1 UNITED STATES 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 March 31, 1997 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 0-19783 SUBURBFED FINANCIAL CORP. ------------------------- (Exact name of registrant as specified in its charter) Delaware 36-3796361 -------- ---------- (State or other jurisdiction I.R.S. Employer of incorporation or Identification or organization) Number 3301 W. Vollmer Road, Flossmoor, Illinois 60422 ----------------------------------------- ----- (Address of Principal executive offices) (Zip Code) Registrant's telephone number, including area code: (708) 333-2200 -------------- 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 [ ] As of May 8, 1997, the Registrant had 1,261,256 shares of common stock issued and outstanding. 2 SUBURBFED FINANCIAL CORP. Contents PART I FINANCIAL INFORMATION Page ---- Item 1 Financial Statements Consolidated Statements of Financial Condition, March 31, 1997 (Unaudited) and December 31, 1996 1 Consolidated Statements of Income, Three Months Ended March 31, 1997 and 1996 (Unaudited) 2 Consolidated Statements of Cash Flows, Three Months Ended March 31, 1997 and 1996 (Unaudited) 3 Notes to Consolidated Financial Statements 4-6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 7-12 PART II OTHER INFORMATION 13-14 3 SUBURBFED FINANCIAL CORP. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION MARCH 31 DECEMBER 31 1997 1996 (Unaudited) ASSETS Cash and amounts due from depository institutions $2,677,449 $3,545,166 Interest-bearing deposits 5,549,273 5,307,070 ---------------------------- Total cash and cash equivalents 8,226,722 8,852,236 ---------------------------- Investment securities held to maturity 4,963,386 3,974,167 (Fair value: 1997 - $4,936,719;1996 - $3,918,125) Investment securities available for sale, at fair value 3,482,508 3,430,277 Investment securities held for trade 1,315,774 1,361,638 Mortgage-backed securities held to maturity 90,510,142 93,562,881 (Fair value: 1997 - $89,846,124;1996 - $93,408,866) Mortgage-backed securities available for sale, at market 38,360,660 39,923,032 Loans receivable 249,772,510 241,815,183 Real estate owned 0 14,076 Stock in Federal Home Loan Bank of Chicago 3,300,000 3,300,000 Office properties and equipment 4,634,985 4,699,195 Accrued interest receivable 2,448,345 2,319,523 Prepaid expenses and other assets 669,415 713,523 Deposit base intangible 115,647 126,263 ---------------------------- Total assets 407,800,094 404,091,994 ============================= LIABILITIES AND STOCKHOLDERS' EQUITY Deposits 325,973,731 309,581,005 Federal Home Loan Bank advances 45,500,000 55,500,000 Other borrowed money 4,211,000 7,438,000 Advance payments by borrowers for taxes and insurance 2,675,241 2,799,782 Other liabilities 2,671,612 2,519,525 ----------------------------- Total liabilities 381,031,584 377,838,312 ----------------------------- Stockholders' Equity: Common stock 13,686 13,653 Additional paid-in capital 8,468,443 8,420,472 Treasury stock -1,625,111 -1,681,562 Retained earnings, substantially restricted 20,568,372 20,021,403 Unrealized gain (loss) on securities available for sale -508,631 -340,285 Common stock acquired by ESOP -148,249 -170,530 Common stock acquired by Bank Incentive Plan 0 -9,469 ----------------------------- Total stockholders' equity 26,768,510 26,253,682 ----------------------------- Total liabilities and stockholders' equity $407,800,094 $404,091,994 ============================= See notes to consolidated financial statements 1 4 SUBURBFED FINANCIAL CORP. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED MARCH 31, 1997 1996 Interest income: Interest on loans $4,748,011 $3,028,141 Interest on mortgage-backed securities 2,238,191 2,981,802 Interest on investment securities 126,994 128,469 Interest on other financial assets 32,903 46,158 Dividends on FHLB stock 54,925 37,627 -------------------------- Total interest income 7,201,024 6,222,197 -------------------------- Interest expense: Interest on deposits 3,608,399 3,257,143 Interest on borrowed money 775,734 511,329 -------------------------- Total interest expense 4,384,133 3,768,472 -------------------------- Net interest income before provision for loan losses 2,816,891 2,453,725 Provision for loan losses 45,000 45,680 -------------------------- Net interest income after provision for loan losses 2,771,891 2,408,045 -------------------------- Non-interest income: Loan fees and service charges 155,338 183,461 Commission income 130,144 124,587 Gain on sale of loans and securities - net 82,257 90,749 Unrealized gain (loss) on securities held for trade - net 24,448 -138 Loss on sale of real estate owned -6,282 0 Deposit-related fees and other income 375,009 372,771 -------------------------- Total non-interest income 760,914 771,430 -------------------------- Non-interest expense: General and administrative: Staffing costs 1,459,089 1,334,019 Advertising 48,410 57,931 Occupancy and equipment expenses 477,678 471,437 Data processing 79,902 73,703 Federal deposit insurance premiums 48,045 160,782 Other 405,522 408,594 Total general and administrative -------------------------- expenses 2,518,646 2,506,466 Amortization of deposit base intangible 10,615 12,895 -------------------------- Total non-interest expense 2,529,261 2,519,361 -------------------------- Income before income taxes 1,003,544 660,114 Provision for income taxes 355,700 242,500 -------------------------- Net income $647,844 $417,614 ========================== Earnings per share - primary $.49 $.32 - fully diluted $.49 $.32 Dividends declared per common share $.08 $.08 See notes to consolidated financial statements 2 5 SUBURBFED FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MARCH 31, 1997 1996 Cash flows from operating activities: Net income $647,844 $417,614 Adjustments to reconcile net income to net cash from operating activities: Depreciation 164,200 166,400 Amortization of intangible 10,616 12,895 Amortization of cost of stock benefit plans 31,750 36,486 Amortization of discount on investment securities -5,000 -5,000 Provision for loan losses 45,000 45,680 Net gain on sale of loans and securities -82,257 -90,749 Net (gain) loss on sale of real estate owned 6,282 -13,106 Unrealized (gain) loss on investment securities -24,448 138 Proceeds from sales of trading account securities 395,240 0 Purchase of trading account securities -159,225 -29,625 Net change in: Accrued interest receivable -128,822 -33,278 Accrued interest payable 8,668 -70,421 Deferred income -10,862 -15,341 Deferred and accrued income taxes -723,810 241,296 Other liabilities 986,695 253,375 Prepaid expenses and other assets 54,334 -498,301 ----------- ---------- Net cash flows provided by operating activities 1,216,205 418,063 ----------- ---------- Investing activities: Proceeds from sale of investment securities 25,755 0 Purchases of investment securities -1,075,000 -779,625 Proceeds from sale of mortgage-backed securities 0 21,401,973 Proceeds from repayments of mortgage-backed securities 4,259,255 5,697,034 Purchases of mortgage-backed securities 0 -13,890,580 Purchase of Federal Home Loan Bank stock 0 -245,000 Proceeds from sale of loans 1,703,016 2,627,516 Disbursements for loans -22,178,408 -31,586,055 Loan repayments 12,482,381 16,536,256 Proceeds from sale of real estate owned 12,794 26,703 Property and equipment expenditures -99,990 -44,038 ----------- ---------- Net cash flows used in investing activities -4,870,197 -255,816 ----------- ---------- Financing activities: Proceeds from sale of investment securities 31,717 0 Dividends paid on common stock -100,875 -100,862 Proceeds from sale (purchase) of treasury stock 56,451 -326,625 Deposit receipts 236,235,303 230,965,229 Deposit withdrawals -223,051,496 -224,555,280 Interest credited to deposit accounts 3,208,919 2,878,032 Proceeds from borrowed money 35,402,000 37,352,000 Repayment of borrowed money -48,629,000 -47,141,000 Net decrease in advance payments by borrowers for taxes and insurance -124,541 -255,995 ----------- ---------- Net cash flows provided by financing activities 3,028,478 -1,184,501 ----------- ---------- Increase (Decrease) in Cash and Cash Equivalents -625,514 -1,022,254 Cash and Cash Equivalents at beginning of period 8,852,236 10,519,464 ----------- ---------- Cash and Cash Equivalents at end of period $8,226,722 $9,497,210 =========== ========== Cash paid during the period for: Interest $3,600,173 $3,838,893 Income taxes 0 1,204 Non cash investing activities: Loans securitized into mortgage-backed securities $0 $0 =========== ========== See notes to consolidated financial statements. 3 6 SUBURBFED FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A - Statement of Information Furnished The accompanying unaudited consolidated financial statements have been prepared in accordance with Form 10-Q instructions and Article 10 of Regulation S-X, and in the opinion of management contains all adjustments (all of which are normal and recurring in nature) necessary to present fairly the financial position as of March 31, 1997, the results of operations for the three months ended March 31, 1997 and 1996 and cash flows for the three months ended March 31, 1997 and 1996. These results have been determined on the basis of generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The attached consolidated statements are those of SuburbFed Financial Corp. (the "Company") and its consolidated subsidiaries Suburban Federal Savings, a Federal Savings Bank (the "Bank"); the Bank's wholly owned subsidiaries, Suburban Mortgage Services, Inc. and South Suburban Securities Corporation; and the wholly owned subsidiary of South Suburban Securities Corporation, Suburban Insurance Resources Agency, Inc. The results of operations for the three month period ended March 31, 1997 is not necessarily indicative of the results to be expected for the full year. Note B - Stock Conversion On September 12, 1991 the Board of Directors of Suburban Federal approved a plan to convert from a federally chartered mutual association to a federally chartered stock savings bank. The stock conversion plan included, as part of the conversion, the concurrent formation of a holding company. The stock offering of the Bank's parent, SuburbFed Financial Corp. (the "Company") was closed on March 3, 1992 with the sale of 891,250 shares at $10.00 per share. The Company purchased all the shares of stock of the Bank for $4,023,750 upon completion of its stock offering. Note C - Earnings Per Share Earnings per share of common stock for the three month periods ended March 31, 1997 and 1996 have been determined by dividing net income for the period by the weighted average number of shares of common stock and common stock equivalents outstanding. Stock options are regarded as common stock equivalents 4 7 and are therefore considered in both the primary and fully diluted earnings per share calculations. Common stock equivalents are computed using the treasury stock method. Note D - Dividend Declaration The Company declared a dividend of $.08 per share, representing its twentieth consecutive quarterly dividend payable April 15, 1997 to shareholders of record April 1, 1997. The dividend, totaling $100,875, has been recorded as of March 31, 1997 as a reduction of retained earnings in the accompanying consolidated statements of financial condition. 5 8 SUBURBFED FINANCIAL CORP. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION During the three month period ended March 31, 1997, total assets of the Company increased by $3.7 million. This increase in assets was primarily funded by $16.4 million of deposit growth offset by $13.2 million of repayment of borrowed money. Mortgage-backed securities declined by $4.6 million while loans receivable grew $8.0 million. The strategy of increasing loan originations, which began in 1995, continued during the first quarter of 1997 and will be pursued for the remainder of the year. The 1997 increase in loans receivable was the result of loan disbursements of $22.2 million offset by repayments of $12.5 million and the sale of $1.7 million of one to four family, fixed rate loans to the Federal National Mortgage Association. Comparable origination and repayment data for the three month period ended March 31,1996 shows disbursements of $31.6 million and repayments of $16.1 million. Mortgage-backed securities ("MBS") held to maturity decreased $3.0 million during the most recent three month period due to repayments. Pursuant to the Company's asset/liability management strategy, the Company's portfolio contains MBS with adjustable interest rates or short effective terms (2 to 5 year average lives). Mortgage-backed securities available for sale decreased $1.6 million during the most recent quarter due to repayments of $1.2 million and a market value adjustment of $356,000. The level of savings deposits is affected primarily by interest rates, the total amount of funds consumers elect to save, and competition for savings from alternative investments in the marketplace. Total savings deposit accounts increased $16.4 million from $309.6 million on December 31, 1996 to $326.0 million on March 31, 1997. The Company experienced a net deposit inflow of $13.2 million for the three month period ended March 31, 1997 (before interest credited), primarily in certificates of deposit due to a promotion. The comparable data for the three month period ended March 31,1996 was an inflow of $6.4 million (before interest credited). Interest credited was $3.2 million and $2.9 million for the three months ended March 31, 1997 and 1996, respectively. 6 9 During 1997, the Company decreased Federal Home Loan Bank advances by $10.0 million and other borrowed money by $3.2 million as funding needs were met with deposit growth. Stockholders' equity increased $515,000 during the three month period ended March 31, 1997 due in part to earnings of $648,000 and $56,000 of proceeds from the sale of treasury stock to fund shares purchased by employees under the Company's 401(K) retirement plan offset by the increase in unrealized losses on securities available for sale of $168,000 and dividends paid of $101,000. LIQUIDITY AND CAPITAL RESOURCES The Company's principal sources of funds are deposits from customers into interest bearing accounts, scheduled monthly repayments and prepayments of principal and interest on loans and mortgage-backed securities, and borrowings. Other potential sources of funds available to the Company include borrowings from the Federal Home Loan Bank of Chicago. While scheduled loan and mortgage-backed security payments are relatively predictable sources of funds, the actual mix and amounts of funds from these sources are directly affected by general interest rates, economic conditions and competition. The primary business activity of the Company, that of making conventional mortgage loans on residential housing, is likewise affected by economic conditions. Current Office of Thrift Supervision regulations require the Bank to maintain cash and eligible investments in an amount equal to at least 5% of customer accounts and short-term borrowings to assure its ability to meet demands for withdrawals and repayment of short-term borrowings. The Bank's average daily liquidity ratio for the three monthly periods ending March 31, 1997 ranged from 5.2% to 5.6%, and it was 5.9% at March 31, 1997. The Bank's daily liquidity ratio at December 31, 1996 was 5.7%. Liquid assets have been maintained at a level above regulatory minimums. The Company uses its capital resources principally to meet its ongoing commitments to fund maturing certificates of deposits and deposit withdrawals, repay borrowings, fund existing and continuing loan commitments, maintain its liquidity and meet operating expenses. As of March 31, 1997, the Company had approximately $14.8 million in outstanding commitments to originate mortgage loans. The Company considers it liquidity and capital resources to be adequate to meet its foreseeable short and long-term needs. The Company expects to be able to fund or refinance, on a timely basis, its material commitments and long-term liabilities. 7 10 On December 7, 1989, new capital standards were imposed on the thrift industry as a result of the Financial Institutions Reform, Recovery and Enforcement Act ( "FIRREA"). Regulatory standards impose the following capital requirements: a risk-based capital standard expressed as a percent of risk-adjusted assets, a leverage ratio of core capital to total adjusted assets, and a tangible capital ratio expressed as a percent of total adjusted assets. As of March 31, 1997, the Bank exceeded all regulatory capital standards. At March 31, 1997, the Bank's tangible capital was $24.0 million or 5.9% of adjusted total assets, which is in excess of the current 1.5% requirement by $17.9 million. In addition, at March 31, 1997, the Bank had core capital of $24.0 million or 5.9% of adjusted total assets, which exceeds the current 3.0% requirement by $11.9 million. The Bank had risk-based capital of $24.7 million at March 31, 1997, or 14.0% of risk-adjusted assets which exceeds the 8.0% risk-based capital requirement by $10.6 million. ANALYSIS OF OPERATIONS Net income for the three month periods ended March 31, 1997 and 1996 were $648,000 and $418,000, respectively, representing a $230,000 increase between the periods. This increase is primarily attributable to an increase in net interest income of $363,000, or 14.8%, resulting from an increase of $44.4 million in average earning assets and an increase of .06% in net interest margin. Net interest margin increased from 2.79% for the three months ended March 31, 1996 to 2.85% for the three months ended March 31, 1997. Interest income on loans and mortgage-backed securities for the three month period ended March 31, 1997 increased $979,000 from the same period in 1996. This increase resulted primarily from the effect of the increase of $42.7 million in average loans and mortgage-backed securities. Interest expense on deposits increased by $351,000 for the three month period ended March 31, 1997 from the prior year level. The additional expense resulted from the increase in the average cost of deposits from 4.43% for the three month period ended March 31, 1996 to 4.51% for the 1996 period plus the increased cost incurred from the increase in average deposit account balances of $26.1 million for the three month period ended March 31, 1997 from the prior year level. Interest expense on borrowed money increased $264,000 for the quarter ended March 31, 1997 from the same period in 1996. This increase is primarily attributable to an increase of $17.5 million in the average outstanding balance of borrowed money for the three month period ended March 31, 1997 as compared to the same period in 1996. 8 11 Management establishes specific reserves for estimated losses on loans when it determines that losses are anticipated on these loans. The Company calculates any allowance for possible loan losses based upon its ongoing evaluation of pertinent factors underlying the types and quality of its loans. These factors include but are not limited to current and anticipated economic conditions, historical loan loss experience, a detailed analysis of individual loans for which full collectability may not be assured, a determination of the existence and realizable value of the underlying collateral, the ability of the borrower to repay and the guarantees securing such loans. Management, as a result of this review process, recorded provisions for loan losses in the amount of $45,000 for the three month period ended March 31, 1997 as compared to $46,000 for the three month period ended March 31, 1996. During the quarter ended March 31,1997, the Company received a final settlement from the bankruptcy trustee for a development loan that had a balance of $498,000. Settlement of this loan has resulted in a $182,000 charge-off which the Company had previously considered in determining the level of loan loss allowance. Recoveries of $145,000 from the settlement of other related lawsuits in connection with this loan have been recorded in prior periods as increases to the loan loss allowance. The Company's remaining nonaccrual loans are mortgages secured by 1 to 4 family properties or consumer loans. The Company's general loan loss reserve balance as of March 31, 1997 was $816,000. The December 31, 1996 general loan loss reserve balance was $967,000. Including the charge-off mentioned above, net charge-offs for the 1997 period were $196,000 as compared to $3,000 in 1996. Total nonperforming assets as of March 31, 1997 were $1,004,000 or 0.25% of total assets. Loan fees and service charges decreased $28,000 due to a decrease in loan disbursements of $9.4 million during the three month period ended March 31, 1997, as compared to the same period in 1996. Deposit-related fees and other income for the three month period ended March 31, 1997 increased $2,000 from the 1996 period primarily as a result of the periodic review and adjustment of deposit fees. Commission income for the three months ended March 31, 1997 from the sale of insurance products and mutual funds increased $6,000, from the comparable 1996 period, as sales volumes increased. Gains on sale of loans and securities were $107,000 for the three month period ended March 31, 1997 as compared to $91,000 for the comparable 1996 period. Total general and administrative expense increased $12,000 during the three month period ended March 31, 1997, primarily as a result of increased staffing costs of $125,000 9 12 consisting primarily of additional employee incentive compensation, offset by a reduction of $113,000 in federal insurance premiums which was the result of legislation enacted in September 1996 to recapitalize the Savings Insurance Fund. The legislation allowed highly rated institutions, such as the Bank, to pay substantially reduced deposit premiums beginning January 1, 1997. The annual premium rate dropped from 23 cents to 6.4 cents per $100 of insured deposits. The provision for income taxes for the three month period ended March 31,1997 increased from the comparable 1996 period due to increased earnings. 10 13 IMPACT OF THE NEW ACCOUNTING STANDARDS ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES. In June 1996, the FASB issued SFAS No. 125 ("SFAS 125"), "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This statement, among other things, applies a "financial-components approach" that focuses on control, whereby an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes assets when control has been surrendered, and derecognizes liabilities when extinguished. SFAS 125 provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. SFAS 125 is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996. The Company has adopted SFAS 125 effective January 1, 1997, resulting in no material impact on its consolidated financial condition or results of operations. ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES. In December 1996, the FASB issued Statement of Financial Accounting Standards No. 127 ("SFAS 127"), "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125". The statement delays for one year the implementation of SFAS 125, as it relates to (1) secured borrowings and collateral, and (2) for the transfers of financial assets that are part of repurchase agreement, dollar-roll, securities lending and similar transactions. The Company has adopted portions of SFAS 125 (those not deferred by SFAS 127) effective January 1, 1997. Adoption of these portions did not have a significant effect on the Company's financial condition or results of operations. Based on its review of SFAS 125, management does not believe that adoption of the portions of SFAS 125 which have been deferred by SFAS 127 will have a material effect on the Company. ACCOUNTING FOR EARNINGS PER SHARE. In February 1997, the FASB issued SFAS No. 128 ("SFAS 128"), "Earnings Per Share". This statement is intended to simplify the computation of earnings per share ("EPS") by replacing the presentation of primary EPS with a presentation of basic EPS. Basic EPS does not include potential dilution and is computed by dividing income available to common stockholders by an average number of common shares outstanding. Diluted EPS reflects the potential dilution of securities that could share in the earnings of a company, similar to the fully diluted EPS currently used. The statement requires dual presentation of basic and diluted EPS by companies with 11 14 complex capital structures. SFAS 128 is effective for financial statements issued for periods ending after December 15, 1997. The Company does not anticipate that this statement will have an impact on its consolidated financial condition or results of operations. The foregoing does not constitute a comprehensive summary of all material changes or developments affecting the manner in which the Company keeps its books and records and performs its financial accounting responsibilities. It is intended only as a summary of some of the recent pronouncements made by the FASB which are of particular interest to financial institutions. Stock Repurchase Program On October 24, 1995, the Company announced that its Board of Directors had authorized a second stock repurchase program which allows the Company to repurchase up to 4.9% (62,925 shares) of the common stock outstanding in open market transactions. As of May 8, 1997, the Company had purchased 43,907 shares. 12 15 SUBURBFED FINANCIAL CORP. PART II OTHER INFORMATION Item 1. Legal Proceedings From time to time, the Bank is a party to legal proceedings in the ordinary course of business, wherein it enforces its security interest. The Company and the Bank are not engaged in any legal proceedings of a material nature at the present time. Item 2. Changes in Securities Not Applicable Item 3. Defaults Upon Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a)(1) Computation of Earnings Per Share (Exhibit 11 filed herewith.) (a)(2) Financial Data Schedule (Exhibit 27 filed herewith.) (b) Not applicable 13 16 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the 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. SUBURBFED FINANCIAL CORP ------------------------ Registrant DATE: May 8, 1997 BY: (s)______________________________ Daniel P. Ryan President and Chief Executive Officer DATE: May 8, 1997 BY: (s)______________________________ Steven E. Stock Senior Vice President Chief Financial and Accounting Officer