UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended March 31, 1999
Commission File Number: 000-20739
EAGLE BANCGROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
37-1353957
(IRS Employer Identification No.)
301 Fairway Drive, Bloomington, IL 61701
(309) 663-6345
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
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 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 __
As of May 10, 1999, there were 1,067,456 shares of the Registrant's
Common Stock, par value $.01 per share, outstanding.
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Eagle BancGroup, Inc.
Consolidated Statements of Condition
(amounts in thousands)
March 31, 1999 December 31, 1998
ASSETS
Cash and due from banks 2,956 1,084
Fed funds sold and overnight deposits 8,770 7,653
Investment securities 8,756 11,307
Mortgage backed securities 41,306 37,244
Federal Home Loan Bank stock 1,270 1,271
Loans, net 114,964 116,551
Premises and equipment 2,804 2,819
Other assets 2,121 2,172
------- -------
Total Assets 182,947 180,101
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits 137,109 134,091
FHLB advances 25,000 25,000
Other liabilities 1,304 1,313
------- -------
Total Liabilities 163,413 160,404
------- -------
Capital stock 13 13
Paid in capital 12,497 12,456
Retained earnings 11,345 11,189
Treasury stock (4,070) (3,817)
Accumulated other comprehensive income (251) (144)
------- -------
Total Stockholders' Equity 19,534 19,697
------- -------
Total Liabilities and
Stockholders' Equity 182,947 180,101
======= =======
Note: The balance sheet at December 31, 1998 has been derived from the
audited financial statements at that date but does not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See accompanying notes.
Eagle BancGroup, Inc.
Consolidated Statements of Income (unaudited)
(amounts in thousands except per share data)
For the Three Months Ended
March 31,
1999 1998
Interest income:
Interest and fees on loans 2,332 2,381
Investment securities and other
interest earning assets 241 285
Mortgage backed securities 532 378
Federal funds sold 52 49
----- -----
Total Interest Income 3,157 3,093
----- -----
Interest expense:
Deposits:
Passbook 124 139
MMDA and NOW 113 71
Certificates of deposit 1,417 1,519
Borrowings 316 328
----- -----
Total Interest Expense 1,970 2,057
----- -----
Net Interest Income Before
Provision for Loan Losses 1,187 1,036
Provision for loan losses 60 60
----- -----
Net Interest Income After
Provision for Loan Losses 1,127 976
Non-interest income:
Gains on loans sold 241 237
Other 102 82
----- -----
Total Non-Interest Income 343 319
Non-interest expense:
Salaries and employee benefits 630 568
Net occupancy expense 171 138
Federal deposit insurance expense 20 20
Data processing expense 85 67
Other 256 191
----- -----
Total Non-Interest Expense 1,162 984
Income Before Federal Income Tax 308 311
Federal income tax expense 108 110
----- -----
Net Income 200 201
----- -----
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising
during period - 55
Less: reclassification adjustment for
gains (losses) included in net income (107) 3
----- -----
Other comprehensive income (107) 58
----- -----
Comprehensive Income 93 259
===== =====
Per Share Data:
Basic Earnings Per Share 0.20 0.18
Diluted Earnings Per Share 0.20 0.18
Dividends Per Share 0.10 0.00
See accompanying notes.
Eagle BancGroup, Inc.
Consolidated Statements of Cash Flows (unaudited)
(amounts in thousands)
For the Three Months Ended
March 31,
1999 1998
Cash Flows from Operating Activities
Net income 200 201
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 60 60
Provision for depreciation 88 76
Amortization of premiums and discounts
on investment securities 25 (23)
Gains on securities sold, net - 5
Gains on loans sold, net (241) (237)
Compensation expense related to
ESOP shares 57 54
Compensation expense related to
MDRP shares 46 61
Proceeds from sale of loans
originated for sale 17,854 19,691
Loans originated for sale (18,098) (23,121)
Increase in accrued interest
receivable (30) (56)
Increase in accrued interest payable 13 39
Decrease in other assets 110 12
(Decrease) increase in other
liabilities (9) 18
------ ------
Net cash provided by (used in)
operating activities 75 (3,220)
Cash Flows from Investing Activities
Investment securities
Purchases (3,000) (7,584)
Proceeds from sales and maturities 5,500 3,000
Mortgage backed securities
Purchases (7,162) (6,779)
Proceeds from sales and maturities - 781
Principal collected 2,985 1,555
Purchase of FHLB stock - (63)
Principal collected on loans 14,665 18,573
Loans originated, net (12,646) (13,711)
Purchases of premises and equipment (73) (76)
------ ------
Net cash provided by (used in)
investing activities 269 (4,304)
Cash Flows from Financing Activities
Increase in savings, demand and NOW
accounts, net 3,010 2,450
Decrease in certificate accounts, net (5) (1,798)
Proceeds from FHLB advances - 9,000
Principal payments on FHLB advances - (1,000)
Dividends paid (107) -
Purchase of treasury stock (253) (10)
------ ------
Net cash provided by financing activities 2,645 8,642
Increase in cash and cash equivalents 2,989 1,118
Cash and cash equivalents at
beginning of period 8,737 5,014
------ ------
Cash and cash equivalents at
end of period 11,726 6,132
====== ======
See accompanying notes.
Eagle BancGroup, Inc.
Notes to Consolidated Financial Statements
1. Basis of Presentation
The unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and therefore do not include all information and
disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments which are, in the
opinion of management, necessary for a fair presentation of the results
for the periods reported, consisting only of normal recurring
adjustments, have been included in the accompanying consolidated
financial statements. Operating results for the three months ended
March 31, 1999 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1999. For further information,
refer to the consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended
December 31, 1998.
2. Earnings Per Share and Dividends
Basic earnings per share is computed by dividing net income for the
period by the weighted average number of common shares outstanding of
1,000,698 and 1,094,920 for the three months ended March 31, 1999 and
1998, respectively. Diluted earnings per share is computed by dividing
net income for the period by the weighted average number of common
shares and common share equivalents outstanding of 1,014,807 and
1,107,838 for the three months ended March 31, 1999 and 1998,
respectively. Common share equivalents assume exercise of stock
instruments and use of proceeds to purchase treasury stock at the
average market price for the period.
The Company has paid dividends at the rate of $.10 per share in each of
the last two quarters.
Eagle BancGroup, Inc.
Item 2. Management's Discussion and Analysis
RESULTS OF OPERATIONS
GENERAL: Eagle BancGroup, Inc. (the Company) recorded net income of
$200,000, or $.20 per share (basic), in the three months ended March 31,
1999 compared to $201,000, or $.18 per share (basic) in the same period
in 1998. Increased net interest income was offset by increased non-
interest expense in the first quarter of 1999 compared to the first
quarter of 1998 resulting in virtually no change in net income in the
two periods.
NET INTEREST INCOME: Net interest income increased to $1,187,000 in the
first quarter of 1999 from $1,036,000 in the first quarter of 1998.
Interest income increased to $3,157,000 from $3,093,000 and interest
expense decreased to $1,970,000 from $2,057,000 in the first quarter of
1999 compared to the same period in 1998. The net interest margin
increased to 2.72% from 2.45% and the interest rate spread increased to
2.32% from 1.93% in the first quarter of 1999 from the same period in
1998. The increase in core earnings was the result of the Company's
ability to decrease the cost of funds while maintaining the earning
asset yield even as interest rates in general declined.
The earning asset yield declined slightly to 7.24% in the first quarter
of 1999 from 7.31% in the first quarter of 1998. Average earning assets
increased to $176,927,000 in the first quarter of 1999 from $171,648,000
in the same period in 1998. The decline in the earning asset yield
relates to both the general decline in interest rates as well as changes
in the earning asset mix. Average loans decreased $6,033,000 while
average investments increased $11,312,000 comparing the first quarter of
1999 to the first quarter of 1998. The change in the earning asset mix
was due to the volume of residential mortgage loans refinanced and
subsequently sold with the sale proceeds temporarily reinvested in
short-term products. Average residential mortgage loans decreased over
$24,000,000 in the first quarter of 1999 from the first quarter of 1998
while commercial and commercial real estate loans increased over
$18,000,000 comparing the same periods. The yield on average loans
increased from 7.89% in the first quarter of 1998 to 8.13% in the first
quarter of 1999 due to the increased proportion of higher yielding
commercial and commercial real estate loans.
The yield on average investments decreased to 5.53% in the first quarter
of 1999 from 5.87% in the first quarter of 1998 due to the general
decline in interest rates and increased overnight and short-term
investments, the average balance of which increased almost $4,884,000 in
the first quarter of 1999 from the same period in 1998. Average
investment securities, primarily mortgage-backed pools, increased
$6,479,000 during the same periods due to an increase in deposit
balances.
The cost of funds decreased to 4.92% in the first quarter of 1999 from
5.38% in the first quarter of 1998 due to changes in the deposit mix, a
restructuring of the borrowed funds portfolio in 1998 and the general
decline in interest rates. Average deposits increased $5,979,000 in the
first quarter of 1999 from the same period in 1998 due to demand and
savings deposits, the average balance of which increased $8,041,000
during the same periods. The increase in demand and savings deposits
relates in part to the opening of the Company's new branch office in
Lexington, Illinois late in 1998. The cost of average demand and
savings deposits decreased to 2.71% in the first quarter of 1999 from
3.11% in the same period in 1998. The cost of average time deposits
also decreased from 5.91% in the first quarter of 1998 to 5.62% in the
same period in 1999. Overall, the cost of average total deposits
decreased to 4.88% in the first quarter of 1999 from 5.33% in the same
period in 1998 due to the decreased cost of both demand and savings
deposits and time deposits and the increased ratio of demand and savings
deposits to total deposits.
Average borrowed funds increased to $25,000,000 in the first quarter of
1999 from $23,623,000 in the same period in 1998 and the cost decreased
to 5.13% from 5.63% during the same periods. The decrease in the cost
of average borrowed funds contributed to the decline in the overall cost
of funds. Total average interest bearing liabilities increased to
$162,496,000 in the first three months of 1999 from $155,140,000 in the
first three months of 1998.
All loans contractually past due 90 days or more at March 31, 1999 were
classified as non-accrual. Interest income on these loans is recognized
only upon cash receipt and no interest income is accrued. At March 31,
1999, loans totaling $130,000 were classified as non-accrual. No
interest income has been recognized on these loans in 1999. Interest
income of $4,000 would have accrued had the loans not been past due 90
days or more.
PROVISION FOR LOAN LOSS: The provision for loan loss was $60,000 in the
first quarter of both 1999 and 1998. The provision is determined as the
amount necessary to maintain the allowance for loan losses at a level
deemed adequate to absorb estimated future losses inherent in the loan
portfolio. In the first three months of 1999, loans totaling $61,000
were charged against the allowance for loan losses and $4,000 was
credited to the allowance due to recoveries of loans previously charged
off. At March 31, 1999, the allowance for loan losses was $1,018,000,
or .88% of total loans, compared to $1,015,000, or .86% of total loans,
at December 31, 1998.
NON-INTEREST INCOME: Non-interest income increased to $343,000 in the
first three months of 1999 from $319,000 in the first three months of
1998 due to increased fees on deposit accounts and loans. Gains on
sales of residential mortgage loans increased to $241,000 in the first
quarter of 1999 from $237,000 in the first quarter of 1998 even though
proceeds from loan sales decreased from $19,691,000 in the first quarter
of 1998 to $17,854,000 in the first quarter of 1999.
NON-INTEREST EXPENSE: Non-interest expense increased to $1,162,000 in
the three months ended March 31, 1999 from $984,000 in the same period
in 1998 due primarily to increased salaries and employee benefits,
occupancy expense and legal expense. Salaries and employee benefits
expense increased $62,000 in the first quarter of 1999 from the same
period in 1998 due to increased mortgage officer commission expense,
increased benefit plan expense due to the Company's increased stock
price and other normal increases in employee costs. Occupancy expense
increased $33,000 in the first quarter of 1999 from the same period in
1998 due to increased depreciation expense and building and equipment
maintenance expenses related to the Lexington branch opening and recent
hardware and software upgrades. Legal expense increased $37,000 in the
first quarter of 1999 from the same period in 1998 due primarily to non-
recurring corporate legal fees.
In addition, data processing expense increased $18,000 in the first
quarter of 1999 from the first quarter of 1998 related to the new branch
opening, Y2K testing and the increased number of accounts processed.
Supplies and postage expense increased a combined $20,000 in the first
quarter of 1999 from the first quarter of 1998 due to a special Y2K
customer mailing and the new branch opening. As a percentage of average
assets, non-interest expense was 2.65% in the first quarter of 1999
compared to 2.54% in the first quarter of 1998.
INCOME TAX EXPENSE: The provision for income taxes was $108,000 in the
first quarter of 1999 compared to $110,000 in the same period in 1998.
The effective tax rate was 35% in both periods.
FINANCIAL CONDITION
Total assets increased to $182,947,000 at March 31, 1999 from
$180,101,000 at December 31, 1998 due to an increase in deposits, which
funded and increase in mortgage backed securities. Total mortgage
backed securities increased $4,062,000 to $41,306,000 at March 31, 1999
from December 31, 1998 due to both the increase in deposits and funds
from residential mortgage loan sales. Net loans decreased $1,567,000 as
decreased residential mortgage loan balances were partially offset by
increased commercial and commercial real estate loans. Deposits,
primarily demand and savings deposits, increased $3,018,000 a March 31,
1999 from December 31, 1998 due in part to the new branch opening.
Stockholders' equity decreased to $19,534,000, or 10.7% of total assets,
at March 31, 1999 from $19,697,000, or 10.9% of total assets, at
December 31, 1998. The decrease relates to the purchase of additional
shares for the treasury, payment of the Company's second dividend and a
decrease in accumulated other comprehensive income partially offset by
first quarter net income. Book value per share increased to $18.30 at
March 31, 1999 from $18.24 at December 31, 1998.
Savings institutions are required to maintain minimum capital levels
measured by the following ratios: Risk-based capital to risk weighted
assets ratio of 8.00%; Core capital to tangible assets ratio of 3.00%:
and Tangible core capital to adjusted tangible assets ratio of 1.50%.
The Company's institution subsidiary had ratios of 16.56%, 9.55% and
9.55%, respectively, at March 31, 1999 compared to 16.04%, 9.59% and
9.59%, respectively, at December 31, 1998.
Savings institutions are also required to maintain a minimum 4%
liquidity ratio measured as the ratio of cash, cash equivalents, short-
term investments and certain long-term investments to deposits and
certain borrowed funds. At March 31, 1999 the Company's savings
institution subsidiary had a liquidity ratio of 14.13% compared to
14.11% at December 31, 1998.
At March 31, 1999, funds committed for loan originations and loans in
process totaled $4,836,000 and unused lines of credit totaled
$8,495,000. Cash and cash equivalents, scheduled principal and interest
payments on loans, mortgage backed and investment securities, new
deposits and borrowed funds are sources of funds used to meet such
commitments. Funds are primarily invested in residential mortgage,
commercial, commercial real estate and direct consumer loans and
mortgage backed and investment securities. Funds are also used for
deposit interest payments, maturities and withdrawals.
YEAR 2000 READINESS DISCLOSURE
The Company formulated its initial Y2K compliance plan in September 1997
and has expanded, revised and updated the plan continually since that
time. The Office of Thrift Supervision (OTS), the Company's primary
regulator, continues to monitor the compliance effort via copies of plan
updates and with two on-site inspections, the second of which was during
the first quarter of 1999. To date, the OTS has approved the Company's
compliance plan and effort.
Specific Y2K compliance actions that occurred in the first quarter of
1999 include: completion of the initial round of software compliance
testing on the Company's third party data provider (conducted in
accordance with the provider's predetermined testing schedule for all
users); continued follow-up contacts to monitor compliance status of
third-party software vendors including installation of compliant
software upgrades and testing of such systems as allowed and deemed
necessary; distribution of a Y2K compliance disclosure to all of the
Company's customers; continued development of a comprehensive
contingency plan.
The initial round of software compliance testing on the primary third-
party data provider was completed in January 1999. A second round of
testing began in February 1999. Based on the Company's initial testing
and the results from all other users, which were distributed to all
users, the Company chose not to participate in the second round of
testing. Results from those users that did participate in the second
round will be available to the Company when the testing is complete in
the second quarter.
Direct costs related to the Y2K compliance effort incurred in the first
quarter of 1999 include $5,000 paid to the primary data provider related
to the software compliance testing and $5,000 for printing and
distribution of the Y2K compliance disclosure to all customers.
Additional direct expenses will be incurred in 1999. The Company's
third party network consultant may provide additional services at a cost
not expected to exceed $25,000. Compliance testing on third-party
software providers will be conducted at a cost not expected to exceed
$10,000.
The Company has also incurred indirect costs related to the Y2K
compliance effort, primarily salaries and benefits for the employees
involved with the testing and development of the contingency plan. The
Company estimates that approximately $20,000 of salary and benefit
expense for the first quarter could be allocated to the Y2K compliance
effort. This amount does not represent additional expense, rather a
reallocation of expense that would have been incurred even without the
Y2K compliance effort. With the completion of the software testing, a
lesser amount could be allocated to the Y2K compliance effort in the
second quarter of 1999.
In addition to the direct and indirect costs noted, the Company has also
invested over $200,000 in the last seven quarters upgrading hardware
following conversion to the current primary data provider in August
1997. Included in this total is additional hardware necessary to
support new teller and platform software that the Company began using at
one office in late 1998 and other offices in the first quarter of 1999.
This migration was planned at the time of the initial conversion. While
these events have assisted in the Company's compliance effort, the costs
involved are not associated with Y2K compliance because the data
conversion was necessary due to contractual considerations.
The Y2K problem is extremely complex and potentially impacts any
computer process. The Company believes its Y2K compliance effort will
be effective. However, since the Company relies on so many third
parties for various services, over which the Company has little or no
control, no reasonable assurance can be given that the Company will not
suffer a Y2K-related service interruption or incur potentially
significant unanticipated expenditures that could impact the financial
performance of the Company.
This analysis may contain certain forward-looking statements which are
based on management's current expectations regarding economic,
legislative and regulatory issues that may impact the Company's earnings
in future periods. Factors that could cause future results to vary
materially from current management expectations include, but are not
limited to, general economic conditions, changes in interest rates,
deposit flows, real estate values or competition, changes in accounting
principles, policies or guidelines, changes in legislation or regulation
and other economic, competitive, governmental, regulatory and technical
factors affecting the Company's operations, pricing, products and
services.
Eagle BancGroup, Inc.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk arises primarily from interest rate risk inherent in the
Company's lending, investing, deposit-taking and borrowing activities.
The varying levels of sensitivity to changes in market interest rates of
the Company's interest-earning assets, primarily loans and investments,
and interest-bearing liabilities, primarily deposits and borrowed funds,
create market risk. Evaluation of market risk is an integral component
of interest rate risk management.
Interest rate risk arises from the impact of changes in interest rates
on the Company's assets and liabilities. Successful management of
interest rate risk reduces the impact of such changes on the Company's
operations. Interest rate risk is managed through the evaluation of the
interest rate risk inherent in certain assets and liabilities, and the
determination of the appropriate risk level given the Company's business
plan, operating environment and capital and liquidity requirements.
Interest rate risk management guidelines are reviewed and approved
annually by the Board of Directors.
In December 1998, the Office of Thrift Supervision ("OTS") issued Thrift
Bulletin #13a ("TB 13a") concerning market risk and interest rate risk
management guidelines, primarily through the use of market value
analysis. The Company has incorporated the market value analysis
approach to interest rate risk measurement in its interest rate risk
policy. In addition, interest rate risk is measured and evaluated by
use of gap analysis and income simulation analysis.
The market value analysis utilized is produced by the OTS net portfolio
value ("NPV") model. Data provided by the Company's thrift subsidiary
in various regulatory reports is the primary basis for the NPV model,
which generates estimates of the amount of and changes in NPV over a
range of interest rate change scenarios. NPV is defined as the
difference between incoming and outgoing cash flows from assets,
liabilities and certain off-balance sheet contracts. The NPV ratio is
the NPV in a scenario divided by the present value of assets in the same
scenario.
The guidelines established in the interest rate risk policy include
maintaining a minimum 7% NPV ratio under any interest rate shock
scenario. At December 31, 1998, the NPV ratio ranged from 8.81% to
10.16% under interest rate shocks ranging from +300 basis points to -300
basis points. The NPV analysis for March 31, 1999 has not been received
from the OTS as of this date.
The OTS NPV model is the primary interest rate risk measurement but gap
analysis is also used. At March 31, 1999, the Company had a positive
one year cumulative gap of $19,775,000 compared to $15,120,000 at
December 31, 1998. In general, a positive gap is preferable in periods
when interest rates are expected to rise since more interest-earning
assets will reprice at higher rates than interest-bearing liabilities.
Gap analysis does have limitations arising from both assumptions
utilized in determining the repricing periods of certain assets and
liabilities and the uncertainty as to the probable response of assets
and liabilities to changes in interest rates. While gap analysis is
useful in analyzing the inter-relationship between the repricing of
assets and liabilities, the interest sensitivity of the assets and
liabilities is not measured. Assumptions used to determine the
repricing frequency of demand and savings deposits, which have no stated
maturity date, are critical to the effectiveness of the gap calculation.
The OTS NPV model also has limitations due to the assumption that
holdings of interest sensitive assets and liabilities will remain
constant in each interest rate shock scenario. In addition, actual
changes in market interest rates may not result in the yield and cost
changes assumed in the model. As such, the NPV measurements on a
specific date should be treated as an analysis of interest rate risk
exposure on that date and should not be use to forecast the effect of
changes in interest rates on the Company's results of operations.
The Company's interest rate risk strategies include emphasizing the
origination of short-term (under 5 years) commercial, commercial real
estate and direct consumer loans; selling all fixed-rate residential
mortgage loans at origination; classifying all investment securities as
available for sale; maintaining a portfolio of primarily adjustable-rate
or short-term, fixed-rate investment securities; utilizing medium-term
(five to ten year) FHLB advances as a funding alternative; emphasizing
lower rate, less interest sensitive demand and savings deposits.
The Company's exposure to market risk is lessened by not holding or
using any derivative instruments to manage interest rate risk. In
addition, the Company does not maintain a portfolio of trading account
securities. At March 31, 1999, the Company did have $4,186,000 in
residential mortgage loans held for sale. All loans comprising that
amount were previously sold to various secondary market investors and
were held for sale only due to the usual delay between the loan closing
date and the date funding is received from the investor. The market
risk exposure on these loans was not significant.
Eagle BancGroup, Inc.
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
Eagle BancGroup, Inc. filed a report on Form 8-K dated March 2, 1999.
The report consisted of a press release issued by Eagle BancGroup, Inc.
the same date in which Eagle disclosed that it would undertake a review
of strategic alternatives available to maximize shareholder value.
Trident Financial Corporation is advising Eagle as part of the review.
There were no financial statements included with the report.
The following exhibits are included herein:
(27) - Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DATE: May 13, 1999 /S/ Gerald A. Bradley
---------------------
GERALD A. BRADLEY
Chairman of the Board
DATE: May 13, 1999 /S/ Donald L. Fernandes
DONALD L. FERNANDES
President and
Chief Executive Officer