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FORM 10-Q -- QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
(As last amended in Rel. No. 34-26589, eff. 4/12/89)
United States Securities and Exchange Commission
FORM 10-Q
(MARK ONE)
[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934.
For the period ended June 30, 2000
--------------------------
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934.
For the transition period from to Commission File
------------ ------------
Number: 0-13655
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Security Banc Corporation
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(Exact name of registrant as specified in its charter)
Ohio 31-1133284
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 South Limestone Street, Springfield, OH 45502
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(Address of principal executive offices) (Zip Code)
(937) 324-6920
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report.)
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.
X Yes No
---- ----
Indicate the number of shares outstanding of each of the registrant's classes of
common stock.
Class Outstanding at July 27, 2000
- ------------------------------ ----------------------------
Common Stock, $1.5625 Par Value 11,839,500
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SECURITY BANC CORPORATION AND SUBSIDIARIES
INDEX
PAGE NO.
Part I - Financial Information
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets
June 30, 2000 and December 31, l999. 3
Consolidated Condensed Statements of Income
for the three (3) months ended June 30, 2000
and June 30, 1999. 4
Consolidated Condensed Statement of Income for the six (6)
months ended June 30, 2000 and June 30, 1999. 5
Consolidated Condensed Statements of Cash 6
Flows for the six (6) months ended June 30,
2000 and June 30, 1999.
Consolidated Condensed Statements of Shareholders Equity for 7
the six (6) months ended June 30, 1999 and June 30, 2000.
Notes to Consolidated Condensed Financial 8
Statements.
Item 2 - Management's Discussion and Analysis of
Condition and Results of Operations 9-13
Part II - Other Information 14
Signature 15
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PART I ITEM 1 - FINANCIAL STATEMENTS
SECURITY BANC CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
June 30 Dec 31
2000 1999
---- ----
(in thousands)
ASSETS
Cash and due from banks $ 31,721 $ 50,216
Federal funds sold 6,340 10,010
------------ ------------
TOTAL CASH AND CASH EQUIVALENT 38,061 60,226
------------ ------------
Interest bearing deposits with other banks 1,620 1,560
Investments (Market Value $211,071 @6-30-00,
$212,411 @ 12-31-99) 212,217 214,303
Loans: Commercial and agricultural 343,597 321,782
Real estate and mortgage 254,787 254,854
Consumer 76,264 76,389
------------ ------------
TOTAL LOANS 674,648 653,025
Less: Allowance for Loan Losses (6,646) (6,964)
------------ ------------
NET LOANS 668,002 646,061
Premises and Equipment 8,875 9,292
Other Assets 45,553 44,969
------------ ------------
TOTAL ASSETS $ 974,328 $ 976,411
============ ============
LIABILITIES
Non-interest bearing deposits $ 124,572 $ 129,127
Interest bearing demand deposits 141,354 134,864
Savings deposits 156,577 156,988
Time deposits, $100,000 and over 55,700 54,794
Other time deposits 238,609 220,773
------------ ------------
TOTAL DEPOSITS 716,812 696,546
Fed funds purchased and securities sold
under agreement to repurchase 27,822 24,011
Federal Home Loan Bank Term Advances 103,537 131,372
Other liabilities 6,227 5,360
------------ ------------
TOTAL LIABILITIES $ 854,398 $ 857,289
============ ============
SHAREHOLDERS'S EQUITY
Common Stock (Par Value $1.5625) $ 19,822 $ 19,800
Shares authorized 18,000,000
Shares issued 12,686,058 - 2000
12,669,832 - 1999
Surplus 22,485 22,302
Retained earnings 95,328 90,084
Accumulated other comprehensive income (5,853) (7,143)
Less: Treasury Stock, 830,058 shares, 2000 (11,852) (5,921)
489,382 shares, 1999
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 119,930 119,122
------------ ------------
TOTAL LIABILITIES &
SHAREHOLDER'S EQUITY $ 974,328 $ 976,411
============ ============
See notes to Consolidated Condensed Financial Statements
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PART 1 ITEM 1 - FINANCIAL STATEMENTS
SECURITY BANC CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(UNAUDITED)
Three Months Ended
June 30 June 30
2000 1999
---- ----
(in thousands except
per share data)
Interest Income $ 18,254 $ 17,155
Interest Expense 7,766 6,729
---------- -----------
NET INTEREST INCOME 10,488 10,426
Provision for loan losses 330 300
---------- -----------
Net interest income after provision for
loan losses 10,158 10,126
OTHER OPERATING INCOME
Trust Income 523 467
Service charges on deposit accounts 784 793
Securities, Gains (Losses) 0 21
Other charges, rents and fees 886 763
---------- -----------
Total other operating income 2,193 2,044
OPERATING EXPENSES
Salaries and employee benefits 2,893 2,884
Equipment and occupancy expense 600 663
Other operating expense 2,219 2,151
---------- -----------
Total operating expense 5,712 5,698
INCOME BEFORE TAXES 6,639 6,472
Income taxes (See Note B) 2,200 2,119
----------- -----------
NET INCOME $ 4,439 $ 4,353
=========== ===========
Basic earnings per share $ .37 $ .36
Diluted earnings per share $ .37 $ .36
Cash dividends per share $ .14 $ .13
Weighted average shares outstanding 11,911,620 12,177,121
See notes to Consolidated Condensed Financial Statements.
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PART 1 ITEM 1 - FINANCIAL STATEMENTS
SECURITY BANC CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF INCOME
(UNAUDITED)
Six Months Ended
June 30 June 30
2000 1998
---- ----
(in thousands except
per share data)
Interest Income $ 36,017 $ 33,783
Interest Expense 15,216 13,225
---------- -----------
NET INTEREST INCOME 20,801 20,558
Provision for loan losses 660 600
---------- -----------
Net interest income after provision for
loan losses 20,141 19,958
OTHER OPERATING INCOME
Trust Income 1,048 938
Service charges on deposit accounts 1,540 1,551
Securities, Gains (Losses) 0 41
Other charges, rents and fees 1,716 1,498
---------- ----------
Total other operating income 4,304 4,028
OPERATING EXPENSES
Salaries and employee benefits 5,871 5,789
Equipment and occupancy expense 1,312 1,333
Other operating expense 4,453 4,367
---------- ----------
Total operating expense 11,636 11,489
INCOME BEFORE TAXES 12,809 12,497
Income taxes (See Note B) 4,222 4,083
----------- -----------
NET INCOME $ 8,587 $ 8,414
=========== ===========
Basic earnings per share $ .72 $ .69
Diluted earnings per share $ .72 $ .69
Cash dividends per share $ .28 $ .26
Weighted average shares outstanding 11,973,226 12,174,143
See notes to Consolidated Condensed Financial Statements.
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Part 1 Item 1 - Financial Statements
SECURITY BANC CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
June 30 June 30
2000 1999
---- ----
(IN THOUSANDS)
Cash Flows from Operating Activities:
Net Income............................................................... $8,587 $8,414
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation..................................................... 595 558
(Gain)/Loss on sale of the following:
Investment Securities available for sale........................ 0 (41)
Other Assets.................................................... 13 (13)
Provision for loan losses......................................... 660 600
Amortization and accretion, net................................... 44 (89)
Amortization of intangibles....................................... 332 335
Change in other operating assets and liabilities, net............. (2,393) (10,205)
------- --------
Total Adjustments....................................... (749) 8,855
------ -------
NET CASH PROVIDED BY OPERATING ACTIVITIES............................................ $7,838 ($ 441)
Cash Flows From Investing Activities:
Net (increase) decrease in interest bearing deposits with other banks.... (60) 1,140
Proceeds from maturities and sales of Investment securities
available for sale................................................ 5,839 15,721
Proceeds from maturities of Investments held to maturity................. 351 1,698
Purchase of:
Investment securities available for sale.......................... (2,192) (81,264)
Investment securities held to maturity............................ 0 (1,425)
Net Increase in loans.................................................... (23,077) (19,383)
Proceeds from sale of other assets....................................... 2,057 10,042
Capital expenditures..................................................... (88) (466)
Purchase of Insurance Policies........................................... (7) (6)
------- --------
NET CASH USED IN INVESTING ACTIVITIES.................................... (17,177) (73,943)
Cash Flows from Financing Activities:
Net increase(decrease) in demand deposits, NOW accounts and
savings accounts.................................................... 1,524 (19,354)
Net increase (decrease) in certificates of deposit....................... 18,742 (13,627)
Net (decrease) increase in short-term borrowed funds.................... (9,024) 10,925
Net (decrease) Increase in other borrowed money.......................... (15,000) 85,000
Net purchase and sale of treasury stock.................................. (5,931) (178)
Dividends paid........................................................... (3,343) (3,165)
Proceeds from exercise of stock options.................................. 206 230
------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES................................ (12,826) 59,831
Net decrease in cash and cash equivalents............................................ (22,165) (14,553)
Cash and cash equivalents at beginning of year....................................... 60,226 55,402
======= ========
Cash and cash equivalents at June 30................................................. $38,061 $40,849
See Notes to Consolidated Financial Statements.
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SECURITY BANC CORPORATION
Consolidated Statements of Changes in Shareholder's Equity (unaudited)
Accumulated
Treasury Other
Common Retained Stock Comprehensive Comprehensive
(dollars in thousands, except per share amounts) Stock Surplus Earnings at Cost Income Income
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1998 $19,768 $22,084 $79,756 ($3,358) ($121)
Net Income 8,414 8,414
Other comprehensive income:
Net unrealized (losses) on securities
available for sale net of income taxes of ($2,449) (4,549) (4,549)
----- -----
Total comprehensive income 3,865
Cash dividends on common shares ($.26 per share) (3,165) =====
Exercise of stock options 28 202
Purchase of Treasury Stock
(178)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT June 30, 1999 19,796 22,286 85,005 (3,536) (4,670)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1999 19,800 22,302 90,084 (5,921) (7,143)
Net Income 8,587 8,587
Other comprehensive income:
Net unrealized gains on securities
available for sale net of income taxes of $695 1,290 1,290
-----
Total comprehensive income 9,877
Cash dividends on Common Shares ($.28 per share) (3,343) =====
Exercise of stock options 22 183
Purchase of treasury stock (5,931)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT June 30, 2000 19,822 22,485 95,328 (11,852) (5,853)
- -----------------------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Condensed Financial Statements.
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SECURITY BANC CORPORATION
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A -- Preparation
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments consisting of normal re-occurring items necessary to
present fairly the financial condition of the company as of June 30, 2000 and
the results of operations and cash flows for the six month periods ended June
30, 2000 and June 30, 1999.
NOTE B - TAXES
The effective tax rate of 33% is lower than the statutory 35% because of
investments made in tax exempt municipal securities. The subsidiaries of
Security Banc Corporation have approximately $25,897,000 invested in tax exempt
municipal securities.
NOTE C - EARNINGS PER COMMON SHARE
The computation of earnings per Common Share is as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------------- --------------------------------
JUNE 30 JUNE 30 JUNE 30 JUNE 30
2000 1999 2000 1999
---------- ---------- ---------- ----------
EARNINGS APPLICABLE TO COMMON SHARE $4,439,000 $4,353,000 $8,587,000 $8,414,000
BASIC EARNNGS PER SHARE
Weighted Average Common Shares Outstanding 11,911,620 12,177,121 11,973,226 12,174,143
Earnings Applicable to Common Shares $4,439,000 $4,353,000 $8,587,000 $8,414,000
Basic Earnings per Share $.37 $.36 $.72 $.69
DILUTED EARNINGS PER SHARE
Weighted Average Common Shares Outstanding 11,911,620 12,177,121 11,973,226 12,174,143
Dilutive Common Stock Options 13,909 60,525 26,659 77,780
Weighted Average Common Shares and Common Shares
Equivalent Outstanding 11,925,529 12,237,646 11,999,885 12,251,923
Earnings Applicable to Common Shares $4,439,000 $4,353,000 $8,587,000 $8,414,000
Diluted Earnings per Share $.37 $.36 $.72 $.69
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SECURITY BANC CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Registrant's financial condition and results of
operations during the periods included in the consolidated financial statements
enclosed with this filing.
From time to time, the Corporation may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, new banking and financial service products and similar matters. The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. In order to comply with the terms of the safe
harbor, Corporation notes that a variety of factors could cause its actual
results and experiences to differ materially from the anticipated results or
other expectations expressed in its forward-looking statements. These risks and
uncertainties include, with limitation, changes in interest rates, developments
in the economies served by the Corporation, changes in anticipated credit
quality trends and changes in accounting, tax or regulatory practices or
requirements.
ECONOMIC OUTLOOK
As the economy moves into the third quarter, it appears to be losing a little
strength. Recently released statistical data is mixed but does show a slight
slowdown beginning to occur. Sales of major items such as automobiles and houses
have softened over the last few months but still remain at acceptable levels.
Consumer spending remains strong despite a decrease in the level of consumer
confidence. Even with the recent dip in consumer confidence, the index is at
historic levels based primarily on the strong job market. Unemployment rates
have remained between 3.9% and 4.1% since October 1999; however, the number of
new jobs created has started to decline below forecasted levels. Industrial
production remains strong with capacity utilization at 82% and the increase in
the GDP is estimated to be near 5%. Overall, the economy remains strong but a
much anticipated slowdown could be occurring.
The Federal Reserve continues to keep inflation as its number one concern. Over
the last year, the Fed has raised rates by 175 basis points; it is uncertain
whether this strategy will stave off inflation without sinking the economy.
Inflation remains in the 3% range, which is low. Indexes that track future
inflation eased in June but are still at levels that indicate inflationary
pressures are present.
Locally there appears to be softening among businesses related to the auto
industry. Overall, businesses remain profitable with declining margins. Labor
shortages continue to be a problem. The growing season for this year's crop is
off to a good start.
RESULTS OF OPERATIONS
Net income was $8,587,000 for the first six months of 2000 compared to
$8,414,000 for the same period of 1999. Basic earnings per share were $.72 for
the first six months, a 4% increase over last year's $.69. Diluted earnings per
share were $.72 for the first six months, a 4% increase over last year's $.69.
Total assets were $974,328,000 at June 30, 2000 compared to 1999's assets of
$948,165,000. For the first six months of 2000, return on average equity was
14.03% and return on average assets was 1.79%.
Interest and fees on loans increased to $28,700,000 for the six months ended
June 30, 2000 compared to $26,813,000 for the six months ending June 30, 1999.
Average loans were $662,149,000 and $626,227,000 at June 30, 2000 and 1999
respectively, a 6% increase.
Income from securities increased to $6,731,000 from $6,324,000 for the six
months ended June 30, 2000 and 1999 respectively. The average outstanding for
securities were $213,666,000 and $210,634,000 at June 30, 2000 and 1999
respectively, a 1% increase.
Interest income from Fed Funds sold and other interest bearing assets decreased
to $586,000 at June 30, 2000 compared to $646,000 for the six months ended June
30, 1999. The average outstanding for Fed Funds and interest bearing deposits
were $18,631,000 and $25,931,000 at June 30, 2000 and 1999 respectively, a 28%
decrease.
Interest bearing liabilities average outstanding at June 30, 2000 were
$719,131,000 compared to $684,603,000 at June 30, 1999. Interest expense
increased to $15,216,000 at June 30, 2000 from $13,225,000 at June 30, 1999 a
15% increase.
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Net interest income on a fully taxable equivalent basis for the first six months
of 2000 was $21,154,000 compared to the $20,912,000 realized in the same period
of 1999.
Market value per share was $18.50 at June 30, 2000 as compared to $34.50 at June
30, 1999. Book value per share was $10.12 at June 30, 2000 and $9.76 at June 30,
1999. The efficiency ratio was 45% and 45% respectively for June 30, 2000 and
June 30, 1999.
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PART 1 ITEM 2 (CONT'D.)
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
For Period Ending June 30
2000 (000's) 1999
---- ----
Balance at beginning of period 6,964 6,883
Charge-offs:
Domestic:
Commercial, financial and agriculture (684) (333)
Real estate -- construction
Real estate - mortgage (79) (0)
Installment loans to individuals (388) (523)
Lease financing 0 0
------ ------
(1,151) (856)
Recoveries:
Domestic:
Commercial, financial and agriculture 14 21
Real estate -- construction 0
Real estate -- mortgage 6 7
Installment loans to individuals 153 126
Lease financing 0 0
------ ------
173 154
Net charge-offs (978) (702)
Other adjustments 0 36
Additions charged to operations 660 600
------ ------
Balance at end of period $6,646 $6,817
Ratio of net charge-offs during the period of average loans
outstanding during the period (.15%) (.11%)
According to FASB No. 114, the allowance for credit losses related to loans that
are identified for evaluation in accordance with Statement 114 is based on
discounted cash flows using the loan's initial effective interest rate or the
fair value of the collateral for certain collateral dependent loans. The
following table presents data concerning loans at risk at the end of each
period. (000s).
June 30, December 31
------- ----------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Non-accrual loans $2,116 $2,162 $2,154 $3,417 $4,123
Accruing loans past due
90 days or more 2,179 2,554 1,371 1,537 1,709
Restructured loans 625 311 322 333 0
Other real estate owned 1,608 1,928 1,531 258 256
Total other operating income was $4,304,000 and $4,028,000 during the first six
months of 2000 and 1999 respectively. Trust income increased 12%. There was a 1%
decrease in service charges on deposits, and a 14% increase in other charges,
rents and fees. Total securities gains for the first six months of 2000 were $0.
Total securities gains for the same period of 1999 were $41,000 or $27,000 after
tax.
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PART 1 ITEM 2 - CONTINUED
SECURITY BANC CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Total operating expenses increased $147,000 during the first six months, 1% over
the similar period of 1999. Salaries, wages and employee benefits increased 1%
over 1999. Equipment and net occupancy expenses during the first six months were
$1,312,000 and $1,333,000 for 2000 and 1999 respectively, which reflects a 2%
decrease. Other operating expenses increased $86,000 compared to 1999.
The Corporation continues to look for opportunities to maximize Other Income and
reduce Other Expense, thus enhancing the efficiency ratio.
MATERIAL CHANGES IN FINANCIAL CONDITION
The material changes (5% or greater) on the consolidated condensed balance
sheets are:
Cash and due from Banks - (decrease of 37%). With Y2K over, the amount
of cash-on-hand has been reduced.
Federal Funds Sold - (increase of 37%). Excess cash on hand not
invested in securities.
Other time deposits (increase of 8%) Due primarily to increase of
$10,680,000 in 182 to 364 day CDs.
Fed funds purchased and securities sold under agreement to repurchase -
(increase of 16%). Due to increase of repurchase agreements.
FHLB Advances (decrease of 21%). $15,000,000 of notes matured first
quarter 2000.
Other liabilities - (increase 16%). Due to accrual for pension and low
income housing ptn.
Treasury stock - (increase 100%). Due to repurchase of common shares
authorized by Board of Directors.
CAPITAL RESOURCES
The table below illustrates the Company's subsidiary banks regulatory capital
ratios at June 30, 2000.
Tier 1 Capital $114,797
Tier 2 Capital 6,646
--------
TOTAL QUALIFYING CAPITAL $121,443
--------
Risk Adjusted Total Assets (including off balance exposures) $668,056
========
Tier 1 Risk-Based Capital Ratio 17.18%
Total Risk-Based Capital Ratio 18.18%
Tier 1 Leverage Ratio 11.75%
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PART 1 ITEM 2 - CONTINUED
INTEREST RATE RISK
INTEREST RATE RISK MANAGEMENT
The Corporation seeks to achieve consistent growth in net interest income and
net income while managing volatility arising from shifts in interest rates.
Interest rate risk management is a dynamic process, encompassing both the
business flows onto the balance sheet and the changing market and business
environment. Interest rate risk by definition is the risk of decreased net
interest income whenever there are movements in market interest rates. Effective
management of interest rate risk begins with loans, investments, and funding
sources.
Measurement and monitoring of interest rate risk is an ongoing process. A key
element in this process is the Corporation's estimation of the amount that net
interest income will change over a twelve to twenty-four month period given a
directional shift in interest rates. The income simulation model used by the
Corporation captures all assets and liabilities, accounting for significant
variables, which are believed to be affected by interest rates. These include
prepayment speeds on real estate mortgages and consumer installment loans,
principal amortization and maturities on other financial instruments. The model
captures interest rate caps/floors or call options, and accounts for changes in
rate relationships, as various rate indices lead or lag changes in market rates.
While these assumptions are inherently uncertain, management utilizes
probabilities and, therefore, believes that the model provides an accurate
estimate of the interest rate risk exposure.
The results of the Corporation's most recent interest sensitivity analysis
indicated that net interest income would be relatively unchanged by a 200 basis
points increase or decrease in rate (assuming the change occurs evenly over the
next year and that corresponding changes in other market rates occur as
forecasted). A positive cumulative gap indicates interest sensitive assets are
maturing at a faster rate than interest sensitive liabilities, therefore, in an
increasing interest rate environment, the net interest income should increase.
Whereas, a negative cumulative gap indicates interest sensitive liabilities are
maturing at a faster rate than interest sensitive assets, therefore, in an
increasing interest rate environment, the net interest income should decrease.
The table discloses the cumulative gap at the twelve month interval for each
affiliate of the Corporation.
CUMULATIVE GAP CUMULATIVE GAP
AFFILIATE 000'S TO TOTAL ASSETS
--------- -------------- ---------------
Security National Bank $27,778 4.39%
Citizens National Bank $ 8,722 5.33%
Third Savings and Loan ($23,764) (12.19%)
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SECURITY BANC CORPORATION
PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings Inapplicable
ITEM 2 Changes in Securities Inapplicable
ITEM 3 Defaults upon Senior Securities Inapplicable
ITEM 4 Submission of Matters to a Vote Inapplicable
of Security Holders
ITEM 5 Other Information Inapplicable
ITEM 6 Exhibits and Reports on Form 8-K
Financial Data Schedule as required under Article 9 of
Regulation S-X
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SECURITY BANC CORPORATION
SIGNATURE
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.
SECURITY BANC CORPORATION
By /s/ Thomas L. Miller
--------------------------
Thomas L. Miller
Vice President/Controller
By /s/ J. William Stapleton
--------------------------
J. William Stapleton
Executive Vice President/CFO
August 11, 2000
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