SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission File Number 0-26560
HARDIN BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 43-1719104
- ---------------------------------------- ---------------------------------------
State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization
2nd and Elm Street, Hardin, Missouri 64035
- ---------------------------------------- ---------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (660) 398-4312
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 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 ( )
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding at June 30, 1998
--------------------------- ----------------------------
Common stock, .01 par value 816,392
HARDIN BANCORP, INC. AND SUBSIDIARIES
CONTENTS
Page
----
PART I
FINANCIAL INFORMATION
Item 1.
Unaudited Financial Statements
Consolidated Balance Sheets........................................... 1
Consolidated Statements of Earnings................................... 2
Consolidated Statement of Stockholders' Equity........................ 3
Consolidated Statements of Cash Flows................................. 4-5
Notes to Consolidated Financial Statements............................ 6
Item 2.
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................................................ 7-9
PART II
OTHER INFORMATION......................................................... 10
Signatures................................................................ 11
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited) (Audited)
June 30, 1998 March 31, 1998
------------- --------------
Assets
------
Cash ........................................... $ 621,990 $ 556,927
Interest bearing deposits ...................... 3,925,752 3,224,874
Investment securities:
Held-to-maturity ............................. 10,000,000 10,000,000
Available-for-sale ........................... 29,754,833 22,656,010
Mortgage-backed securities:
Held-to-maturity ............................. 10,395,906 10,995,511
Available-for-sale ........................... 7,888,106 8,019,725
Loans receivable, net .......................... 65,521,803 61,273,984
Accrued interest receivable on:
Investment securities ........................ 451,471 359,601
Mortgage-backed securities ................... 127,932 133,459
Loans receivable ............................. 445,588 395,138
Real estate owned .............................. 0 0
Premises and equipment ......................... 1,865,546 1,725,383
Stock in Federal Home Loan Bank (FHLB)
of Des Moines, at cost ....................... 1,975,000 1,475,000
Prepaid expenses and other assets .............. 346,378 276,492
------------ ------------
Total assets ................................... $133,320,305 $121,092,104
============ ============
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits ..................................... $ 79,007,027 $ 76,884,462
Advances from borrowers for property
taxes and insurance ........................ 426,456 264,317
Advances from FHLB ........................... 39,500,000 29,500,000
Accrued interest payable ..................... 66,400 56,149
Income taxes payable:
Current .................................... 191,111 323,520
Deferred ................................... 31,923 15,000
Accrued expenses and other liabilities ....... 625,657 571,084
------------ ------------
Total liabilities .............................. 119,848,574 107,614,532
------------ ------------
Stockholders' equity:
Common stock, $.01 par value; 3,500,000 shares
authorized, 1,058,000 shares issued ........ 10,580 10,580
Serial preferred stock, $.01 par value;
500,000 shares authorized, none issued or
outstanding ................................ 0 0
Additional paid in capital ................... 10,165,436 10,165,436
Retained earnings ............................ 7,560,919 7,482,320
Unrealized loss on available for sale
securities, net ............................ (69,511) (98,326)
Unearned employee stock ownership plan ....... (518,280) (518,280)
Deferred recognition and retention plan ...... (304,074) (327,011)
Treasury stock (241,608 and 234,440, shares at
cost, respectively) ........................ (3,373,339) (3,237,147)
------------ ------------
Total stockholders' equity ..................... 13,471,731 13,477,572
------------ ------------
Total liabilities and stockholders' equity ..... $133,320,305 $121,092,104
============ ============
See accompanying notes to consolidated financial statements.
1
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Earnings
For the Three Months Ended
June 30, 1998 and 1997
(Unaudited)
1998 1997
---------- ----------
Interest income:
Loans receivable ............................. $1,307,251 $1,152,107
Mortgage-backed securities ................... 283,477 313,385
Investment securities ........................ 569,461 395,622
Other ........................................ 64,656 93,517
---------- ----------
Total interest income .......................... 2,224,845 1,954,631
---------- ----------
Interest expense:
Deposits ..................................... 980,205 916,570
FHLB advances ................................ 458,054 291,951
---------- ----------
Total interest expense ......................... 1,438,259 1,208,521
---------- ----------
Net interest income ............................ 786,586 746,110
Provision for loan losses ...................... 15,000 39,000
---------- ----------
Net interest income after provision
for loan losses .............................. 771,586 707,110
---------- ----------
Non-interest income:
Service charges .............................. 77,103 24,632
Loan servicing fees .......................... 7,979 8,153
Gain on sale of loans held for sale .......... 14,998 2,484
Gain on sale of real estate owned ............ 0 4,105
Gain on sale of investments and
mortgage-backed securities ................. 12,602 44,431
Other ........................................ 17,393 29,998
---------- ----------
Total non-interest income ...................... 130,075 113,803
---------- ----------
Non-interest expense:
Compensation and benefits .................... 325,723 272,803
Occupancy and equipment ...................... 57,236 29,647
Federal insurance premiums ................... 11,942 11,013
Data processing .............................. 34,996 23,787
Real estate owned ............................ 0 1,043
Other ........................................ 183,533 116,692
---------- ----------
Total non-interest expense ..................... 613,430 454,985
---------- ----------
Earnings before income taxes ................... 288,231 365,928
Income tax expense ............................. 102,593 135,212
---------- ----------
Net earnings ................................... $ 185,638 $ 230,716
========== ==========
Net earnings per share:
Basic ........................................ $ 0.24 $ 0.29
Diluted ...................................... 0.23 0.28
========== ==========
See accompanying notes to consolidated financial statements.
2
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
For the Three Months Ended June 30, 1998
(Unaudited)
Unearned
Unrealized Employee
Additional Gain or (loss) Stock Total
Common Paid-in Retained on Ownership Deferred Treasury Stockholders'
Stock Capital Earnings Securities, net Plan RRP Stock Equity
------ ---------- -------- --------------- --------- -------- -------- -------------
Balance at March 31, 1998 .... $10,580 10,165,436 7,482,320 (98,326) (518,280) (327,011) (3,237,147) 13,477,572
Net earnings ................. 0 0 185,638 0 0 0 0 185,638
Change in net unrealized loss
on securities available
for sale, net of tax ....... 0 0 0 28,815 0 0 0 28,815
Repurchase of common stock ... 0 0 0 0 0 0 (136,192) (136,192)
Amortization of recognition
and retention plan ......... 0 0 0 0 0 22,937 0 22,937
Dividends declared
($.14 per share) ........... 0 0 (107,039) 0 0 0 0 (107,039)
------- ---------- --------- ------- -------- -------- ---------- ----------
Balance at June 30, 1998 ..... 10,580 10,165,436 7,560,919 (69,511) (518,280) (304,074) (3,373,339) 13,471,731
======= ========== ========= ======= ======== ======== ========== ==========
See accompanying notes to consolidated financial statements.
3
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Three Months Ended June 30, 1998 and 1997
(Unaudited)
1998 1997
------------ -----------
Operating Activities:
Net Earnings ...................................... $ 185,638 230,716
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Provision for losses on loans ................. 15,000 39,000
Depreciation .................................. 32,813 16,327
Premium accretion and amortization
of discounts and deferred loan fees, net .... (162,154) 15,586
Net (gain)/loss on sale of loans and investment
and mortgage-backed securities .............. (27,600) 0
Gain on real estate owned ..................... 0 (4,105)
Proceeds from sale of loans ................... 393,580 0
Origination of loans held for sale ............ (842,830) 0
Amortization of deferred Recognition
and Retention Plan (RRP) .................... 22,937 21,172
Changes in asset and liabilities:
Interest receivable ......................... (136,793) 94,669
Other assets ................................ (69,886) 10,334
Accrued interest payable .................... 10,251 24,258
Accrued expense and other liabilities ....... 54,597 61,859
Income taxes payable ........................ (132,409) 87,668
------------ -----------
Net cash (used in) provided by operating activities (656,856) 597,484
------------ -----------
Investing Activities:
Net increase in loans receivable ................ (4,270,943) (1,196,332)
Proceeds from sales of loans .................... 468,870 0
Principal payments on mortgage-backed and
related securities:
Available-for-sale .......................... 393,686 254,883
Held-to-maturity ............................ 588,226 382,436
Purchase of investment securities
available-for-sale ............................ (13,942,348) (3,148,453)
Proceeds from maturities of investment securities
Available-for-sale ............................ 6,000,000 4,000,000
Proceeds from sales of investment securities .. 816,833 98,537
Purchase of stock in FHLB of Des Moines ....... (500,000) (250,000)
Proceeds from sales of real estate owned ...... 0 107,515
Purchase of office properties and equipment ... (172,976) (29,367)
------------ -----------
Net cash (used in) provided by investing activities $(10,618,652) 219,219
------------ -----------
4
Hardin Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Three Months Ended June 30, 1998 and 1997
(Unaudited)
1998 1997
------------ -----------
Financing Activities:
Net increase in savings deposits ................ 2,122,565 3,965,127
Proceeds from FHLB advances ..................... 10,000,000 10,000,000
Repayments of FHLB advances ..................... 0 (10,000,000)
Net increase in advances from borrowers for
taxes and insurance ........................... 162,139 118,187
Payment of dividends ............................ (107,063) (85,936)
Purchase of treasury stock ...................... (136,192) 0
------------ -----------
Net cash provided by financing activities ......... 12,041,449 3,997,378
------------ -----------
Increase in cash .................................. 765,941 4,814,081
Cash at beginning of period ....................... 3,781,801 4,265,909
------------ -----------
Cash at end of period ............................. 4,547,742 9,079,990
------------ -----------
Supplemental disclosure of cash flow information:
Cash paid for:
Interest ...................................... $ 1,428,008 1,184,263
Income taxes, net of refunds .................. $ 235,002 47,544
Noncash investing and financing:
Dividends declared and payable .................. $ 114,295 95,483
See accompanying notes to consolidated financial statements.
5
HARDIN BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements of Hardin
Bancorp, Inc. and subsidiaries have been prepared in accordance with
instructions for Form 10-QSB. To the extent that information and footnotes
required by generally accepted accounting principles for complete financial
statements are contained in the audited financial statements included in
the Holding Company's Annual Report for the year ended March 31, 1998, such
information and footnotes have not been duplicated herein. In the opinion
of management, all adjustments, consisting only of normal recurring
accruals, which are necessary for the fair presentation of the interim
financial statements have been included. The statement of earnings for the
three month period ended June 30, 1998 are not necessarily indicative of
the results which may be expected for the entire year. The March 31, 1998
consolidated balance sheet has been derived from the audited consolidated
financial statements as of that date.
(2) Earnings Per Share
Basic earnings per share excludes dilution and is computed by dividing
income available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted earnings per share
includes the effect of potential dilutive common shares (stock options)
outstanding during the period. All per share data has been restated to
reflect the adoption of SFAS No. 128.
For the three months ended June 30, 1998 the only difference between basic
and diluted earnings per share lies in the computation of the weighted
average shares outstanding. The diluted weighted average shares includes
36,350 shares as a result of the assumption that stock options granted by
the Company had been exercised.
(3) Comprehensive Income
On April 1, 1998 the Company adopted SFAS No. 130, "Reporting Comprehensive
Income" which requires the reporting of comprehensive income and its
components. Comprehensive income is defined as the change in equity from
transactions and other events and circumstances from non-owner sources and
excludes investments by and distributions to owners. Comprehensive income
includes net income and other items of comprehensive income meeting the
above criteria. The Company's only component of other comprehensive income
is the unrealized holding gains and losses on available for sale
securities.
For the three months ended
June 30,
--------------------------
1998 1997
-------- --------
Net income ................................... $186,000 $231,000
Change in unrealized security loss, net ...... 32,000 110,000
-------- --------
Comprehensive ................................ $218,000 $341,000
-------- --------
6
HARDIN BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
- -------
Hardin Bancorp, Inc. (the "Company") was incorporated under the laws of the
state of Delaware to become a savings bank holding company with Hardin Federal
Savings Bank (the "Bank") of Hardin, Missouri, as its subsidiary. The holding
company was incorporated at the direction of the Board of Directors of the Bank,
and on September 28, 1995, acquired all of the capital stock of the Bank upon
its conversion from mutual to stock form (the "conversion"). Prior to the
conversion, the holding company did not engage in any material operations.
Hardin Federal Savings Bank was originally founded in 1888 as a Missouri
chartered savings and loan association located in Hardin, Missouri. On March 21,
1995, the Bank's members voted to convert the Bank to a Federal mutual charter.
The Bank conducts its business through its main office in Hardin, Ray County,
and two full service branch offices located in Richmond, Ray County, and
Excelsior Springs, Clay County, Missouri. Deposits are insured by the Federal
Deposit Insurance Corporation (FDIC) to the maximum allowable.
The Bank is principally engaged in the business of attracting retail savings
deposits from the general public and investing those funds in first mortgage
loans on owner occupied, single-family residential loans, commercial real estate
loans, mortgage-backed securities, U.S. Government and agency securities, and
insured interest bearing deposits. The Bank also originates consumer loans for
the purchase of automobiles, home improvement, and home equity lines of credit.
The most significant outside factors influencing the operations of the Bank and
other financial institutions include general economic conditions, competition in
the local market place and the related monetary and fiscal policies of agencies
that regulate financial institutions. More specifically, the cost of funds
primarily consisting of insured deposits is influenced by interest rates on
competing investments and general market rates of interest, while lending
activities are influenced by the demand for real estate financing and other
types of loans, which in turn is affected by the interest rates at which such
loans may be offered and other factors affecting loan demand and funds
availability.
The deposits of the Bank are insured by the Savings Association Insurance Fund
(SAIF), which together with the Bank Insurance Fund (BIF), are the two insurance
funds administered by the FDIC.
FINANCIAL CONDITION
- -------------------
Consolidated assets of Hardin Bancorp, Inc. were $133,320,305 as of June 30,
1998, as compared to $121,092,104 on March 31, 1998, an increase of $12,228,201.
The increase was primarily funded by an increase in deposits of $2,122,565 and
an increase in advances from the Federal Home Loan Bank of Des Moines in the
amount of $10,000,000.
The 10.1% growth rate of assets for the quarter is ahead of the Company's growth
objectives. The funds were used to purchase investment securities, interest
bearing deposits and to fund loan growth.
Loans receivable, net, increased to $65,521,803 on June 30, 1998 from
$61,273,984 on March 31, 1998, an increase of $4,247,819. Mortgage-backed
securities decreased $731,224 to $18,284,012 on June 30, 1998, from $19,015,236
on March 31, 1998. The decrease in mortgage-backed securities and the increase
in loans reflect the Bank's plan to increase the loan portfolio and decrease
mortgage-backed securities.
Cash, interest bearing deposits, and investment securities increased $7,864,764
from $36,437,811 on March 31, 1998, to $44,302,575 on June 30, 1998. The
increase was primarily funded by an increase in savings deposits and FHLB
advances.
Deposits totaled $79,007,027 on June 30, 1998, an increase of $2,122,565 from
$76,884,462 on March 31, 1998. The increase in deposits is primarily due to a
successful special certificate of deposit promotion and the Bank's high
performance checking account program.
Stockholders' equity was $13,471,731 on June 30, 1998, compared to $13,477,572
on March 31, 1998. The small change in stockholders' equity was the result of an
increase in retained earnings, which was offset by the acquisition of 7,168
shares of treasury stock at an aggregate purchase price of $136,192 or $19.00
per share.
7
RESULTS OF OPERATIONS
- ---------------------
Net earnings for the Company's first fiscal quarter ended June 30, 1998 were
$185,638 compared to $230,716 for the comparable quarter in 1997. The decrease
was due to an increase in non-interest expense associated primarily with the
addition of employees to staff the new Richmond branch office and other
additional expenses related to the opening of the facility on March 31, 1998.
Basic earnings per share for the quarter ended June 30, 1998 were $0.24 per
share while diluted earnings per share were $0.23. Basic earnings per share were
calculated based on 763,500 average shares outstanding and diluted earnings per
share were calculated based on 800,222 average shares outstanding. Basic
earnings per share for the comparable quarter ended June 30, 1997 were $0.29 per
share while diluted earnings per share were $0.28. Basic earnings per share were
calculated based on 795,680 average shares outstanding and diluted earnings per
share were calculated based on 812,574 average shares outstanding.
Net interest income after provision for loan losses for the quarter ended June
30, 1998 was $771,586 compared to $707,110 for the quarter ended June 30, 1997,
an increase of $64,476. This increase was a result of interest income increasing
$270,214 from $1,954,631 in 1997 to $2,224,845 in 1998 while interest expense
increased $229,738 from $1,208,521 in 1997 to $1,438,259 in 1998. The increases
in interest income and interest expense are both due to increases in the average
balance of interest-earning assets and interest-bearing liabilities.
Non-interest income increased from $113,803 for the quarter ended June 30, 1997
to $130,075 for the quarter ended June 30, 1998. The increase was due to higher
service charge income and gains realized on the sale of loans partially offset
by lower gains on the sale of real estate owned, investments and mortgage-backed
securities. Other non-interest income declined due to reduced income generated
by the Bank's service corporation.
The Company's non-interest expense for the three months ended June 30, 1998 was
$613,430 compared to $454,985 for the comparable quarter in 1997. The increase
was due to higher compensation and benefits expense, higher data processing
expense, higher occupancy and equipment expense, and other non-interest expense
primarily a result of the new branch office in Richmond and costs related to the
Bank's high performance checking program.
PROVISION FOR LOAN LOSSES
- -------------------------
The provision for loan losses is based on the periodic analysis of the loan
portfolio by management. In establishing the provision, management considers
numerous factors including general economic conditions, loan portfolio
condition, prior loss experience, and independent analysis. The provision for
loan losses for the three months ended June 30, 1998, was $15,000. Based upon
the analysis of the addition to established allowances and the composition of
the loan portfolio, management concluded that the allowance is adequate. While
current economic conditions in the Bank's market are stable, future conditions
will dictate the level of future allowances for losses on loans.
NONPERFORMING ASSETS
- --------------------
On June 30, 1998, non-performing assets were $180,754 compared to $231,577 on
March 31, 1998. On June 30, 1998, the Bank's allowance for loan losses was
$262,710, or 145% of non-performing assets compared to $247,710, or 107% on
March 31, 1998.
Loans are considered non-performing when the collection of principal and/or
interest is not probable, or in the event payments are more than 90 days
delinquent.
The allowance for loan losses was .40% of total loans as of June 30, 1998 and at
March 31, 1998.
8
CAPITAL RESOURCES
- -----------------
The Bank is subject to three capital to asset requirements in accordance with
Office of Thrift Supervision (OTS) regulations. The following table is a summary
of the Bank's regulatory capital requirements versus actual capital as of June
30, 1998.
Actual Required Excess
Amount/Percent Amount/Percent Amount/Percent
-------------- -------------- --------------
Tangible Capital ........... $11,643/08.82% $2,329/2.00% $9,314/06.82%
Core Leverage Capital ...... $11,643/08.82% $4,657/4.00% $6,986/04.82%
Risk-based Capital ......... $11,906/21.68% $4,392/8.00% $7,514/13.68%
LIQUIDITY
- ---------
The Bank's principal sources of funds are deposits, principal and interest
payments on loans, deposits in other insured institutions, and investment
securities. While scheduled loan repayments and maturing investments are
relatively predictable, deposit flows and early loan payments are more
influenced by interest rates, general economic conditions and competition.
Additional sources of funds may be obtained from the Federal Home Loan Bank of
Des Moines by utilizing numerous available products to meet funding needs.
The Bank is required to maintain minimum levels of liquid assets as defined by
regulations. The required percentage is currently four percent of net
withdrawable savings deposits and borrowings payable on demand or in one year or
less. The Bank has maintained its liquidity ratio at levels exceeding the
minimum requirement. The eligible liquidity ratio at June 30, 1998 was 48.21%.
In light of the competition for deposits, the Bank may utilize the funding
sources of the Federal Home Loan Bank of Des Moines (FHLB) to meet loan demand
in accordance with the Bank's growth plans. The wholesale funding sources may
allow the Bank to obtain a lower cost of funding and create a more efficient
liability match to the respective assets being funded.
For purposes of the cash flows, all short-term investments with a maturity of
three months or less at the date of purchase are considered cash equivalents.
Cash and cash equivalents for the periods ended June 30, 1998 and 1997 were
$4,547,742 and $9,079,990, respectively. The decrease was primarily due to an
increase in net cash used in investing activities.
Net cash provided by financing activities increased from $3,997,378 for the
three months ended June 30, 1997 compared to $12,041,449 for the three months
ended June 30, 1998.
RECENT ACCOUNTING DEVELOPMENTS
- ------------------------------
The Financial Accounting Standards Board (FASB) issued SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities, in June 1998. SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. This statement is effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. Management believes
adoption of SFAS No. 133 will not have a material effect on the Company's
financial position or results of operations, nor will adoption require
additional capital resources
YEAR 2000 COMPLIANCE
- --------------------
The Company utilizes and is dependent upon data processing systems and software
to conduct its business. The data processing systems and software include those
developed and maintained by the Company's data processor and purchased software
which is run on in-house computer networks. In 1997 the Company initiated a
review and assessment of all hardware and software to confirm that it will
function properly in the year 2000. The Company's data processor and those
vendors, which have been contacted, have indicated that their hardware and/or
software will be Year 2000 compliant by the end of 1998. This will allow time
for the testing for compliance. While there may be some expenses incurred during
the next two years, it is not expected to have a material effect on the
Company's consolidated financial condition or results of operations.
9
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
--------------------------------
Exhibits:
27 -- Financial Data Schedule
Reports on Form 8-K:
None.
10
SIGNATURES
Pursuant to the requirement 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.
HARDIN BANCORP, INC.
Registrant
Date: August 14, 1998 Robert W. King
--------------- -----------------------------------
Robert W. King, President and Chief
Executive Officer (Duly Authorized
Officer)
Date: August 14, 1998 Karen K. Blankenship
--------------- -----------------------------------
Karen K. Blankenship, Senior Vice
President and Secretary (Principal
Accounting Officer)
11