereby companies cede a
portion of their premiums, commissions and related incurred losses to First Re.
The principal underwriting activity of the group is managed by a wholly-owned
subsidiary, Oakley Underwriting Agency, Inc. ("Oakley"). Formed in 1993,
Oakley underwrites directors' and officers' liability insurance and
professional liability insurance principally on behalf of First Re and Virginia
Surety Company, Inc. ("VSC"). VSC is an unaffiliated insurance company that
maintains an underwriting contract with Oakley.
The profitability of the property-casualty business is dependent on competitive
influences, the efficiency and costs of operations, investment results between
the time premiums are collected and losses are paid, the level of ultimate
losses paid, and the ability to estimate each of those factors in setting
premium rates. Investment results are dependent on the selection of investment
vehicles, investment market performance, the ability to project ultimate loss
payments, and the timing of those loss payments. Ultimate loss payments are
dependent on the types of coverages provided, results of litigation and the
geographic areas of the country covered.
LIQUIDITY
General convention in the insurance industry has established an informal
guideline ratio of premiums written to capital that is deemed appropriate.
Typically, this ratio provides that premiums be no greater than three times the
capital and surplus for an insurance company. The Registrant has maintained a
ratio of less than $ .40 of premium written for each $1.00 of its capital and
surplus since its inception. Additionally, the Registrant must file certain
reports with various regulatory agencies. These reports measure the liquidity,
capital resources and profitability of the Registrant to insurance industry
standards. Based on these reports, for the years 1994 and 1995, and the first
six months of 1996, the liquidity and capital resources of the Registrant
exceed the insurance industry standards.
6
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The Registrant's fixed investment portfolio has historically been structured
such that its average maturity does not exceed three years. In the first six
months of 1996, the average duration of the fixed portfolio was reduced to
approximately two years. This action was taken to protect the market value of
the fixed portfolio from the potential effect of rising interest rates. The
Registrant also reduced its market risk exposure to common stock and
convertible securities during this period. The Registrant believes that the
current investment market risk justifies a defensive posture. Following this
policy, the Registrant realized $2,119,748 of capital gains from the held for
sale portfolio in the first six months of 1996 by selling longer term fixed
securities and equity investments and reinvesting the proceeds into short-term
investments.
The length of time needed to settle claims from reinsured policies is
influenced by the type of coverage involved and the complexity of the
individual loss occurrence. Management believes that it has positioned its
investment portfolio to ensure that it can meet its obligations without adverse
deviation from its current investment objectives. It is also believed that the
Registrant's current investment policies permit it to continue to take
advantage of favorable changes that might occur in the investment marketplace.
On December 31, 1993, the Registrant adopted SFAS 115 and classified all of its
fixed maturity investments as held for sale and carries them at market
value, because the Registrant will likely sell such investments prior to
maturity. Non-redeemable preferred equity securities and common stocks are
also carried at market value. Short-term investments are carried at the lower
of amortized cost or market value.
Management does not plan to liquidate investments to fund operations or pursue
financing activities but will continue to manage the portfolio seeking the
maximum total return while keeping the duration and credit profile at
approximately the current levels.
The Registrant and its investment advisors believe that, given the current
uncertainties in the fixed income market, it was appropriate to realize these
gains. This activity increased the liquidity and quality of the portfolio.
7
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The following table outlines the respective reserve components and their
balances as of June 30, 1995 and at quarterly intervals through the period to
June 30, 1996.
DIRECT AND ASSUMED
RESERVES ON
REPORTED IBNR
DATE RESERVES % CLAIMS % RESERVES %
6/30/95 $33,794,332 100% $13,106,992 39% $20,687,340 61%
9/30/95 $34,546,320 100% $12,486,310 36% $22,060,010 64%
12/31/95 $32,455,874 100% $11,688,406 36% $20,767,468 64%
3/31/96 $32,280,982 100% $13,201,167 41% $19,079,815 59%
6/30/96 $34,424,531 100% $ 9,241,942 27% $25,182,589 73%
CEDED
RESERVES ON
REPORTED IBNR
DATE RESERVES % CLAIMS % RESERVES %
6/30/95 $6,712,578 100% $5,503,357 82% $1,209,221 18%
9/30/95 $6,598,823 100% $5,058,984 77% $1,539,839 23%
12/31/95 $4,181,349 100% $2,199,000 53% $1,982,349 47%
3/31/96 $3,199,588 100% $2,510,388 78% $ 689,200 22%
6/30/96 $3,853,059 100% $1,248,926 32% $2,604,133 68%
NET RESERVES
RESERVES ON
REPORTED IBNR
DATE RESERVES % CLAIMS % RESERVES %
6/30/95 $27,081,754 100% $ 7,603,635 28% $19,478,119 72%
9/30/95 $27,947,497 100% $ 7,427,326 27% $20,520,171 73%
12/31/95 $28,274,525 100% $ 9,489,406 34% $18,785,119 66%
3/31/96 $29,081,394 100% $10,690,779 37% $18,390,615 63%
6/30/96 $30,571,472 100% $ 7,993,016 26% $22,578,456 74%
The Registrant regularly monitors the relative proportions of its gross
reserves to ensure that they are adequate. In the event such reserves are
deemed to be either excessive or insufficient, adjustments are made at the time
of such determination.
8
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
For income tax purposes, the liability for unpaid losses and loss adjustment
expenses is discounted to values less than those reported for accounting
purposes. The effect of the discounting is to increase the amount of taxable
income and current income tax liability. The tax based adjustments are more
fully explained in Notes A and D to the consolidated financial statements of
the Registrant in the Registrant's Form 10-K for the year ended December 31,
1995.
Management considers the Registrant's current capitalization, investments and
net reserves to be adequate to meet the Registrant's operating needs and to
support the level of insurance and reinsurance premiums currently being
written.
Payments of future cash dividends are reviewed and voted on at regularly
scheduled Board of Directors' meetings of the Registrant and its subsidiaries.
These decisions, are based upon the subsidiaries' performances, taking into
account regulatory restrictions on payment of dividends by such subsidiaries.
The Registrant's cash flow in the first six months of 1996 reflects an increase
in net cash of $994,892. The net cash inflow is comprised of $3,195,073
related to cash used for purchasing of investments, cash inflow of $4,646,613
related to operations and a cash outflow of $456,648 related to the payments of
dividends less stock options being exercised. The prior year 1995 reflects a
net cash decrease of $2,743,726 comprised of the purchases of investments of
$3,608,269, cash provided by operations of $1,123,834 and cash used to pay
dividends less cash received on stock options in the amount of $259,291. The
decrease in cash provided by operations is primarily due to the increase in
loss adjustment expenses and operating expenses.
As of April 1, 1995, First Re increased its net participation in the lower
layer of the Oakley treaties and eliminated its participations in the two upper
layers. The net exposure per risk increased by less than 1% (from $495,000 to
$500,000) but was concentrated in the first layer of coverage rather than
spread among the policy limits of up to $5,000,000. The net premium writings
increased from approximately 44% of the gross premiums, to approximately 70% of
the gross premiums. This change in participation created a proportional
increase in the commission expenses and incurred losses on the program.
The Registrant is unaware of any other trends or uncertainties that have had,
or that the Registrant reasonably expects will have, a material effect on its
liquidity, capital resources or operations. Management feels that the
Registrant's liquidity and capital resources are adequate to meet future needs.
9
10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
RESULTS OF OPERATIONS
Earnings per share for the six months ended June 30, 1996 and 1995 amounted to
$1.01 and $0.61 respectively, and for the three months ended June 30, 1996
amounted to $.33 and $0.27 respectively. This represents an increase of 66%
from the comparable six month period of 1995 and an increase of 22% over the
three month period of 1995. Earnings per share are calculated on a diluted
basis.
Net income for the six months ended June 30, 1996 is 69% higher than for the
same period in 1995 ($3,423,201 vs. $2,029,061). Net income for the three
months ended June 30, 1996 is 32% higher than for the same period in 1995
($1,130,663 vs. $859,641).
Increases in premiums earned and realized capital gains caused the total
revenue to increase by $4,167,409 or 52% for the six months. The three month
increase in premiums earned and realized capital gains was $1,096,270 or 25%.
Incurred losses and commission expenses increased proportionally to the premium
increase, but favorable development in losses in the financial institution
reinsurance programs continued to contribute significantly to the Registrant's
net income.
PREMIUMS EARNED
The six month premiums earned increased 47% ($7,658,814 vs. $5,211,981) over
1995. The three month increase is $1,141,785 or 39%. This increase is
primarily due to earned premiums from business produced by the Registrant's
Oakley subsidiary and is largely related to an increase in retention of gross
premium written from approximately 44% to 70% of the gross premium, which
occurred in the second quarter of 1995.
NET INVESTMENT INCOME AND REALIZED INVESTMENT GAINS
Net investment income in the six months ended June 30, 1996 decreased
approximately 6% ($2,003,454 vs. $2,135,751).The net investment income for the
three months ended June 30, 1996 increased 10% (1,063,778 vs. $965,186). This
overall decrease was due to a greater proportion of the portfolio being
invested into shorter duration securities yielding lower interest rates.
Net realized gains on investments in the six months ended June 30, 1996
increased approximately 545%, ($2,321,019 vs. $359,854). The three month net
realized gains were 27% lower than 1995 ($201,271 vs. $275,892). The gains
earned in 1996 represented repositioning of the total portfolio. The
Registrant secured these gains due to the uncertainties in the investment
market and the potential negative effect that investment losses could have on
the impending acquisition of the Registrant.
Future realized gains will be dependent on portfolio positions and market
conditions. Consistent with its investment guidelines adjusted as discussed
above, the Registrant will continue to invest for the highest total return
possible while maintaining its portfolio's current liquidity and credit
characteristics.
10
11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
LOSSES AND LOSS ADJUSTMENT EXPENSES
Incurred losses and loss adjustment expenses were $3,766,226, a 64% increase
over the six month period ended June 30, 1995. The three month period
reflects a 23% increase over 1995. The increase in premium earnings caused an
increase in losses incurred. The six months ended June 30, 1996 reflected a
loss ratio of 49% as compared to 44% in 1995. Favorable liability
re-estimations of loss reserves on First Re's reinsurance assumed contracts
issued prior to 1993 provided approximately $1,946,000 of reduction in incurred
losses for the period. The reductions reflect reevaluations of loss exposure
for policy premiums earned in the years 1988 - 1994 based on updated
information from ceding companies and the continued actuarial study of the
Registrant and industry experience of claims settlement patterns.
The principal exposures of these policies were financial institution D&O and
Bond claims that were involved in protracted litigation involving, among other
parties, the Resolution Trust Corporation. Because of the serious nature of
the initial demands and the lack of legal precedent settling these claims, the
actuarial estimates included many factors which created a range of predicted
outcomes. The Registrant reviews and changes its ultimate loss projections
monthly on all classes of business and matches actuarial expectations with
actual development to make its adjustments.
COMMISSIONS EXPENSES
The six months ended June 30, 1996 had a commissions expense increase of
approximately 43% ($1,874,564 vs. $1,308,746) from the same period in 1995, and
the three month period reflects an increase of 60% ($1,153,872 vs. $720,518).
The 1996 increase in commission expenses is proportional to the increased
premiums earned. The effective commission rate on premiums earned in 1996
decreased from 25% to 24% from the comparable period in 1995. The lower
acquisition cost relates to the change in retention levels on the Oakley
business at the April 1, 1995 treaty renewal date and the lower acquisition
costs associated with writing more business directly in First Re.
OTHER OPERATING AND MANAGEMENT EXPENSES
Other operating and management expenses decreased 4% for the six months ending
June 30, 1996 ($1,791,407 vs. $1,874,937) when compared to the same periods of
1995. The three month period reflects a decrease in expenses of 17%. The
decrease relates to a cost reduction program put into effect during the second
half of 1995.
The Registrant continues to identify and initiate cost reduction strategies as
it becomes more efficient in operating its Oakley subsidiary and managing its
run-off liabilities.
PROVISION FOR INCOME TAXES
The six months ended June 30, 1996 reflected a 28% effective tax rate as
compared to a 21% tax rate for the 1995 period and for the three month period.
This increase is due to a higher proportion of fully taxed realized capital
gains in the total revenue.
11
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION (CONT.)
REGULATORY ENVIRONMENT
The insurance (and reinsurance) industry is being scrutinized by the Executive
and Legislative branches of government as well as regulatory agencies. Items
presently being given attention are individual state regulatory issues (i.e.
solvency) and federal regulation of the reinsurance and insurance industry. It
is not possible to predict at this time the impact that these initiatives will
have on the Registrant's business.
The Registrant will continue to monitor these developments and will respond
when necessary to the changing environment.
RECENT DEVELOPMENTS
On April 12, 1996, the Registrant executed a Merger Agreement with FIIG
Holdings Corp., a wholly-owned subsidiary of Castle Harlan Partners II, L.P.
("Buyer"), and FIIG Merger Corp., a wholly-owned subsidiary of Buyer ("Buyer
Sub"), pursuant to which Buyer Sub will merge with and into the Registrant and
each outstanding share of common stock of the Registrant will be converted into
the right to receive $16.00 in cash (the "Merger"). Pursuant to a letter
agreement dated January 4, 1996 between John A. Dore, President and Chief
Executive Officer of the Registrant, and Castle Harlan, Inc., John Dore also
will be a stockholder and Chief Executive Officer of the Buyer.
The Merger is subject to certain conditions, including the approval and
adoption of the Merger Agreement by the holders of a majority of the
outstanding shares of the Registrant, the obtaining of all necessary regulatory
approvals, and other customary closing conditions. The Merger is not
conditioned upon receipt of financing.
12
13
FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
PART II
OTHER INFORMATION
ITEMS 1-3 Have been omitted as they are either not applicable or result
in a negative answer.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) Not applicable.
ITEM 5 OTHER MATTERS
(a) None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a)(27) Financial Data Schedule
(b) None
13
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.
FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
- --------------------------------------------
(Registrant)
August 14, 1996
John A. Dore
-------------------------------------------
John A. Dore
(President and Chief Executive Officer, duly
authorized to sign this report in such
capacities and on behalf of the Registrant.)
August 14, 1996
Lonnie L. Steffen
-------------------------------------------
Lonnie L. Steffen
(Chief Financial Officer, Executive Vice
President, Treasurer, duly authorized to
sign this report in such capacities and on
behalf of the Registrant.)
14