1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 28, 1996 Commission File No. 0-11917 THE DAVEY TREE EXPERT COMPANY (Exact name of Registrant as specified in its charter) OHIO 34-0176110 (State of Incorporation) (IRS Employer Identification No.) 1500 North Mantua Street P. O. Box 5193 Kent, OH 44240-5193 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (330) 673-9511 Number of Common Shares Outstanding as of November 11, 1996: 4,499,306 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 and (2) has been subject to such filing requirements for the past ninety (90) days. YES X NO --- --- 2 THE DAVEY TREE EXPERT COMPANY INDEX ----- Page No. -------- PART I: FINANCIAL INFORMATION Item 1: Financial Statements Consolidated Balance Sheets - Periods Ended September 28, 1996, September 30, 1995 and December 31, 1995 3 Consolidated Statements of Net Earnings - Three Months Ended September 28, 1996 and September 30, 1995 4 Consolidated Statements of Net Earnings - Nine Months Ended September 28, 1996 and September 30, 1995 5 Consolidated Statements of Cash Flows - Nine Months Ended September 28, 1996 and September 30, 1995 6 Notes to Consolidated Financial Statements 7 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II: OTHER INFORMATION Item 4: Submission of Matters to a Vote of Security Holders 13 Item 6: Exhibits and Reports on Form 8-K 13 2 3 THE DAVEY TREE EXPERT COMPANY CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) SEPT. 28, SEPT. 30, DEC. 31, 1996 1995 1995 ------------ ------------ --------- ASSETS (UNAUDITED) - ------ ---------------------------- CURRENT ASSETS Cash and Cash Equivalents $ 278 $ 664 $ 1,470 Accounts Receivable 46,864 38,100 34,622 Operating Supplies 2,526 2,106 2,136 Prepaid Expenses & Other Assets 2,214 2,411 2,082 Deferred Income Taxes 2,635 1,738 2,697 ------------ ------------ ------------ Total Current Assets 54,517 45,019 43,007 PROPERTY AND EQUIPMENT: Land and Land Improvements 6,208 6,271 6,446 Buildings and Leasehold Improvements 17,207 16,706 15,956 Equipment 145,976 136,930 139,711 ------------ ------------ ------------ 169,391 159,907 162,113 Less Accumulated Depreciation 112,455 105,632 107,977 ------------ ------------ ------------ Net Property and Equipment 56,936 54,275 54,136 OTHER ASSETS AND INTANGIBLES 6,899 6,974 7,309 ------------ ------------ ------------ TOTAL ASSETS $ 118,352 $ 106,268 $ 104,452 ============ ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES Accounts Payable $ 11,273 $ 9,953 $ 10,227 Accrued Liabilities 17,294 15,541 13,935 Income Taxes Payable 1,052 1,708 3,171 Notes Payable, Bank 1,160 74 400 Current Maturities of Long-Term Debt 10,695 4,749 2,781 ------------ ------------ ------------ Total Current Liabilities 41,474 32,025 30,514 LONG-TERM DEBT 14,982 19,599 17,049 DEFERRED INCOME TAXES 3,122 3,456 3,182 INSURANCE LIABILITIES 6,473 5,942 6,380 OTHER LIABILITIES 739 1,137 797 ------------ ------------ ------------ TOTAL LIABILITIES 66,790 62,159 57,922 ============ ============ ============ SHAREHOLDERS' EQUITY Preferred Shares - No Par Value - - - - - - Authorized 4,000,000 Shares; None Issued Common Shares - $1.00 Par Value; Authorized 12,000,000 Shares; Issued 8,728,440 Shares at September 28, 1996, September 30, 1995 and December 31, 1995 8,728 8,728 8,728 Additional Paid-in Capital 3,643 3,343 3,472 Retained Earnings 74,086 65,481 67,922 ------------ ------------ ------------ 86,457 77,552 80,122 LESS: Treasury Shares at cost: 4,208,326 Shares at September 28, 1996; 4,111,942 Shares at September 30, 1995; and 4,104,976 Shares at December 31, 1995 (34,855) (33,014) (33,198) Subscriptions Receivable from Employees (16) (308) (297) Future Contributions to ESOT (24) (121) (97) ------------ ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 51,562 44,109 46,530 ------------ ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 118,352 $ 106,268 $ 104,452 ============ ============ ============ See Notes to Consolidated Financial Statements 3 4 THE DAVEY TREE EXPERT COMPANY CONSOLIDATED STATEMENTS OF NET EARNINGS THREE MONTHS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) (UNAUDITED) SEPTEMBER 28, 1996 SEPTEMBER 30, 1995 ------------------------------- ------------------------------- REVENUES $ 70,337 100.0% $ 61,972 100.0% ------------- ----------- -------------- ----------- COSTS AND EXPENSES Operating 47,604 67.7 42,391 68.4 Selling 9,290 13.2 8,188 13.2 General and Administrative 4,148 5.9 3,477 5.6 Depreciation and Amortization 3,736 5.3 3,428 5.6 ------------- ----------- -------------- ----------- TOTAL COSTS AND EXPENSES 64,778 92.1 57,484 92.8 ------------- ----------- -------------- ----------- EARNINGS FROM OPERATIONS 5,559 7.9 4,488 7.2 INTEREST EXPENSE (558) (0.8) (634) (1.0) OTHER EXPENSE - NET (18) (24) -------------- ----------- -------------- ----------- EARNINGS BEFORE INCOME TAXES 4,983 7.1 3,830 6.2 INCOME TAXES 1,957 2.8 1,570 2.5 ------------- ----------- -------------- ----------- NET EARNINGS $ 3,026 4.3% $ 2,260 3.7% ============= =========== ============== =========== NET EARNINGS PER COMMON SHARE $ 0.53 $ 0.46 ============= ============== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, INCLUDING COMMON STOCK EQUIVALENTS 5,686,992 4,869,440 ============= ============== See Notes to Consolidated Financial Statements 4 5 THE DAVEY TREE EXPERT COMPANY CONSOLIDATED STATEMENTS OF NET EARNINGS NINE MONTHS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) (UNAUDITED) SEPTEMBER 28, 1996 SEPTEMBER 30, 1995 ------------------------------- ------------------------------- REVENUES $ 204,629 100.0% $ 169,631 100.0% ------------- ----------- -------------- ----------- COSTS AND EXPENSES Operating 141,932 69.3 119,353 70.4 Selling 26,113 12.8 22,113 13.0 General and Administrative 12,654 6.2 10,829 6.4 Depreciation and Amortization 10,767 5.3 9,742 5.8 ------------- ----------- -------------- ----------- TOTAL COSTS AND EXPENSES 191,466 93.6 162,037 95.6 ------------- ----------- -------------- ----------- EARNINGS FROM OPERATIONS 13,163 6.4 7,594 4.4 INTEREST EXPENSE (1,638) (0.8) (1,866) (1.1) OTHER INCOME/(EXPENSE) - NET 134 0.1 (65) ------------- ----------- -------------- ----------- EARNINGS BEFORE INCOME TAXES 11,659 5.7 5,663 3.3 INCOME TAXES 4,582 2.2 2,322 1.4 ------------- ----------- -------------- ----------- EARNINGS FROM CONTINUING OPERATIONS 7,077 3.5 3,341` 1.9 DISCONTINUED OPERATIONS - NET 236 0.1 ------------- ----------- -------------- ----------- NET EARNINGS $ 7,077 3.5% $ 3,577 2.0% ============= =========== ============== =========== NET EARNINGS PER COMMON SHARE FROM CONTINUING OPERATIONS $ 1.39 $ 0.68 ============= ============== NET EARNINGS PER COMMON SHARE $ 1.39 $ 0.73 ============= ============== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, INCLUDING COMMON STOCK EQUIVALENTS 5,074,630 4,894,092 ============= ============== See Notes to Consolidated Financial Statements 5 6 THE DAVEY TREE EXPERT COMPANY CONSOLIDATED STATEMENT OF CASH FLOWS FOR NINE MONTHS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995 (DOLLARS IN THOUSANDS) (UNAUDITED) SEPTEMBER 28, SEPTEMBER 30, 1996 1995 --------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Earnings $ 7,077 $ 3,577 Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities: Depreciation 10,473 9,418 Amortization 294 324 Deferred Income Taxes 2 359 Other (153) (168) ---------------- ---------------- 17,693 13,510 Change in Operating Assets and Liabilities: Accounts Receivable (12,242) (10,087) Other Assets (172) 1,751 Accounts Payable and Accrued Liabilities 4,405 5,442 Insurance Liabilities 93 892 Other Liabilities (2,177) 1,022 --------------- --------------- Net Cash Provided by Operating Activities 7,600 12,530 --------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from Sales of Property and Equipment 900 701 Acquisitions (820) (395) Proceeds from Sale of Business 1,300 Capital Expenditures: Land and Buildings (624) (501) Equipment (12,720) (9,278) --------------- --------------- Net Cash Used In Investing Activities (13,264) (8,173) ---------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES ESOT Payment of Debt Guaranteed by the Company 73 72 Net Borrowings (Payments) Under Notes Payable, Bank 760 (25) Principal Payments of Long-Term Debt (2,135) (3,261) Proceeds from Issuance of Long-Term Debt 7,982 2,641 Sales of Treasury Shares 603 847 Receipts from Stock Subscriptions 281 298 Dividends Paid (1,003) (969) Repurchase of Common Shares (2,089) (4,269) --------------- --------------- Net Cash Provided By/(Used In) Financing Activities 4,472 (4,666) --------------- ---------------- NET CHANGE IN CASH AND EQUIVALENTS (1,192) (309) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1,470 973 --------------- --------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 278 $ 664 =============== =============== See Notes to Consolidated Financial Statements 6 7 THE DAVEY TREE EXPERT COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ NINE MONTHS ENDED SEPTEMBER 28, 1996 UNAUDITED --------- NOTE 1 - BASIS OF PRESENTATION - ------------------------------ The accompanying unaudited Consolidated Financial Statements as of September 28, 1996 and September 30, 1995 and for the periods then ended have been prepared in accordance with the instructions to Form 10-Q, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. It is management's opinion that all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Reclassifications have been made to the prior-year financial statements to conform to the current year presentation. The net earnings per common share from continuing operations and the net earnings per common share were calculated by using the weighted average number of common shares outstanding, including common stock equivalents, during the period. NOTE 2 - RESULTS OF OPERATIONS - ------------------------------ Due to the seasonal nature of some of the Company's services, the results of operations for the periods ended September 28, 1996 and September 30, 1995 are not necessarily indicative of the results to be expected for the full year. NOTE 3 - DIVIDENDS - ------------------ On September 10, 1996, the Registrant paid a $.075 per share dividend to all shareholders of record at September 1, 1996. This compares to a $.07 per share dividend paid in the third quarter of 1995. For the nine months ended September 28, 1996, the Registrant paid cumulative dividends of $.22 per share to all shareholders of record. This compared to a $.205 cumulative per share dividend paid the first nine months of 1995. NOTE 4 - STOCK SPLIT - -------------------- On September 27, 1996, the Registrant's board of directors declared a 2 for 1 stock split in the form of a 100% stock dividend. The additional shares as a result of the dividend will be distributed on or after October 10, 1996 to shareholders of record as of October 1, 1996. Common shares issued, treasury shares, per common share amounts and price per common share have been restated for all periods presented to give retroactive effect to the stock split. 7 8 NOTE 5 - ACCRUED LIABILITIES - ---------------------------- Accrued liabilities consisted of: SEPT. 28, SEPT. 30, DEC. 31, 1996 1995 1995 ------------- ------------- --------- (DOLLARS IN THOUSANDS) Compensation $ 5,931 $ 5,543 $ 3,521 Vacation 2,094 1,739 1,658 Insurance Liabilities 6,551 5,848 7,082 Taxes, other than taxes on income 1,136 974 915 Other 1,582 1,437 759 ------------ ------------ ------------ $ 17,294 $ 15,541 $ 13,935 ============ ============ ============ NOTE 6 - LONG-TERM DEBT - ----------------------- Long-term debt consisted of: SEPT. 28, SEPT. 30, DEC. 31, 1996 1995 1995 ------------- ------------- --------- (DOLLARS IN THOUSANDS) Revolving Credit Agreement: Prime rate borrowings $ 1,900 $ 3,300 $ 2,900 London Interbank Offered Rate (LIBOR) borrowings 15,000 9,500 6,000 Term note agreement 7,800 10,200 9,600 Notes payable ------------- ------------- ------------- 24,700 23,000 18,500 Long-term debt of ESOT 48 121 97 Subordinated notes - stock redemption 515 673 673 Term loans and others 414 554 560 ------------- ------------- ------------- 25,677 24,348 19,830 Less current maturities 10,695 4,749 2,781 ------------- ------------- ------------- $ 14,982 $ 19,599 $ 17,049 ============= ============= ============= NOTE 7 - ACQUISITIONS - --------------------- In the first quarter of 1996, the Registrant acquired the assets of two organizations which provide horticultural services for a total purchase price of $820,000, and accounted for each transaction as a purchase. Their results of operations, which were not material, have been included in the accompanying financial statements from their respective acquisition dates. Goodwill and other intangibles recognized in connection with these purchases are being amortized over three to fifteen years. 8 9 NOTE 8 - DISCONTINUED OPERATION - ------------------------------- In March, 1995 the Company sold substantially all of the operating assets, excluding real estate, of its interior plant care business. Amounts related to the discontinued operation and recognized in the financial statements are as follows: SEPT. 28 SEPT. 30 1996 1995 ----------- -------- (DOLLARS IN THOUSANDS) Revenue $ 555 ----------- Loss from discontinued operation, net of applicable income tax benefits of $116,000 in 1995. (168) Gain on sale of assets, less applicable income taxes of $280,000 404 ----------- Discontinued operation, net $ 236 ----------- Remaining assets and liabilities: Real estate and receivable, net $ 424 $ 461 ----------- ----------- Accounts payable, accrued liabilities and long-term debt $ 73 $ 389 ----------- ----------- NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION - ------------------------------------------- Cash payments for income taxes for the periods amounted to $6,699,000 and $1,725,000 in 1996 and 1995, respectively. Cash payments for interest for the periods amounted to $1,713,000 and $1,775,000 in 1996 and 1995, respectively. 9 10 THE DAVEY TREE EXPERT COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ----------------------------------------------------------- AND RESULTS OF OPERATIONS ------------------------- PERIODS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995 LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Despite substantially higher net earnings for the first nine months of 1996, operating activities provided only $7,600,000 in cash, $4,930,000 less than the $12,530,000 generated in 1995. The reduction was primarily attributable to increases in accounts receivable and other assets, a smaller increase in accounts payable and accrued liabilities, and a decrease in other liabilities. Net earnings of $7,077,000 for the first nine months of 1996 were $3,500,000 higher than the $3,577,000 generated last year, due to improved operating earnings in most of the Registrant's service lines. The improved earnings were partially due to additional Utility and Consulting services work with a major western U.S. customer; this work, obtained during the fourth quarter of 1995, was substantially complete by the end of the second quarter, although some of it was extended and will continue through the end of 1996. Also, the Registrant's Residential and Commercial service revenues continue to be favorably influenced by heightened sales efforts, as well as a generally improved economy. Third quarter revenues in particular benefited from additional work obtained as a result of the storm damage caused by Hurricane Fran in September. Notwithstanding the substantial completion of the additional work noted above, the Registrant expects that revenues and earnings will be higher than in 1995. Accounts receivable increased $12,242,000 or $2,155,000 more than the $10,087,000 increase in 1995. The net increase was primarily attributable to work in process related to certain contracts with one of the Registrant's Utility customers, and to a lesser extent higher Residential and Commercial revenues. Similarly, accounts receivable days outstanding of 60.0 days have increased 5.3 days compared to last year at this time, and are 6.2 days higher than December 31, 1995. With respect to the work in process, the Registrant anticipates this contract will continue to adversely affect days outstanding as it calls for billings in six month intervals. Accordingly, while the Registrant continues to work to reduce average days outstanding, it is not concerned as to the overall collectability of accounts. Other assets increased $172,000, a change of $1,923,000 when compared to the $1,751,000 provided in 1995. The change was primarily due to an increase in operating supplies to support the Registrant's expanded Utility and Residential services, along with a reduction in deposits required by the Registrant's casualty insurance carrier in 1995. Accounts payable and accrued liabilities provided $4,405,000 in cash, $1,037,000 less than that provided in 1995. This decrease was primarily the result of a reduction in the current portion of self insurance liabilities due to generally improved claims experience as well as further stabilization in the level of estimated ultimate costs associated with a more mature program. Other liabilities used $2,177,000 in cash during the first nine months of 1996, an increase of $3,199,000 when compared to the $1,022,000 provided last year. The change was attributable to an acceleration of estimated income tax payments in the current year, the result of substantially higher earnings. Investing activities used $13,264,000 in cash, $5,091,000 more than the $8,173,000 used in 1995. The increase was a function of higher capital expenditures in the current year, and proceeds received in 1995 pertaining to the sale of certain Interior plant care assets (See Note #8 on page 9 of the Financial Statements on this Form 10-Q). The increase in capital expenditures is consistent with the Registrant's 1996 budget of $16,400,000, which is necessary to expand services, maintain equipment on existing operations, and provide for the ongoing expansion of its branch office facilities. In the current year, financing activities provided $4,472,000, an increase of $9,138,000 when compared to the $4,666,000 used in the prior year. The increase was mainly attributable to borrowings under the 10 11 Registrant's revolving credit agreement , necessitated primarily by the increase in accounts receivable and capital expenditures. Also, the Registrant's current year repurchase of its common shares declined substantially when compared to last year, due largely to a significant repurchase in 1995 of shares held by a former vice president. At September 28, 1996, the Registrant's principal source of liquidity consisted of $278,000 in cash and cash equivalents; short-term lines of credit and amounts available to be borrowed from banks via notes payable totaling $3,904,000 of which $1,160,000 had been drawn; and a credit agreement in the amount of $35,000,000, of which $16,900,000 had been drawn and $6,126,000 was considered drawn to cover outstanding standby letters of credit. Including the outstanding balance on the term note agreement of $7,800,000, the Registrant's credit facilities totaled $46,704,000. The Registrant believes its available credit will exceed credit requirements, and that its liquidity is adequate. RESULTS OF OPERATIONS - --------------------- For the first nine months of 1996, revenues increased more than 20% to $204,629,000 when compared to the same period in 1995. For the quarter, the Registrant recognized revenues of $70,337,000, an increase of $8,365,000 or 13.5% when compared to last year. As mentioned previously, higher revenues in most of the Registrant's service lines and favorable economic conditions contributed to the increases; also, third quarter revenues were favorably influenced by the additional work obtained as a result of storm damage caused by Hurricane Fran in North Carolina. Operating costs for the year increased $22,579,000 to $141,932,000, but as a percentage of revenues they decreased 1.1% to 69.3%. In the quarter, these costs were $47,604,000, $5,213,000 higher than in 1995, but as a percentage of revenues they declined .7% to 67.7%. The percentage improvement for the year and quarter continues to reflect the positive influence of higher Residential, Commercial and Consulting service revenues. The current year increase in Residential and Commercial service revenues relative to other services, particularly utility services, positively influence operating costs in that they are generally higher priced services with inherently higher gross margins and attendant lower operating costs. Consulting services are far less capital intensive and any increase in these revenues relative to the Registrant's other services will benefit its cost structure. Year-to-date, selling costs of $26,113,000 were $4,000,000 higher than in 1995, but as a percentage of revenues were .2% lower at 12.8%. For the quarter, selling costs increased $1,102,000 to $9,290,000, and as a percentage of revenues remained even with last year at 13.2%. Both the year-to-date and quarterly increases were affected by higher sales commissions, branch office expenses and other sales costs, primarily attributable to the increases in Residential, Commercial and Consulting revenues. Although general and administrative (G&A) expense was higher than last year in both the quarter and year to date, as a percentage of revenues these costs declined on a year to date basis by .3% to 6.1%, and remained at 5.6% in the quarter. The dollar increase was primarily due to administrative costs associated with the Registrant's expansion of its Commercial and Consulting services, as well as professional services related to the Registrant's upgrade of its information service technologies. Depreciation and amortization expense for the first nine months of $10,767,000 was $1,025,000 higher than the same period last year. However, as a percentage of revenues, both the year to date and quarter declined by .5% and .3%, respectively. The lower percentages resulted primarily from relatively lower capital expenditures in the prior two years, coupled with higher, less capital intensive consulting service revenues in the current year. Given the current year increase in capital expenditures, depreciation is expected to approximate $14,000,000 in 1996. Interest expense of $1,638,000 was $228,000 lower than last year, and as a percentage of revenues declined 0.3% to .8%. The decrease is primarily attributable to more favorable rates obtained under the Registrant's credit facility which had been entered into in September 1995. As a result of the above factors, earnings from continuing operations before income taxes increased $5,996,000 to $11,659,000 or 2.4% to 5.7% as a percentage of revenues. For the quarter, earnings of $4,983,000 improved by $1,153,000 or .9% as a percentage of revenues. Effective income tax rates of 11 12 39.3% and 41.0% were used to compute the tax provisions for 1996 and 1995, respectively. The Registrant's year-to-date net earnings of $7,077,000 increased $3,500,000 or 1.5% as a percentage of revenues when compared to the first nine months of 1995, after reflecting a net $236,000 contributed by the Registrant's discontinued operation in the prior year (See Note # 8 on page 9 of the Financial Statements on this Form 10-Q). 12 13 THE DAVEY TREE EXPERT COMPANY PART II: OTHER INFORMATION -------------------------- ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 21, 1996, the Registrant held its annual meeting of shareholders. The shareholders voted to: a. Elect the following persons to serve as directors for a term to expire on the date of the annual meeting in 1999: John W. Joy R. Douglas Cowan ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K have been filed during the quarter for which this report is filed. 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. THE DAVEY TREE EXPERT COMPANY BY: /s/David E. Adante -------------------------------------- David E. Adante Executive Vice President, CFO and Secretary-Treasurer BY: /s/Bradley L. Comport -------------------------------------- Bradley L. Comport Corporate Controller November 12, 1996 13