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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 28, 1997
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COMMISSION FILE NUMBER: 1-13044
COOKER RESTAURANT CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 62-1292102
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
5500 VILLAGE BOULEVARD, WEST PALM BEACH, FLORIDA 33407
(Address of principal executive offices) (zip code)
(561) 615-6000
Registrant's telephone number, including area code
Indicate by check X whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
10,020,781 COMMON SHARES, WITHOUT PAR VALUE
(Number of Common Shares outstanding as of the close of business
on November 11, 1997)
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
COOKER RESTAURANT CORPORATION
BALANCE SHEET
(UNAUDITED)
Sept. 28, Dec. 29,
1997 1996
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ASSETS (In Thousands)
Current assets:
Cash and cash equivalents $ 2,214 $ 2,009
Inventory 1,314 1,128
Land held for sale 613 1,560
Preoperational costs 1,355 749
Prepaid and other current assets 628 585
--------- ---------
Total current assets 6,124 6,031
Property and equipment 127,081 107,010
Other assets 1,491 1,592
--------- ---------
$ 134,696 $ 114,633
========= =========
LIABILITIES
Current liabilities
Notes Payable $ - $ 4,613
Accounts payable 3,620 3,845
Accrued liabilities 4,734 6,030
Income taxes payable 1,466 991
--------- ---------
Total current liabilities 9,820 15,479
Long-term debt 37,757 16,822
Deferred income taxes 582 582
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Total Liabilities 48,159 32,883
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Shareholders' equity
Common shares-without par value: authorized
30,000,000 shares; issued 10,548,000 and 10,548,000
at September 28, 1997 and December 29, 1996, respectively 63,583 63,583
Retained earnings 29,639 24,316
Treasury stock at cost, 527,000 and 513,000 shares at
September 28, 1997 and December 29, 1996, respectively (6,685) (6,149)
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Total shareholders' equity 86,537 81,750
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$ 134,696 $ 114,633
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See accompanying notes to condensed financial statements.
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COOKER RESTAURANT CORPORATION
STATEMENT OF INCOME
(UNAUDITED)
Three Months Ended Nine Months Ended
Sept. 28, Sept. 29, Sept. 28, Sept. 29,
1997 1996 1997 1996
------- ------- ------- -------
(In Thousands Except Per Share Data)
Sales $34,167 $29,183 $99,895 $81,587
------- ------- ------- -------
Cost of sales:
Cost of goods sold 9,805 8,320 28,637 23,134
Labor 11,830 10,057 34,407 28,191
Restaurant operating expenses 6,043 4,805 17,156 13,614
Restaurant depreciation 1,126 978 3,250 2,683
------- ------- ------- -------
28,804 24,160 83,450 67,622
------- ------- ------- -------
Restaurant operating income 5,363 5,023 16,445 13,965
------- ------- ------- -------
Other expenses (income):
General and administrative 2,075 1,874 6,040 5,197
Net interest expense 485 215 1,160 1,135
------- ------- ------- -------
2,560 2,089 7,200 6,332
------- ------- ------- -------
Income before income taxes 2,803 2,934 9,245 7,633
Provision for income taxes 967 1,056 3,220 2,748
------- ------- ------- -------
Net income $ 1,836 $ 1,878 $ 6,025 $ 4,885
======= ======= ======= =======
Earnings per common share $ 0.18 $ 0.18 $ 0.59 $ 0.54
======= ======= ======= =======
Weighted average number of common shares
and common equivalent shares outstanding 10,269 10,410 10,297 9,058
======= ======= ======= =======
See accompanying notes to condensed financial statements.
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COOKER RESTAURANT CORPORATION
STATEMENT OF CASH FLOW
(UNAUDITED)
Nine Months Ended
Sept. 28, Sept. 29,
1997 1996
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(In Thousands)
Cash flows from operating activities:
Net income $ 6,025 $ 4,885
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 4,788 3,739
(Gain) Loss on sale of property (53) 51
(Increase) in current assets (1,955) (966)
Decrease in other assets 101 16
Increase (decrease) in current liabilities (1,254) 963
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Net cash provided by operating activities 7,652 8,688
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Cash flows from investing activities:
Purchases of property and equipment (24,017) (29,746)
Sale of property and equipment 1,486 532
-------- --------
(22,531) (29,214)
Cash flows from financing activities:
Payment on note payable (4,613) -
Proceeds from (repayment on) borrowings 20,983 (11,956)
Repurchase of debentures - (400)
Redemption of debentures (48) (138)
Exercise of stock options - 64
Proceeds from secondary offering - 37,442
Net purchases of treasury stock (536) -
Dividends paid (702) (429)
-------- --------
Net cash provided by financing activities 15,084 24,583
-------- --------
Net increase in cash and cash equivalents 205 4,057
Cash and cash equivalents at beginning of period 2,009 1,299
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Cash and cash equivalents at end of period $ 2,214 $ 5,356
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See accompanying notes to condensed financial statements.
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COOKER RESTAURANT CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 28, 1997 and September 29, 1996
Note 1: Basis of Financial Statement Presentation.
The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, the
accompanying financial statements contain all adjustments, consisting of normal
recurring accruals, necessary to present fairly the financial position of the
Company at September 28, 1997 and the statements of income and cash flows for
the nine months ended September 28, 1997. The results of operations for the nine
months ended September 28, 1997 are not necessarily indicative of the operating
results expected for the fiscal year ended December 28, 1997. These financial
statements should be read in conjunction with the financial statements and notes
thereto contained in the Company's annual report on Form 10-K for the fiscal
year ended December 29, 1996.
Note 2: Net Income Per Common and Common Equivalent Share.
Net income per common and common equivalent share has been determined by
dividing net income by the weighted average number of shares of common stock and
common stock equivalents outstanding during the respective period unless their
effect was antidilutive.
Note 3: New Accounting Pronouncement.
In February 1997, the FASB issued Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" ("Statement 128"). Statement 128 is effective for
financial statements issued for periods ending after December 15, 1997.
Statement 128 establishes standards for computing and presenting earning per
share ("EPS"), simplifies the standards previously found in APB No. 15,
"Earnings Per Share", and makes them comparable to international EPS standards.
The Company will begin disclosing EPS in accordance with Statement 128 beginning
with the year ended December 28, 1997.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
From time to time, the Company may make certain statements that contain
"forward-looking" information (as defined in the Private Securities Litigation
Reform Act of 1995). Words such as "believe", "anticipate", "estimate",
"project", and similar expressions are intended to identify such forward-looking
statements. Forward-looking statements may be made by management orally or in
writing, including, but not limited to, in press releases, as part of this
Management's Discussion and Analysis of Financial Condition and Results of
Operations and as part of other sections of this Report or other filings.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their respective dates, and are subject to
certain risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should any of the underlying assumptions prove
incorrect, actual results of current and future operations may vary materially
from those anticipated, estimated or projected.
RESULTS OF OPERATIONS
The following table sets forth as a percentage of sales certain items
appearing in the Company's statements of income.
RESULTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
Sept. 28, Sept. 29, Sept. 28, Sept. 29,
1997 1996 1997 1996
------- ------- ------- -------
Sales 100.0% 100.0% 100.0% 100.0%
------- ------- ------- -------
Cost of sales:
Cost of goods sold 28.7 28.5 28.7 28.4
Labor 34.6 34.4 34.4 34.5
Restaurant operating expense 17.7 16.5 17.2 16.7
Restaurant depreciation 3.3 3.4 3.3 3.3
------- ------- ------- -------
84.3 82.8 83.6 82.9
------- ------- ------- -------
Restaurant operating income 15.7 17.2 16.4 17.1
------- ------- ------- -------
Other expenses (income):
General and administrative 6.1 6.4 6.0 6.3
Net interest expense 1.4 0.7 1.2 1.4
------- ------- ------- -------
7.5 7.1 7.2 7.7
------- ------- ------- -------
Income before income taxes 8.2 10.1 9.2 9.4
Provision for income taxes 2.8 3.7 3.2 3.4
------- ------- ------- -------
Net income 5.4% 6.4% 6.0% 6.0%
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Sales for the third quarter of fiscal 1997 increased 17% to $34,167,000
compared to sales of $29,183,000 for the third quarter of fiscal 1996. For the
first nine months sales increased 22% to $99,895,000 compared to sales of
$81,587,000 last year. The increases for both the third quarter and the first
nine months are due primarily to the opening of new Restaurants. Third quarter
same store sales (which excludes 19 of 56 units open at the end of the quarter)
were down 1.6% compared to the prior year. Three stores in our same store sales
base were impacted by new Cooker Restaurants opened during the prior year. These
three stores account for 75% of the same store sales decline. The Florida
stores, which were down 4% in the second quarter, were above the prior year
during the third quarter.
The third quarter and the first nine months cost of goods sold as a
percentage of the sales were up 20 to 30 basis points respectively from the same
period last year to 28.7%. These increases were the result of continued higher
preference for the new combination platters introduced last year. These new
dinners have a higher cost as a percentage of sales, however, because their
prices are above average price, the margin in dollars is better than average.
Actual ingredient costs were fairly stable throughout the quarter.
Labor cost as a percentage of sales for the third quarter increased to
34.6% from 34.5% last year. The increase as a percentage of sales is the result
of reduced efficiencies at the lower average unit sales. Actual dollar cost per
store was down 6%. Year to date labor costs of 34.4% was 10 basis points less
than last year.
Restaurant operating expense for the third quarter increased to 17.7%
of sales from 16.5% of sales last year. For the first nine months these expenses
at 17.2% were 50 basis points above last year. On a dollar cost per store basis,
store operating expenses were 1% below last year for both the third quarter and
the first nine months. Repair expenses are the only major expense categories
showing increases over the prior year.
General and administrative expenses for the quarter of 6.1% of sales
was 30 basis points less than last year; the first nine months expense of 6.0%
was 30 basis points lower than last year. This reduction in expense as a
percentage of sales is primarily the result of the additional sales this year
from stores opened during the prior twelve months. Actual dollar expense for the
quarter was 11% higher than last year and 16% higher for the first nine months.
Virtually all of the increased expense in the third quarter was due to higher
salaries/training/relocation expenses for manager trainees. Major factors in the
year to date expense increase ($843,000) were higher pre-opening expense
amortization ($437,000) as well as salary, training and relocation expenses of
manager trainees ($498,000).
Net interest expense for the third quarter of $485,000 was $270,000
more than last year. Net interest expense for the nine months of $1,160,000 was
$25,000 more than last year. The increase in net interest expense is the result
of increased borrowings on the Company's line of credit to fund construction of
new units.
The provision for income taxes as a percentage of income before taxes
declined to 34.5% from 36.0% last year. The decline in the provision as a
percentage of sales resulted from two different prior year state income tax
refunds as well as an overall reduction in effective tax rate resulting from a
change in the internal organization of the Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital requirements arise from the development
and opening of new Restaurants. The Company's primary sources of working capital
are cash flow from operations, borrowings under the Company's revolving/term
loan (the "Credit Agreement") and the sale of equity securities. The Company's
cash flow from operations were $9,495,000, $12,644,000 and $7,652,000 for 1995,
1996 and the nine months ended September 28, 1997, respectively. The Credit
Agreement provides for a $33,000,000 line of credit and, as of September 28,
1997, the Company had outstanding borrowings of $21,692,000 under the Credit
Agreement. On May 13, 1996, the Company completed a public offering of 2,875,000
Common Shares (the "Offering") and received net proceeds of $37,442,000. The
Company used $28.5 million of the net proceeds from the Offering to reduce
outstanding borrowings under the Credit Agreement. The remainder was invested in
short term treasuries and was used to fund the development of new Restaurants
and for general corporate purposes. The Company's right to increase its
borrowings under the Credit Agreement expires at the end of the fourth quarter.
The Company is currently seeking to extend those rights and increase the amount
that can be borrowed under the Credit Agreement. Management believes that the
Company will be able to extend its rights under the Credit Agreement and
increase the amount that it can borrow under the Credit Agreement. However,
there can be no assurance that the Company will be able to extend its rights or
increase the amount that it can borrow under the Credit Agreement or that it
will be able to do so in an amount and on terms which allow the Company to
proceed with its expansion plans.
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Capital expenditures were $17,200,000, $34,997,000 and $24,017,000 for
1995, 1996 and the nine months ended September 28, 1997, respectively. The
Company has opened nine Restaurants in the first nine months of 1997, and
intends to open four additional Restaurants in the remainder of 1997 and 14 to
16 Restaurants in 1998. The Company believes that cash flow from operations and
borrowings from the Credit Agreement will be sufficient to fund the planned
expansion as well as the ongoing maintenance and remodeling of existing
Restaurants through 1998. However, there can be no assurance that the Company
will be able to extend its rights and increase the amount that it may borrow
under the Credit Agreement on terms and in an amount adequate to proceed with
the Company's expansion plan, or at all. If the Company is unsuccessful in its
attempt to extend its rights and increase the amount that it can borrow under
the Credit Agreement, the Company's expansion plans will be curtailed. The
Company's ability to expand will depend on a number of factors, including the
selection and availability of suitable locations, hiring and training
sufficiently skilled management and personnel, adequate financing, construction
or acquiring Restaurants at a reasonable cost and other factors, some of which
are beyond the control of the Company. While the Company has in the past
successfully opened new Restaurants, there can be no assurance that the Company
will be able to continue to open new Restaurants or that, if opened, those
Restaurants can be operated profitably.
In 1992, the Company issued Convertible Debentures in the principal
amount of $23,000,000 in a public offering. Under the terms of the Indenture
pursuant to which the Convertible Debentures were issued, the Company is
required to redeem up to $1,150,000 principal amount on November 1 of each year
if timely request is made by holders. In 1995 and 1996, the Company redeemed
$1,150,000 and $1,150,000, respectively, of the Convertible Debentures as a
result of requests by holders. The Company will redeem an additional $1,150,000
in the fourth quarter of 1997. In addition, the Company is required to redeem up
to $25,000 per deceased holder during each fiscal year. In 1995, 1996 and nine
months ended September 28, 1997, the Company redeemed $30,000, $207,000 and
$48,000, respectively, of the Convertible Debentures by reason of the death of
holders. In 1994, the Company purchased $2,500,000 principal amount of the
Convertible Debentures on the open market at a market price of $1,618,000, in
1995 purchased $250,000 principal amount at the market price of $222,000 and in
the first quarter of 1996, purchased $400,000 principal amount at a market price
of $363,000. All of the redemptions and purchases of Convertible Debentures
during 1994, 1995 and 1996 were made with funds obtained from loans under the
Credit Agreement.
In 1994, the Board of Directors approved a guaranty by the Company of a
loan of $5,000,000 to G. Arthur Seelbinder, the Chairman of the Board, which was
secured by a pledge of 570,000 Common Shares owned by the Chairman. In the first
quarter of 1997, the loan was acquired by The Chase Manhattan Bank of New York.
The loan has a term of one year, bears interest at the Bank's prime rate or
LIBOR plus 2%, continues to be secured by 570,000 Common Shares of the Company
and is guaranteed by the Company in the principal amount up to $6,250,000
including capitalized interest. Mr. Seelbinder also agreed to apply his share of
the net proceeds of the sale of his residence, in excess of the mortgage
thereon, to reduce the principal and interest outstanding on the indebtedness
and did so in April, 1997. The guaranty provides that the Bank will sell the
pledged shares and apply the proceeds thereof to the loan prior to calling on
the Company for its guaranty. On March 4, 1997, Mr. Seelbinder exercised options
to purchase 100,000 Common Shares, sold the shares in a block transaction
through a broker at $11.50 per share, the then current trading price on the New
York Stock Exchange, and the Company purchased 100,000 Common Shares in a block
transaction through the same broker at the same time. The transaction was
approved by the Board of Directors in advance. The gain on the transaction is
taxable to Mr. Seelbinder and deductible by the Company. $438,000 of the
proceeds of this transaction after payment of the option exercise price and
withholding taxes were used to reduce the principal of the guaranteed loan. At
November 11, 1997, the amount of the loan including capitalized and accrued
interest $5,158,819 and the undiscounted fair market value of the pledged shares
was approximately $5,557,500. The loan is scheduled to mature in the first
quarter of 1998. The guaranty secures the loan until it is repaid or refinanced
without a guaranty. The Company expects that the Chairman will repay or
refinance the loan before its presently scheduled maturity. If the loan is not
so repaid or refinanced, the Company would fund any obligation it incurs under
the terms of its guaranty from additional borrowings under its Credit Agreement.
The Company does not believe that it will be required to make any material
payment under the guaranty in 1997; however, there can be no assurance that the
loan will be repaid or refinanced on terms that will not result in continuing
the guaranty or in a material payment. Mr. Seelbinder paid a guaranty fee of 1/4
percent of the principal amount of the loan to the Company at the time the loan
was guaranteed and will also pay such fee on each anniversary of the guaranty as
long as it is outstanding.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
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) THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REPORT.
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3. ARTICLES OF INCORPORATION AND BY-LAWS.
Exhibit 3.1
Amended and Restated Articles of Incorporation of the Registrant (incorporated
by reference to Exhibit 28.2 of Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended March 29, 1992; Commission File No. 0-16806).
Exhibit 3.2
Amended and Restated Code of Regulations of the Registrant (incorporated by
reference to Exhibit 4.5 of the Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended April 1, 1990; Commission File No. 0-16806).
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES.
Exhibit 4.1
See Articles FOURTH, FIFTH and SIXTH of the Amended and Restated Articles of
Incorporation of the Registrant (see Exhibit 3.1 above).
Exhibit 4.2
See Articles One, Four, Seven and Eight of the Amended and Restated Code of
Regulations of the Registrant (see Exhibit 3.2 above).
Exhibit 4.3
Rights Agreement dated as of February 1, 1990 between the Registrant and
National City Bank (incorporated by reference to Exhibit 1 of the Registrant's
Form 8-A filed with the Commission on February 9, 1990; Commission File No.
0-16806).
Exhibit 4.4
Amendment to Rights Agreement dated as of November 1, 1992 between the
Registrant and National City Bank (incorporated by reference to Exhibit 4.4 of
Registrant's annual report on Form 10-K for the fiscal year ended January 3,
1993 (the "1992 Form 10-K"); Commission File No. 0-16806).
Exhibit 4.5
Letter dated October 29, 1992 from the Registrant to First Union National Bank
of North Carolina (incorporated by reference to Exhibit 4.5 to the 1992 Form
10-K).
Exhibit 4.6
Letter dated October 29, 1992 from National City Bank to the Registrant
(incorporated by reference to Exhibit 4.6 to the 1992 Form 10-K).
Exhibit 4.7
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See Section 7.4 of the Amended and Restated Loan Agreement dated December 22,
1995 between the Registrant and First Union National Bank of Tennessee
(incorporated by reference to Exhibit 10.4 of the Registrant's annual report on
Form 10-K for the fiscal year ended December 31, 1995; Commission File No.
0-16806).
Exhibit 4.8
Indenture dated as of October 28, 1992 between the Registrant and First Union
National Bank of North Carolina, as Trustee (incorporated by reference to
Exhibit 2.5 of Registrant's Form 8-A filed with the Commission on November 10,
1992; Commission File No. 0-16806).
27. FINANCIAL DATE SCHEDULE
Exhibit 27.1
Financial Data Schedule (submitted electronically for SEC information only).
(b) REPORTS ON FORM 8-K.
No report on Form 8-K was filed by Registrant during the fiscal quarter ended
September 29, 1997.
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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.
COOKER RESTAURANT CORPORATION
(The "Registrant")
Date: October 11, 1997
By: /s/ G. Arthur Seelbinder
-------------------------------------------
G. Arthur Seelbinder
Chairman of the Board, Chief Executive Officer,
and Director
(principal executive officer)
By: /s/ David C. Sevig
-------------------------------------------
David C. Sevig
Vice President - Chief Financial Officer
(principal financial and accounting officer)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
COOKER RESTAURANT CORPORATION
FORM 10-Q QUARTERLY REPORT
FOR THE FISCAL QUARTER ENDED:
SEPTEMBER 28, 1997
EXHIBITS
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- --------------------------------------------------------------------------------
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Exhibit 3.1
Amended and Restated Articles of Incorporation of the Registrant (incorporated
by reference to Exhibit 28.2 of Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended March 29, 1992; Commission File No. 0-16806).
Exhibit 3.2
Amended and Restated Code of Regulations of the Registrant (incorporated by
reference to Exhibit 4.5 of the Registrant's quarterly report on Form 10-Q for
the fiscal quarter ended April 1, 1990; Commission File No. 0-16806).
Exhibit 4.1
See Articles FOURTH, FIFTH and SIXTH of the Amended and Restated Articles of
Incorporation of the Registrant (see Exhibit 3.1 above).
Exhibit 4.2
See Articles One, Four, Seven and Eight of the Amended and Restated Code of
Regulations of the Registrant (see Exhibit 3.2 above).
Exhibit 4.3
Rights Agreement dated as of February 1, 1990 between the Registrant and
National City Bank (incorporated by reference to Exhibit 1 of the Registrant's
Form 8-A filed with the Commission on February 9, 1990; Commission File No.
0-16806).
Exhibit 4.4
Amendment to Rights Agreement dated as of November 1, 1992 between the
Registrant and National City Bank (incorporated by reference to Exhibit 4.4 of
Registrant's annual report on Form 10-K for the fiscal year ended January 3,
1993 (the "1992 Form 10-K"); Commission File No. 0-16806).
Exhibit 4.5
Letter dated October 29, 1992 from the Registrant to First Union National Bank
of North Carolina (incorporated by reference to Exhibit 4.5 to the 1992 Form
10-K).
Exhibit 4.6
Letter dated October 29, 1992 from National City Bank to the Registrant
(incorporated by reference to Exhibit 4.6 to the 1992 Form 10-K).
Exhibit 4.7
See Section 7.4 of the Amended and Restated Loan Agreement dated December 22,
1995 between the Registrant and First Union National Bank of Tennessee
(incorporated by reference to Exhibit 10.4 of the Registrant's annual report on
Form 10-K for the fiscal year ended December 31, 1995, Commission File No.
0-16806).
Exhibit 4.8
Indenture dated as of October 28, 1992 between the Registrant and First Union
National Bank of North Carolina, as Trustee (incorporated by reference to
Exhibit 2.5 of Registrant's Form 8-A filed with the Commission on November 10,
1992; Commission File No. 0-16806).
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Exhibit 27.1
Financial Data Schedule (submitted electronically for SEC information only).
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