SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to ________
COMMISSION FILE NUMBER 000-31821
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FINGER LAKES BANCORP, INC.
---------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 16-1594819
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
(Incorporation or organization) Identification Number)
470 EXCHANGE STREET, GENEVA, NEW YORK 14456
- --------------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (315) 789-3838
---------------
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
requirements for the past 90 days. Yes |X| No __
Number of shares of common stock outstanding
as of March 31, 2002
COMMON STOCK, $.01 PAR VALUE 3,173,807
- ---------------------------- ---------
Class Outstanding
-1-
FINGER LAKES BANCORP, INC.
Form 10-Q
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (unaudited):
Consolidated Statements of Financial Condition
at March 31, 2002 and December 31, 2001 3
Consolidated Statements of Income
for the three month periods ended
March 31, 2002 and March 31, 2001 4
Consolidated Statements of Cash Flows
for the three month periods ended
March 31, 2002 and March 31, 2001 5, 6
Consolidated Statements of Changes in Stockholders' Equity
for the three month period ended March 31, 2002 7
Notes to Consolidated Financial Statements 8, 9
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 10 - 12
Item 3 - Quantitative & Qualitative Disclosure about
Market Risk 12, 13
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 14
Item 2 - Changes in Securities and Use of Proceeds 14
Item 3 - Defaults Upon Senior Securities 14
Item 4 - Submission of Matters to a Vote of Security Holders 14
Item 5 - Other Information 14
Item 6 - Exhibits and Reports on Form 8-K 14
Signatures 15
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Item 1 - Financial Statements
FINGER LAKES BANCORP, INC.
--------------------------
Consolidated Statements of Financial Condition
(dollars in thousands, except per share data)
(unaudited)
March 31, December 31,
--------- ------------
2002 2001
--------- -------
Assets
- ------
Cash and due from banks $ 4,880 3,875
Securities available for sale, at fair value 139,903 135,599
Securities held to maturity, fair value
of $1,851 at March 31, 2002 and
$1,855 at December 31, 2001 1,830 1,831
Loans 188,319 181,757
Less allowance for loan losses 1,641 1,534
--------- -------
Net loans 186,678 180,223
Accrued interest receivable 1,924 1,878
Federal Home Loan Bank Stock, at cost 4,065 4,327
Premises and equipment, net 4,085 4,134
Bank owned life insurance 8,548 8,432
Other assets 4,625 3,061
--------- -------
Total assets $ 356,538 343,360
========= =======
Liabilities and Stockholders' Equity
- ------------------------------------
Liabilities:
Deposits $ 247,360 231,720
Advances from Federal Home Loan Bank 70,488 70,627
Other liabilities 3,675 4,262
--------- -------
Total liabilities 321,523 306,609
--------- -------
Stockholders' Equity:
Preferred Stock; $.01 par value; authorized 1,000,000
shares; issued and outstanding-none --- ---
Common Stock, $.01 par value; 5,000,000 shares
authorized; 3,451,257 shares issued 35 35
Additional paid-in capital 20,194 20,167
Retained earnings 20,227 19,779
Treasury stock - at cost; 277,450 and 107,800
shares at March 31, 2002 and December 31,
2001, respectively (3,006) (1,154)
Accumulated other comprehensive loss (506) (66)
Unearned compensation (708) (751)
Unallocated shares of ESOP (1,221) (1,259)
--------- -------
Total stockholders' equity 35,015 36,751
--------- -------
Total liabilities and stockholders' equity $ 356,538 343,360
========= =======
See accompanying notes to consolidated financial statements
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FINGER LAKES BANCORP, INC.
--------------------------
Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
Three Months
Ended March 31,
---------------
2002 2001
------ ------
Interest income:
Loans $3,527 3,543
Securities 2,163 2,367
Other -- 9
------ ----
5,690 5,919
------ ----
Interest expense:
Deposits 1,918 2,779
Borrowings 995 962
------ ----
2,913 3,741
------ ----
Net interest income 2,777 2,178
Provision for loan losses 140 60
------ ----
Net interest income after provision
for loan losses 2,637 2,118
------ ----
Non interest income:
Service charges and other fee
income 423 333
Net gain on sale of securities 98 118
Increase in cash value of bank
owned life insurance 116 76
Net gain on sale of loans 57 12
Other 3 4
------ ----
697 543
------ ----
Non interest expenses:
Salaries and employee benefits 1,219 1,042
Office occupancy and equipment 418 446
Professional fees 136 113
Marketing and advertising 124 69
Data processing 60 59
Other 463 427
------ ----
2,420 2,155
------ ----
Income before income tax expense 914 506
Income tax expense 278 163
------ ----
Net income $ 636 343
====== ====
Net income per common share - basic and
diluted $ 0.21 0.11
====== ====
See accompanying notes to consolidated financial statements.
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FINGER LAKES BANCORP, INC.
--------------------------
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Three Months
Ended March 31,
---------------
2002 2001
-------- --------
Cash flows from operating activities:
Net income $ 636 343
Adjustments to reconcile net income
to net cash provided/(used) by
operating activities:
Depreciation and amortization 196 210
Amortization of fees, discounts
and premiums 102 26
Provision for loan losses 140 60
Net gain on sale of securities available for sale (98) (118)
Net gain on sale of loans (57) (12)
Net gain from sale of real estate owned (11) (6)
Allocation of ESOP 65 31
Amortization of deferred stock compensation 43 --
Increase in cash value of BOLI (116) (77)
Proceeds from sale of loans held for sale 5,831 634
Loans originated for sale (5,666) (516)
(Increase)/decrease in accrued interest receivable (46) 49
Increase in other assets (1,327) (46)
Decrease in other liabilities (587) (532)
-------- --------
Net cash provided by operating activities 895 46
-------- --------
Cash flows from investing activities:
Proceeds from maturities of and principal collected on
securities available for sale 10,142 2,398
Proceeds from sales of securities available for sale 26,075 32,892
Purchases of securities available for sale (41,242) (47,383)
Loans originated and purchased (21,790) (9,691)
Principal collected on loans 15,072 6,439
Purchase of bank owned life insurance -- (3,000)
Proceeds from sale of real estate owned 67 56
Redemption of FHLB stock 612 --
Purchases of FHLB stock (350) (97)
Purchases of premises and equipment, net (147) (52)
-------- --------
Net cash used in investing activities (11,561) (18,438)
-------- --------
(continued)
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FINGER LAKES BANCORP, INC.
--------------------------
Consolidated Statements of Cash Flows, continued
(in thousands)
(unaudited)
Three Months
Ended March 31,
---------------
2002 2001
-------- --------
Cash flows from financing activities:
Net increase in savings, demand and money market
accounts $ 6,553 1,275
Net increase in time deposits 9,087 5,905
Net increase in short term advances from FHLB 200 6,000
Long term advances from FHLB -- 5,123
Repayments of long term advances from FHLB (339) (264)
Purchase of treasury stock (1,852) --
Dividends on common stock (188) (207)
-------- --------
Net cash provided by financing activities 13,461 17,832
-------- --------
Net increase/(decrease) in cash and cash equivalents 1,005 (560)
Cash and cash equivalents at beginning of period 3,875 4,496
-------- --------
Cash and cash equivalents at end of period $ 4,880 3,936
======== ========
Supplemental disclosure of cash flow information: Cash paid during the
period for:
Interest $ 2,889 3,700
Income taxes 53 3
See accompanying notes to consolidated financial statements.
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FINGER LAKES BANCORP, INC.
Consolidated Statement of Changes in Stockholders' Equity
Three months ended March 31, 2002
(dollars in thousands, except per share data)
(unaudited)
Accumulated
Additional Treasury Other Unallocated
Common Paid - in Retained ------- Comprehensive Unearned Shares
Stock Capital Earnings Stock Income Compensation of ESOP Total
------- ------- ------- ------- ------- ------- ------- -------
Balance at December 31, 2001 $ 35 20,167 19,779 (1,154) (66) (751) (1,259) 36,751
Comprehensive income:
Net income -- -- 636 -- -- -- -- 636
Change in net unrealized gains/losses
on securities available for
sale, net of taxes -- -- -- -- (440) -- -- (440)
-------
Total comprehensive income 196
-------
Allocation of shares under ESOP -- 27 -- -- -- -- 38 65
Purchase of treasury shares -- -- -- (1,852) -- -- -- (1,852)
Amortization of deferred stock -- -- -- -- -- 43 -- 43
compensation
Cash dividends declared, $.06 per share (188) -- -- -- -- -- -- (188)
------- ------- ------- ------- ------- ------- ------- -------
Balance at March 31, 2002 $ 35 20,194 20,227 (3,006) (506) (708) (1,221) 35,015
======= ======= ======= ======= ======= ======= ======= =======
See accompanying notes to consolidated financial statements.
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FINGER LAKES BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(1) ORGANIZATION
------------
Finger Lakes Bancorp, Inc. (the Bancorp), through its wholly-owned
subsidiary Savings Bank of the Finger Lakes, FSB (the Bank), provides
financial services to individuals and businesses primarily in the
Finger Lakes region of Upstate New York. The Bancorp and Bank, which
are subject to regulation by certain federal agencies including the
Office of Thrift Supervision (OTS), are referred to herein as the
Company.
(2) BASIS OF PRESENTATION
---------------------
The accompanying unaudited financial statements were prepared in
accordance with instructions for Form 10-Q and, therefore, do not
include information or footnotes necessary for a complete presentation
of financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles. However, in
the opinion of management, all adjustments consisting of only normal
recurring adjustments or accruals which are necessary for a fair
presentation of the financial statements have been made at and for the
three months ended March 31, 2002 and 2001. The results of operations
for the three month period ended March 31, 2002 are not necessarily
indicative of the results which may be expected for an entire fiscal
year or other interim periods.
The unaudited consolidated financial statements should be read in
conjunction with the Company's 2001 Annual Report on Form 10-K. Amounts
in the prior period's consolidated financial statements are
reclassified when necessary to conform to the current period's
presentation. All intercompany accounts and transactions have been
eliminated in consolidation.
(3) NET INCOME PER SHARE
--------------------
Basic net income per common share for the three-month periods ended
March 31, 2002 and 2001 was computed by dividing net income by the
weighted average number of total common shares outstanding during the
period, excluding unallocated ESOP shares and deferred stock
compensation shares. Diluted net income per common share reflects the
effects of incremental common shares (computed using the treasury stock
method) that would be issuable upon exercise of dilutive stock options
and unearned stock compensation.
-8-
The following is a summary of the net income per share calculations (in
thousands, except net income per share):
For the three months
Ended March 31, 2002
--------------------
Basic Diluted
----- -------
Net income $ 636 636
----------- ----------
Weighted average shares 3,014 3,014
Common stock equivalents --- 79
----------- ----------
Total weighted average shares 3,014 3,093
=========== ==========
Net income per share $ 0.21 0.21
=========== ==========
For the three months
Ended March 31, 2001
--------------------
Basic Diluted
----- -------
Net income $ 343 343
----------- ----------
Weighted average shares 3,241 3,241
Common stock equivalents --- 4
----------- ----------
Total weighted average shares 3,241 3,245
=========== ==========
Net income per share $ 0.11 0.11
=========== ==========
(4) DIVIDENDS
---------
The Company declared a regular cash dividend of $.06 per share for the
quarter ended March 31, 2002 on April 23, 2002, payable May 21, 2002 to
stockholders of record May 7, 2002.
(5) RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and
Other Intangible Assets. SFAS No. 141 requires that the purchase method
of accounting be used for all business combinations initiated after
June 30, 2001. SFAS No. 141 also specifies criteria intangible assets
acquired in a purchase method business combination must meet to be
recognized and reported apart from goodwill. SFAS No. 142 requires
acquired intangible assets (other than goodwill) to be amortized over
their useful economic life, while goodwill and any acquired intangible
assets with an indefinite useful economic life would not be amortized,
but would be reviewed for impairment on an annual basis based on
guidelines specified SFAS No. 142.
The adoption of SFAS Nos. 141 and 142 did not materially affect the
Company's financial condition and results of operations. The Company
adopted SFAS No. 141 on July 1, 2001 and SFAS No. 142 on January 1,
2002.
-9-
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2002 AND DECEMBER 31, 2001
- -------------------------------------------------------------------------
Total assets as of March 31, 2002 were $356.5 million, an increase of $13.2
million or 3.8% from December 31, 2001. The increase was due primarily to a $6.6
million or 3.6% increase in total loans, and an increase of $4.3 million or 3.2%
in securities available for sale. With continued emphasis on complementing our
traditional mortgage lending with increased commercial lending, commercial real
estate and business loans increased by $6.6 million, residential mortgage loans
decreased by $2.1 million, home equity loans increased by $1.4 million, and
other consumer loans increased by $649,000. The increase in securities available
for sale is a result of purchases of $41.2 million, partially offset by
amortizations and prepayments of $10.1 million and sales of $26.1 million. Net
unrealized losses on securities available for sale amounted to $506,000, net of
deferred taxes, representing an after-tax net decrease of $440,000 in the market
value of securities available for sale since year end as interest rates
increased by approximately 50 basis points.
The growth in assets during the first three months of 2002 was funded by a $15.6
million or 6.7% increase in total deposits. Savings deposits increased by $3.0
million or 5.0% and demand deposits increased $3.6 million or 12.4%, while
certificate of deposits increased $9.1 million or 6.3%. Advances from the
Federal Home Loan Bank of New York ("FHLB") remained flat at $70.5 million, as
compared to $70.6 million at year end.
Stockholders' equity totaled $35.0 million as of March 31, 2002, a decrease of
$1.7 million or 4.7% from December 31, 2001. The decrease in stockholders'
equity resulted from net income of $636,000, a decrease of $440,000 in the
market value of securities available for sale, net of related deferred income
taxes, dividend distributions of $188,000, and treasury share purchases in the
amount of $1.9 million, at an average cost of $10.91.
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND
2001
GENERAL
Net income for the quarter ended March 31, 2002 amounted to $636,000 or $0.21
per share, compared to net income of $343,000, or $0.11 per share for the
quarter ended March 31, 2001. The increase in net income is primarily
attributable to an increase of $599,000 in net interest income, as well as an
increase in noninterest income of $154,000. This was partially offset by an
increase of $265,000 in noninterest expenses, an increase in provision for loan
losses of $80,000, and an increase of $115,000 in income tax expense.
NET INTEREST INCOME
Net interest income is determined by our interest rate spread (i.e., the
difference between yields earned on our interest-earning assets and rates paid
on our interest-bearing liabilities) and the relative amounts of our
interest-earning assets and interest-bearing liabilities. Net interest income
amounted to $2.8 million for the three month period ended March 31, 2002, an
increase of $599,000 from the same period last year. The average interest rate
spread for the three-month period ended March 31, 2002 was 3.18% versus 2.39%
during the same period in 2001. The average yield on interest-earning assets
decreased 53 basis points from 7.53% to 7.00%, while the average cost of
interest-bearing liabilities decreased 132 basis points from 5.14% to 3.82%.
INTEREST INCOME
Total interest income for the three-month period ended March 31, 2002 amounted
to $5.7 million, a decrease of $229,000 from the same period in 2001. The
average yield on earning assets decreased to
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7.00% during the three months ended March 31, 2002 compared to 7.53% in the same
period of 2001. Interest income on loans for the three months ended March 31,
2002 amounted to $3.5 million, relatively flat from the same period in 2001.
Total loans increased by $9.6 million to an average of $184.3 million for the
three months ended March 31, 2002, offset by a decrease in the average yield to
7.76% from 8.23% during the same period last year. Interest income on securities
for the three months ended March 31, 2002 amounted to $2.2 million, down from
$2.4 million from the same period last year. Changes in interest income on
securities consisted of an increase in the average outstanding securities
balance (at amortized cost) of $1.6 million to $145.2 million, offset by a
decrease in the yield on the portfolio, as the average yield decreased 64 basis
points to 6.04%.
INTEREST EXPENSE
Total interest expense for the three months ended March 31, 2002 was $2.9
million, a decrease of $828,000 from the same period in 2001. During the first
quarter of 2002, interest expense on deposits amounted to $1.9 million while
interest expense on borrowed funds amounted to $1.0 million. Interest expense on
deposits decreased $861,000 or 31.0% as average deposits increased $6.0 million
to $236.7 million, while the average cost of deposits decreased 160 basis points
to 3.29%. The average cost of borrowings decreased 53 basis points to 5.54% from
6.07% a year ago, while the average outstanding borrowings increased $8.5
million to $72.9 million.
PROVISION FOR LOAN LOSSES
The provision for loan losses amounted to $140,000 for the three months ended
March 31, 2002, an increase of $80,000 from the same period last year.
Management reviews the adequacy of the allowance for loan losses quarterly
through an asset classification and review process and an analysis of the level
of loan delinquencies and general market and economic conditions. The allowance
for loan losses amounted to $1.6 million as of March 31, 2002 or 0.87% of total
loans outstanding and 391% of non-performing loans. Non-performing loans
increased from $362,000 as of December 31, 2001 to $420,000 as of March 31,
2002. This increase primarily relates a general increase in consumer loan
delinquencies. The ratio of non-performing assets to total assets was 0.14% at
March 31, 2002 as compared to 0.20% at December 31, 2001. Net charge-offs during
the first quarter of 2002 were $33,000 or 0.02% of total average loans
outstanding, as compared to $18,000 or 0.01% of total average loans outstanding
for the same period last year.
NONINTEREST INCOME
Noninterest income, consisting primarily of service charges on deposit accounts,
loan servicing fees, income from the sale of annuities and mutual funds,
increases in the value of bank owned life insurance, and gains and losses on
loans and securities sold, was $697,000 for the three months ended March 31,
2002, an increase of $154,000 or 28.4% compared to the first quarter of 2001.
Service charges and other fee income was $423,000 for the three months ended
March 31, 2002, an increase of $90,000 over the same period in 2001. This
improvement is primarily attributable to an increase of $58,000 in service
charges on deposit accounts and $50,000 in loan prepayment penalties. An
increase of $45,000 in net gains from the sale of loans reflects higher volumes
of loan sales, as loan sales in the first quarter of 2002 were $5.8 million as
compared to $516,000 for the same period last year. Other noninterest income was
$119,000 for the three months ended March 31, 2002 as compared to $80,000 during
the same period last year. This increase is attributable to an increase of
$39,000 in income from bank owned life insurance, as the Company purchased
additional insurance in March 2001.
NONINTEREST EXPENSE
Noninterest expense amounted to $2.4 million for the three months ended March
31, 2002, an increase of $265,000 or 12.3% from the same period last year. An
increase of $177,000 in salaries and employee benefits expense was primarily the
result of annual salary increases and the cost of stock-based benefit plans. A
decrease of $28,000 in office occupancy and equipment expense was primarily the
result of lower depreciation expense, due to a fully depreciated branch and
related equipment in our Ithaca market. Professional fees increased $23,000 or
20.4% from the same period last year, due primarily to increases
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in legal and accounting fees. Marketing expenses increased $55,000 during the
first quarter of 2002 to $124,000, primarily due to expenses relating to a
certificate of deposit promotion targeted at longer term maturies, as well as a
renewed home equity loan campaign. Other noninterest expense, which in part
includes postage, office supplies, telephone charges, director's fees,
insurance, and third party check processing, increased $36,000 or 8.4% from the
same period last year.
INCOME TAXES
Income tax expense for the three months ended March 31, 2002 was $278,000 on
income before tax of $914,000, reflecting an effective tax rate of 30.4%. For
the same period in 2001, the effective rate was 32.2%. The decrease in our
effective tax rate is the result of our purchase of bank owned life insurance,
which is a tax-advantaged means of financing employee benefits, the formation of
a real estate investment trust in September 2001, as well as our investment in
municipal bonds, which totaled $2.8 million at March 31, 2002.
ITEM 3 - QUANTITATIVE & QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market risk is the risk of loss from adverse changes in market prices and
interest rates. The Company's market risk arises primarily from interest rate
risk inherent in its lending and deposit taking activities. Although the Company
manages other risks, as in credit and liquidity risk, in the normal course of
its business, management considers interest rate risk to be its most significant
market risk and could potentially have the largest material effect on the
Company's financial condition and results of operations. The Company does not
currently have a trading portfolio nor does it use derivatives to manage market
and interest rate risk.
The Company's interest rate risk management is the responsibility of the
Asset/Liability Management Committee (ALCO), which reports to the Board of
Directors. The committee, comprised of senior management, has developed policies
to measure, manage, and monitor interest rate risk. Interest rate risk arises
from a variety of factors, including differences in the timing between the
contractual maturity or repricing of the Company's assets and liabilities. For
example, the Company's net interest income is affected by changes in the level
of market interest rates as the repricing characteristics of its loans and other
assets do not necessarily match those of its deposits, borrowings and capital.
The OTS requires the Company to measure interest rate risk by computing
estimated changes in the net portfolio value ("NPV") of cash flows from assets,
liabilities and off-balance sheet items in the event of a range of assumed
changes in market interest rates. These computations estimate the effect on NPV
of sudden and sustained 100 to 300 basis point increases and decreases in market
interest rates. The Company's board of directors has adopted an interest rate
risk policy which establishes minimum NPV ratios (i.e. the ratio of NPV to the
present value of assets) in the event of 100, 200 and 300 basis point increases
and decreases in market interest rates. The following table sets forth certain
calculations, based on information provided to the Company by the OTS, with
respect to the sensitivity of NPV to changes in market interest rates at
December 31, 2001 (date of latest available data):
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ESTIMATED NET PORTFOLIO VALUE NPV AS % OF PV OF ASSETS
BASIS POINT ----------------------------- ------------------------
CHANGE BASIS POINTS
IN RATES $ AMOUNT $ CHANGE % CHANGE NPV RATIO CHANGE
-------- -------- -------- --------- ------
(Dollars in Thousands)
+300 $ 16,156 (20,726) (56)% 4.95% (542)bp
+200 22,981 (13,901) (38) 6.85 (352)bp
+100 30,435 (6,447) (17) 8.80 (157)bp
- 36,882 - - 10.37 -
-100 39,313 2,431 7 10.87 50 bp
As shown by the table, increases in interest rates are estimated to
significantly decrease our NPV, while a decrease of 100 basis points in interest
rates is estimated to result in a much smaller net change in our NPV. The table
suggests that in the event of a 200 basis point increase in interest rates, we
would experience a decrease in NPV as a percentage of assets to 6.85% from
10.37%. Net portfolio values in a falling rate environment of 200 and 300 basis
points or more have not been calculated, due to the current interest rate
environment of historically low rates.
The Board of Directors is responsible for reviewing asset liability management
policies. On at least a quarterly basis, the Board reviews interest rate risk
and trends, as well as liquidity and capital ratios and requirements. Management
is responsible for administering the policies and determinations of the Board of
Directors with respect to our asset and liability goals and strategies.
-13-
PART II: OTHER INFORMATION
Item 1 Legal Proceedings
-----------------
None
Item 2 Changes in Securities and Use of Proceeds
-----------------------------------------
None
Item 3 Defaults Upon Senior Securities
-------------------------------
None
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) See Index to Exhibits
(b) Reports on Form 8-K
None
-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.
Date: May 13, 2002 By: /s/G. Thomas Bowers
-------------------
G. Thomas Bowers
Chairman, President and Chief
Executive Officer
Date: May 13, 2002 By: /s/Terry L. Hammond
-------------------
Terry L. Hammond
Executive Vice President and
Chief Financial Officer
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