1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 33-76290
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
BORROR CORPORATION
RETIREMENT PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DOMINION HOMES, INC. (FORMERLY BORROR CORPORATION)
5501 FRANTZ ROAD
P.O. BOX 7166
DUBLIN, OHIO 43017-0766
Exhibit Index on Page 19
Page 1 of 20
2
REQUIRED INFORMATION
The following financial statements and schedules for Borror Corporation
Retirement Plan and Trust which are prepared in accordance with the Employee
Retirement Income Security Act of 1974 are being filed herewith:
Description Page No.
- ----------- --------
Index to Financial Statements Page 5
Audited Financial Statements:
Report of Independent Accountants Page 6
Statements of Net Assets Available for Benefits as Page 7
of December 31, 1996 and December 31, 1995
Statements of Changes in Net Assets Available for Page 8
Benefits for the Years Ended December 31, 1996
and December 31, 1995
Notes to Financial Statements Pages 9-16
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Page 17
Purposes as of December 31, 1996
Item 27d - Schedule of Reportable Transactions Page 18
for the Year Ended December 31, 1996
Note: Supplemental schedules required by the Employee Retirement Income
Security Act of 1974 that have not been included herein are not
applicable to Borror Corporation Retirement Plan and Trust.
The following exhibit is being filed herewith:
Exhibit No. Description Page No.
- ----------- ----------- --------
1 Consent of Independent Accountants Page 20
2
3
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on the Plan's behalf by
the undersigned hereunto duly authorized.
BORROR CORPORATION
RETIREMENT PLAN AND TRUST
Date: June 26, 1997 By: */s/ Terry E. George
----------------------------
Terry E. George, Co-Trustee
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4
BORROR CORPORATION RETIREMENT PLAN AND TRUST
REPORT ON AUDITS OF FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
5
BORROR CORPORATION RETIREMENT PLAN AND TRUST
INDEX
PAGES
Report of Independent Accountants 6
Financial Statements:
Statements of Net Assets Available for Benefits 7
Statements of Changes in Net Assets Available for Benefits 8
Notes to the Financial Statements 9-16
Supplemental Schedules:
Item 27a--Schedule of Assets Held for Investment Purposes 17
Item 27d--Schedule of Reportable Transactions 18
6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of
Borror Corporation Retirement Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of Borror Corporation Retirement Plan and Trust as of December 31, 1996 and
1995, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and changes in net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Columbus, Ohio
June 6, 1997
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BORROR CORPORATION RETIREMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1996 and 1995
1996 1995
---------- ----------
Assets:
Investments at fair market value (cost is $3,090,663 and
$2,883,055 for 1996 and 1995, respectively) $3,550,733 $3,158,718
Cash, bearing interest at money market rates 32,426 272,046
Employer contributions receivable 279,215 291,496
Employee contributions receivable 16,258 11,706
Accrued interest receivable and other 818 525
---------- ----------
Total assets 3,879,450 3,734,491
---------- ----------
Liabilities:
Participant refunds payable 34,674 5,188
---------- ----------
Total liabilities 34,674 5,188
---------- ----------
Net assets available for benefits $3,844,776 $3,729,303
========== ==========
The accompanying notes are an integral part of the financial statements.
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8
BORROR CORPORATION RETIREMENT PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 1996 and 1995
1996 1995
----------- -----------
Additions:
Employee contributions $ 424,944 $ 502,994
Employer contributions 295,715 305,826
Interest and dividend income 17,093 6,883
Net appreciation in the fair value of investments 417,486 478,541
Deductions:
Participant benefits (993,154) (603,051)
Administrative expenses (46,611) (41,845)
----------- -----------
Net additions 115,473 649,348
Net assets available for benefits, beginning of year 3,729,303 3,079,955
----------- -----------
Net assets available for benefits, end of year $ 3,844,776 $ 3,729,303
=========== ===========
The accompanying notes are an integral part of the financial statements.
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BORROR CORPORATION RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
Dominion Homes, Inc. (formerly Borror Corporation)(the Employer)
established Borror Corporation Retirement Plan and Trust (the Plan)
effective July 1, 1985. The Plan is a defined contribution plan intended
to comply with Sections 401(a) and (k) of the Internal Revenue Code.
Effective July 1, 1995, employees are eligible to participate in the Plan
upon the latest of: a) the attainment of age 21; b) the completion of six
months of service; and c) classification as a regular full-time employee,
exclusive of employees for whom retirement benefits have been the subject
of good faith collective bargaining.
Prior to July 1, 1995, employees were eligible to participate in the Plan
upon the attainment of age 21 and the completion of six months and 500
hours of service, exclusive of employees for whom retirement benefits
have been the subject of good faith collective bargaining.
Participants may invest in seven investment fund options. These options
include the Dominion Homes, Inc. Stock Fund, the Balanced Fund, the
Growth Fund, the Income Fund, the Fidelity Growth Fund, the Huntington
Monitor Money Market Fund, and the Huntington Monitor Treasury Money
Market Fund. The Balanced Fund, Growth Fund and Income Fund are
Huntington Asset Allocation Funds with investments in equity and fixed
income investments.
The Employer is required to make annual retirement contributions to the
Plan from its current or accumulated profits, if any, equal to 2% of the
compensation paid to participants. Eligible participants for this purpose
include those making contributions to the Plan during the period,
employed on the last day of the plan year and have at least 1,000 hours
of service during a calendar year. The Employer may make additional
discretionary annual retirement contributions to the Plan from its
current or accumulated profits, if any. The Employer's retirement
contributions to the Plan for each plan year are allocated among those
participants employed by the Employer as of the last day of such plan
year in the ratio that the compensation of each such participant during
the plan year bears to the total compensation received by all such
participants during the plan year. Effective January 1, 1997, the Plan
will provide for matching and profit sharing allocations without regard
to employment on the last day of the plan year or the completion of 1,000
hours of service during the plan year.
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BORROR CORPORATION RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
A participant in the Plan may enter into a salary reduction agreement
with the Employer, authorizing the Employer to withhold a percentage of
such participant's compensation and to contribute such amount to the Plan
on their behalf. If a participant has not authorized the Employer to
withhold at the maximum rate and desires to increase the total amount
withheld for a plan year, such participant may authorize the Employer to
withhold a supplemental amount up to 100% of their compensation for one
or more pay periods. In no event may the sum of the amounts withheld
under the Salary Reduction Agreement plus the supplemental withholding in
any calendar year exceed $9,500. In accordance with Section 401(k) of the
Internal Revenue Code, all amounts withheld from a participant's
compensation in accordance with this section and contributed to their
Salary Reduction Account are not to be included in the gross income of
the participant for federal income tax purposes and are deemed, for tax
purposes, to be an employee contribution to the Plan.
The Employer is required to make matching contributions to the Plan from
its current or accumulated profits, if any, equal to 25% of the salary
reduction contributions made by participants who are employed on the last
day of the plan year provided, however, that such matching contributions
shall not exceed 1.5% of such participant's compensation for the plan
year, subject to the limitations as published from time to time by the
Internal Revenue Service. In no event may the sum of the amounts credited
to a participant's Salary Reduction Account, Retirement Account and
Matching Contribution Account in any plan year exceed the lesser of 25%
of the participant's compensation for the plan year or $30,000.
Income and losses on investments are allocated quarterly to the
participant's account based on the ratio of the participant's prior
quarterly account balance plus one half of the participant's current
quarterly contributions less any quarterly distributions/withdrawals to
the exact formula applied to the investment in total. This ratio is
multiplied by the investment's income/loss for the quarter to determine
the participant's allocation.
A participant's interest in their Salary Reduction Account, Rollover
Account, Retirement Account and Matching Contribution Account shall be
fully vested and nonforfeitable at all times.
Benefits under the Plan are generally payable upon the earliest
occurrence of a participant's death, disability or retirement at or after
attainment of normal retirement age. On termination of service due to
death, disability or retirement, a participant may elect to receive
either a lump-sum amount equal to the value of the participant's vested
interest in their account, or in equal monthly, quarterly, semiannual or
annual installments over a period not to exceed ten years. For
termination of service due to other reasons, a participant may receive
the value of the vested interest in their account as a lump-sum
distribution. Notwithstanding the foregoing, a participant's Salary
Reduction Account may also be distributed in the event of certain
financial hardships or the attainment of age 55.
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BORROR CORPORATION RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
The Employer reserves the right at any time to amend or terminate this
Plan or to suspend contributions thereto, provided that no such
amendment, termination or suspension shall have the effect of giving the
Employer any right or interest, or of revoking or diminishing the rights
and interests of any participant in the funds then held by the Trustee.
2. ACCOUNTING POLICIES:
The following is a summary of significant accounting policies followed in
the preparation of the financial statements. The policies conform to
generally accepted accounting principles.
A. INVESTMENT VALUATION AND INCOME RECOGNITION: Investments in the
Employer's common stock, asset allocation funds, money market funds,
and government securities and bonds traded on a national securities
exchange are valued at the last reported sales price on the last
business day of the plan year.
Security transactions are reflected on a trade-date basis, which is
not materially different from a settlement-date basis.
Income from investments is recorded as earned, on an accrual basis.
In the statements of changes in net assets available for plan
benefits, the Plan presents the net appreciation (depreciation) in the
fair value of its investments, which consists of the net realized
gains or losses and the net unrealized appreciation (depreciation) on
those investments.
B. CONTRIBUTIONS TO THE PLAN: Contributions by the Employer are accrued
and credited based upon amounts as described in Note 1 as of the end
of each plan year.
C. ADMINISTRATIVE EXPENSES: Administrative expenses are paid by the
trustee from the net assets of the Plan. Approximately $47,000 and
$42,000 in administrative expenses were incurred for the years ended
December 31, 1996 and 1995, respectively.
D. USE OF ESTIMATES: The preparation of the Plan's financial statements
in conformity with generally accepted accounting principles requires
the plan administrator to make significant estimates and assumptions
that affect the reported amounts of net assets available for benefits
at the date of the financial statements and the changes in the net
assets available for benefits during the reporting period and, when
applicable, disclosures of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from
those estimates.
E. RISKS AND UNCERTAINTIES: The Plan provides for various investment
options in any combination of stocks, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market, and credit risks. Due to the
level of risk associated with certain investment securities, it is at
least reasonably possible that
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BORROR CORPORATION RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
changes in the values of investment securities will occur in the near
term and that such changes could materially affect participants'
account balances and the amounts reported in the statement of net
assets available for plan benefits.
3. INVESTMENTS:
Investments at December 31, 1996 and 1995 are as follows:
1996
--------------------------
INVESTMENTS COST FAIR VALUE
----------------------------------------------- ------------ ------------
Huntington Asset Allocation Fund--Balanced (a) $ 800,233 $1,017,179
Huntington Asset Allocation Fund--Growth (a) 895,024 1,143,363
Huntington Asset Allocation Fund--Income (a) 325,354 384,774
Fidelity Growth Fund 148,483 161,090
Dominion Homes, Inc. Stock Fund (a) 758,994 681,752
Huntington Monitor Money Market Fund 160,400 160,400
Huntington Monitor Treasury Money Market Fund 2,175 2,175
---------- ----------
$3,090,663 $3,550,733
========== ==========
1995
--------------------------
INVESTMENTS COST FAIR VALUE
----------------------------------------------- ------------ ------------
Huntington Asset Allocation Fund--Balanced (a) $1,130,041 $1,340,544
Huntington Asset Allocation Fund--Growth (a) 690,172 841,307
Huntington Asset Allocation Fund--Income (a) 578,972 669,570
Dominion Homes, Inc. Stock Fund (a) 367,690 191,117
Huntington Monitor Money Market Fund 116,180 116,180
---------- ----------
$2,883,055 $3,158,718
========== ==========
<FN>
(a) Investment represents 5% or more of net assets available for
benefits at December 31, 1996 and 1995, respectively.
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BORROR CORPORATION RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
4. PARTICIPANT-DIRECTED INVESTMENTS:
In accordance with the salary reduction provisions of the Plan, each
participant designates the percentage of Employer and participant
contributions invested in the following funds:
x Balanced Fund
x Growth Fund
x Income Fund
x Dominion Homes, Inc. Stock Fund
x Fidelity Growth Fund
x Huntington Monitor Money Market Fund
x Huntington Monitor Treasury Money Market Fund
As of January 1, 1997, three additional funds were available to
participants: the Managers Special Equity Fund, the Vanguard Index 500
Fund, and the T. Rowe Price International Fund. The Employer
contributions receivable at December 31, 1996 and 1995 were allocated to
the investment options based on contributions made during the first
quarter of 1997 and 1996.
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BORROR CORPORATION RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
The allocation of net assets at December 31, 1996, and changes in net assets
since January 1, 1996, for each fund is as follows:
HUNTINGTON
MONITOR
DOMINION TREASURY
HOMES, INC. FIDELITY MONEY
BALANCED GROWTH INCOME STOCK GROWTH MARKET
FUND FUND FUND FUND FUND FUND
----------- ----------- ----------- ----------- ----------- ------------
Net assets available for
benefits, beginning
year of $1,570,933 $1,027,918 $ 739,618 $ 206,907 $ 9,401 $ 65,653
Employer contributions 66,387 102,925 26,012 16,500 29,224
Employee contributions 106,774 180,364 37,470 61,557 38,511 268
Interest and dividend income 270 8,459 8,060
Net appreciation (deprecia-
tion) in the fair
value of investments 157,492 159,227 34,925 50,961 14,881
Participant termination
benefits (565,016) (284,424) (65,485) (53,695) (1,159) (23,375)
Administrative expenses (18,421) (13,666) (8,908) (3,338) (1,222) (455)
Transfers (229,911) 63,663 (348,586) 419,612 92,318 2,922
----------- ----------- ----------- ----------- ----------- ------------
Change in net assets (482,695) 208,089 (324,572) 491,867 181,012 (12,580)
----------- ----------- ----------- ----------- ----------- ------------
Net assets available
for benefits, end
of year $1,088,238 $1,236,007 $ 415,046 $ 698,774 $ 190,413 $ 53,073
=========== =========== =========== =========== =========== ============
HUNTINGTON
MONITOR T. ROWE
MONEY MANAGERS VANGUARD PRICE
MARKET SPECIAL INDEX 500 INTERNATIONAL
FUND EQUITY FUND FUND FUND TOTAL
------------ ------------ ----------- ------------ ------------
Net assets available for
benefits, beginning
year of $ 108,873 $ 3,729,303
Employer contributions 47,204 $ 5,010 $ 1,773 $ 680 295,715
Employee contributions 424,944
Interest and dividend income 304 17,093
Net appreciation (deprecia-
tion) in the fair
value of investments 417,486
Participant termination
benefits (993,154)
Administrative expenses (601) (46,611)
Transfers (18)
------------ ------------ ----------- ------------ ------------
Change in net assets 46,889 5,010 1,773 680 115,473
------------ ------------ ----------- ------------ ------------
Net assets available
for benefits, end
of year $ 155,762 $ 5,010 $ 1,773 $ 680 $ 3,844,776
============ ============ =========== ============ ============
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BORROR CORPORATION RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
The allocation of net assets at December 31, 1995, and changes in net
assets since January 1, 1995, for each fund is as follows:
HUNTINGTON
DOMINION MONITOR HUNTINGTON
HOMES, TREASURY MONITOR
INC. FIDELITY MONEY MONEY
BALANCED GROWTH INCOME STOCK GROWTH MARKET MARKET
FUND FUND FUND FUND FUND FUND FUND TOTAL
------------ ------------ ----------- ---------- -------- ----------- --------- -----------
Net assets available for
benefits, beginning
of year $ 1,296,338 $ 760,184 $ 674,058 $ 246,588 $102,787 $3,079,955
Employer contributions 64,417 99,860 25,358 41,137 $ 9,401 $ 65,653 305,826
Employee contributions 169,672 215,699 62,732 54,891 502,994
Interest and dividend
income 180 137 70 415 6,081 6,883
Net appreciation (deprecia-
tion) in the fair
value of investments 267,056 190,901 116,058 (95,474) 478,541
Participant termination
benefits (226,373) (221,188) (131,621) (23,869) (603,051)
Administrative expenses (17,862) (10,563) (9,122) (3,844) (454) (41,845)
Transfers 17,505 (7,112) 2,085 (12,937) 459
------------ ------------ ----------- ---------- -------- ----------- --------- -----------
Change in net assets 274,595 267,734 65,560 (39,681) 9,401 65,653 6,086 649,348
------------ ------------ ----------- ---------- -------- ----------- --------- -----------
Net assets available
for benefits,
end of year $ 1,570,933 $ 1,027,918 $ 739,618 $ 206,907 $ 9,401 $ 65,653 $108,873 $3,729,303
============ ============ =========== ========== ======== =========== ========= ===========
5. TAX STATUS:
The Plan meets the requirements of Sections 401(a), 401(k) and 501(a) of
the Internal Revenue Code, as amended by the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan qualifies as and has been granted
favorable determination of tax-exempt status under Section 501(a).
The Plan obtained its latest determination letter on May 6, 1996, in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the plan administrator and the Plan's tax
counsel believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
6. INVESTMENTS IN DOMINION HOMES, INC.:
The Plan held, at fair value, $681,752 and $191,117 of Dominion Homes,
Inc. common shares (Employer securities) at December 31, 1996 and 1995,
respectively. The Plan purchased 115,572 and 18,000 shares of Dominion
Homes, Inc. common shares at a cost of $514,728 and $72,915 in 1996 and
1995, respectively. The Plan sold 12,276 and 8,903 Dominion Homes, Inc.
common shares for $51,575 and $35,119 with realized losses of $25,150 and
$18,740 in 1996 and 1995, respectively.
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BORROR CORPORATION RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
7. RECONCILIATION OF THE FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for benefits
per the financial statements to Form 5500:
DECEMBER 31,
----------------------------
1996 1995
----------- -----------
Net assets available for benefits per
the financial statements $3,844,776 $3,729,303
Amounts allocated to withdrawing
participants (31,857) (68,120)
----------- -----------
Net assets available for benefits
per Form 5500 $3,812,919 $3,661,183
=========== ===========
The following is a reconciliation of benefits paid to participants per
the financial statements to Form 5500:
YEAR ENDED
DECEMBER 31,
1996
---------
Benefits paid to participants per the
financial statements $993,154
Add: Amounts allocated to withdrawing
participants at December 31, 1996 31,857
Less: Amounts allocated to withdrawing
participants at December 31, 1995 (68,120)
---------
Benefits paid to participants per Form 5500 $956,891
=========
Amounts allocated to withdrawing participants are recorded on Form 5500
for benefits claims that have been processed and approved for payment
prior to year-end but not yet paid as of that date.
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BORROR CORPORATION RETIREMENT PLAN AND TRUST
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1996
CURRENT
INVESTMENTS COST VALUE
Huntington Asset Allocation Fund--Balanced $800,233 $1,017,179
Huntington Asset Allocation Fund--Growth 895,024 1,143,363
Huntington Asset Allocation Fund--Income 325,354 384,774
Fidelity Growth Fund 148,483 161,090
Dominion Homes, Inc. Stock Fund 758,994 681,752
Huntington Monitor Money Market Fund 160,400 160,400
Huntington Monitor Treasury Money Market Fund 2,175 2,175
---------- ----------
$3,090,663 $3,550,733
========== ==========
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BORROR CORPORATION RETIREMENT PLAN AND TRUST
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1996
TOTAL TOTAL
DOLLAR DOLLAR NET GAIN
NUMBER OF NUMBER OF VALUE OF VALUE OF (LOSS) ON
DESCRIPTION PURCHASES SALES PURCHASES SALES SALES
Huntington Asset Allocation Fund--Income 28 39 $ 64,001 $382,538 $ 279,182
Huntington Asset Allocation Fund--Growth 32 45 390,430 247,610 62,032
Huntington Asset Allocation Fund--Balanced 29 53 180,931 661,788 151,048
Dominion Homes, Inc. Stock Fund 17 39 514,728 51,575 (25,150)
Fidelity Growth Fund 37 15 178,515 32,307 2,275
Huntington Asset Allocation Fund--Income 1 212,000 39,626
Dominion Homes, Inc. Stock Fund 1 209,250
Dominion Homes, Inc. Stock Fund 1 218,250
The single transactions within this schedule are also included as components
of the series of transactions under the same description.
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BORROR CORPORATION
RETIREMENT PLAN AND TRUST
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1996
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
1 CONSENT OF INDEPENDENT ACCOUNTANTS PAGE 20
19