As Filed with the Securities & Exchange Commission on August 11, 2000
SECURITIES & EXCHANGE COMMISSION
--------------------------------
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 June 30, 2000.
-------------
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from _______________ to
________________
SEC File Number: 0-30106
-------
PACIFIC CONTINENTAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
OREGON 93-1269184
----------------------------------- ------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
111 West 7th Avenue
Eugene, Oregon 97401
(address of Principal Executive Offices) (Zip Code)
(541) 686-8685
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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___ No X
-
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Common Stock, $1.00 par value, outstanding as of July 31, 2000: 4,535,621
---------
PACIFIC CONTINENTAL CORPORATION
FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
-----------------
PART I FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Statements of Income:
Six months ended June 30, 2000 and June 30, 1999 3
Consolidated Statements of Comprehensive Income
Six months ended June 30, 1999 and June 30, 1998 4
Consolidated Balance sheets:
June 30, 2000, December 31, 1999 and June 30, 1999 5
Consolidated Statements of Cash Flows:
Six months ended June 30, 2000 and June 30, 1999 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Market Risk and Balance Sheet Management 10
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 12
Item 5. Other Information none
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
Page 2
PART I
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF INCOME
Amounts in $1,000's
(Unaudited)
Quarter ended June 30, Year to date June 30,
2000 1999 2000 1999
----------------- --------------------
Interest income
Loans $5,919 $5,004 $11,532 $ 9,798
Securities 517 466 1,068 930
Dividends on Federal Home Loan Bank stock 35 37 70 75
Federal funds sold 9 6 19 15
----------------- --------------------
6,480 5,513 12,689 10,818
----------------- --------------------
Interest expense
Deposits 1,944 1,338 3,655 2,655
Federal Home Loan Bank borrowings 199 151 391 301
Federal funds purchased 161 90 289 208
----------------- --------------------
2,303 1,579 4,335 3,164
----------------- --------------------
Net interest income 4,177 3,934 8,354 7,654
Provision for loan losses 550 200 700 500
----------------- --------------------
Net interest income after provision 3,639 3,734 7,666 7,154
----------------- --------------------
Noninterest income
Service charges on deposit accounts 256 217 501 455
Other fee income, principally bankcard 412 372 792 666
Loan servicing fees 76 150 120 296
Mortgage banking income and gains
on loan sales 84 310 180 567
Gain (loss) on sale of securities (17) 16 (24) 16
Other noninterest income 68 56 141 118
----------------- --------------------
879 1,121 1,710 2,118
----------------- --------------------
Noninterest expense
Salaries and employee benefits 1,464 1,387 2,928 2,706
Premises and equipment 283 315 578 617
Bankcard processing 343 263 656 479
Business development 311 180 514 342
Other noninterest expense 773 486 1,226 929
----------------- --------------------
3,173 2,631 5,901 5,073
----------------- --------------------
Income before income taxes 1,334 2,224 3,463 4,199
Provision for income taxes 541 859 1,363 1,619
----------------- --------------------
Net income $ 793 $1,365 $ 2,099 $ 2,580
----------------- --------------------
Page 3
Earnings per share
Basic $0.17 $0.28 $0.46 $0.54
----------------- -----------------
Diluted $0.17 0.28 $0.46 0.53
----------------- -----------------
Weighted average shares outstanding
Basic 4,535 4,829 4,556 4,818
Common stock equivalents
attributable to stock options 14 44 22 44
----------------- -----------------
Diluted 4,549 4,857 4,578 4,820
----------------- -----------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Amounts in $1,000's
(Unaudited)
Quarter ended Year to date
June 30, June 30,
2000 1999 2000 1999
------------------- ---------------------
Net income $ 793 $ 1,365 $ 2,099 $ 2,580
------------------- ---------------------
Unrealized gains (losses) on Investment Securities
Unrealized gains (losses) arising during the period (219) (304) (333) (466)
Reclassification for (gains) losses included in
statement of income 17 (16) 24 (16)
------------------- ---------------------
(202) (320) (309) (482)
Income tax (expense) benefit 78 123 119 185
------------------- ---------------------
Net unrealized gains (losses) on securities
available for sale (124) (197) (190) (297)
------------------- ---------------------
Comprehensive Income $ 669 $ 1,168 $ 1,909 $ 2,283
------------------- ---------------------
Page 4
CONSOLIDATED BALANCE SHEETS
Amounts in $1,000's
(Unaudited)
June 30, December, 31, June 30,
2000 1999 1999
-------------------------------------------
Assets
Cash and due from banks $ 15,533 $ 9,269 $ 11,692
Federal funds sold 826 683 618
-------------------------------------------
Total cash and cash equivalents 16,359 9,952 12,310
Securities available-for-sale 29,172 34,850 31,108
Loans held for sale 2,770 2,767 8,178
Loans, less allowance for loan losses 230,152 206,765 185,594
Interest receivable 1,554 1,553 1,362
Federal home loan bank stock 2,191 2,156 2,079
Property, net of accumulated depreciation 12,346 11,764 11,040
Deferred income taxes 713 594 278
Other assets 753 687 789
-------------------------------------------
Total assets 296,010 271,088 252,738
-------------------------------------------
Liabilities and stockholders' equity
Deposits
Noninterest-bearing demand 67,637 62,532 59,241
Savings and interest-bearing checking 111,610 108,757 104,199
Time $100,000 and over 38,832 27,568 17,067
Other time 31,077 25,318 29,923
-------------------------------------------
249,156 224,175 210,430
-------------------------------------------
Federal funds purchased 5,000 5,800 1,800
Federal Home Loan Bank term advances 13,000 13,000 11,000
Accrued interest and other liabilities 1,337 1,002 603
-------------------------------------------
Total liabilities 268,493 243,977 223,833
-------------------------------------------
Stockholders' equity
Common stock 4,536 4,596 4,831
Surplus 14,042 14,135 14,770
Retained earnings 9,623 8,874 9,509
Accumulated other comprehensive loss (684) (494) (205)
-------------------------------------------
Total stockholders' equity 27,517 27,111 28,905
-------------------------------------------
$296,010 $271,088 $252,738
-------------------------------------------
Page 5
CONSOLIDATED STATEMENTS OF CASH FLOWS
Amounts in $1,000's
(Unaudited)
For six months ended June 30,
2000 1999
---------------- -------------
Cash flows from operating activity:
Net income $ 2,099 $ 2,580
Adjustments to reconcile net income to net cash provided
By operating activities
Depreciation 360 368
Amortization 77 77
Provision for loan losses 700 500
Deferred income taxes (42) (158)
Origination of loans held for sale (8,724) (20,158)
Proceeds from sale of loans held for sale 8,721 19,743
Gain on sales of loans - (224)
(Gain) loss on sales of securities 24 (16)
Stock dividends from federal home loan bank (70) 75
Change in interest receivable and other assets (186) (775)
Change in payables and other liabilities 335 (287)
Other adjustments (145) (204)
--------- ---------
Net cash provided by operating activities 3,149 1,371
--------- ---------
Cash flows from investing activities
Proceeds from sales and maturities of securities 6,204 9,750
Purchase of securities (593) (9,789)
Loans made net of principal collections (24,086) (11,931)
Proceeds from sales of loans - 3,748
Purchase of property (944) (693)
--------- ---------
Net cash used in investing activities (19,419) (8,915)
--------- ---------
Cash flows from financing activities
Net increase in deposits 24,981 16,102
Increase (decrease) in fed funds purchased (800) (6,800)
Repurchase of shares (987) -
Proceeds from stock options exercised 164 190
Dividends paid, net of reinvestment (681) (628)
--------- ---------
Net cash provided by financing activities 22,677 8,864
--------- ---------
Net increase (decrease) in cash and cash equivalents 6,407 1,320
Cash and cash equivalents, beginning of period 9,952 10,990
--------- ---------
Cash and cash equivalents, end of period $ 16,359 $ 12,310
--------- ---------
Page 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The following discussion contains a review of Pacific Continental Corporation
(the "Company") and its wholly-owned subsidiary Pacific Continental Bank (the
"Bank") operating results and financial condition for the second quarter of
2000. When warranted, comparisons are made to the same period in 1999 and to the
previous year ended December 31, 1999. The discussion should be read in
conjunction with the financial statements (unaudited) contained elsewhere in
this report. The reader is assumed to have access to the Company's Form 10-K and
portions of the Annual Report to Shareholders incorporated into the 10-K for the
previous year ended December 31, 1999, which contains additional statistics and
explanations. All numbers, except per share data, are expressed in thousands of
dollars.
This discussion may contain certain forward-looking statements, which are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
stated. Readers are cautioned not to place undue reliance on these forward-
looking statements.
Subsequent Events: Subsequent to the end of the quarter, Chairman of the Board,
Kevin G. Murphy passed away. At the August 8, 2000 Board of Directors meeting,
the Board elected current director Robert A. Ballin as the new Chairman.
Highlights
Net income in the second quarter 2000 was $793, a decrease of 42% from second
quarter 1999 income of $1,365. Return on average assets and return on average
equity in the current quarter were 1.11% and 11.40% respectively as compared to
2.20% and 18.82% in the same quarter one year ago.
For the first six months of 2000 the Company earned $2,099 a 19% decline from
six month 1999 earnings of $2,580. Per share earnings on a diluted basis for the
first six months of 2000 and 1999 were $0.46 and $0.53, respectively, a decline
of 13%. Average shares outstanding for the first six months of 2000 were
4,555,664 compared to 4,817,987 for the same period one year ago. The decline
resulted from the Company's share repurchase plan instituted in June 1999.
Comparing the first six months of 2000 to the same period in 1999, return on
average assets was 1.50% and 2.12%, while return on average equity decreased to
15.19% from 18.20%.
At June 30, 2000 total assets were $296,010 or 9% more than December 31, 1999
and 17% more than June 30, 1999.
On June 12, 2000, the Bank opened its tenth banking office, located on West 11
/th/ Avenue in Eugene, Oregon. On July 3, 2000, the Company commenced trading on
the NASDAQ National Market System under the symbol PCBK.
Results of Operations
Net Interest Income
Net interest income is the primary source of the Company's revenue. For the
quarter ended June 30, 2000, net interest income, prior to the provision for
loan loss, totaled $4,177 a 6% increase from the same period in 1999. Average
earning assets increased 15%. Net interest income for the current quarter as a
percent of earning assets was 6.43% down from 6.94% for the same period in 1999.
Overall, the cost of liabilities rose faster than the yield on earning assets.
The cost of liabilities was up 0.76%, while the yield on earning assets
increased 0.25%. Liability costs increased due to the use of higher rate funding
sources to fund the growth in earning assets. Yields on earning assets did not
increase as rapidly due to lower loan fees, down
Page 7
$75 or 0.12% of average earning assets combined with higher levels of
nonperforming loans during the second quarter. Interest lost on nonaccrual loans
was approximately $65 or 0.10% of average earning assets.
Net interest income for the first six months showed results similar to the
quarter to quarter comparison. For the first six months of 2000, net interest
income, prior to the provision for loan loss, totaled $8,354, an increase of 9%
over $7,654 for the same period in 1999. Year-to-date average earning assets
increased 14% as compared to the same period in 1999. However, net interest
income as a percent of earning assets declined from 6.91% in 1999 to 6.55% in
2000. This decline results from rates on interest bearing liabilities rising
faster than loan yields. A rate volume analysis indicates that net interest
income increased by $963 due to higher volumes, which was offset by a decline in
net interest income of $263 due to rates.
Provision for Loan Losses
Below is a summary of the Company's allowance for loan losses for the first six
months of 2000.
2000
-------
Balance, December 31, 1999 $ 2,448
Provision charged to income 700
Loans charged off 1,149
Recoveries credited to allowance 10
-------
Balance, June 30, 2000 $ 2,009
=======
The second quarter 2000 provision for loan losses was $550 compared to $200 for
the same quarter last year. Year-to-date June 30, 2000 loan loss provision was
$700 compared to $500 for the same period in 1999. The higher provision in the
second quarter was due to increased loan losses. Net charge offs were $485 in
the second quarter 2000 and $654 in the first quarter of 2000. This compares to
net charge offs of $54 in the second quarter of 1999 and $38 in the first
quarter of 1999. At March 31, 2000, the Company classified two loans totaling
$1,919 as impaired and assigned a valuation allowance of $380. During the second
quarter, the Company incurred actual net losses on these two loans of $362. In
addition, during the current quarter, the Company wrote down Other Real Estate
Owned by $80 from $525 at March 31, 2000 to $445 at June 30, 2000.
Below is a summary of nonperforming assets at June 30, 2000 compared to prior
periods. Nonperforming assets consist of nonaccrual loans, loans past due 90
days or more and still accruing interest, and other real estate owned.
June 30, 2000 December 31, 1999 June 30, 1999
------------- ---------------- -------------
Nonaccrual loans $ 1,609 $ 1,422 $ 824
90 days past due and accruing interest $ 79 $ 464 $ 149
Other real estate owned $ 445 $ 125 $ 129
-------- -------- -------
Total nonperforming assets $ 2,133 $ 2,011 $ 1,102
Nonperforming loans guaranteed by government $ (1,179) $ (160) $ (215)
-------- -------- -------
Total nonperforming assets, net of guarantee $ 954 $ 1,851 $ 887
-------- -------- -------
Noninterest Income
Year-to-date noninterest income of $1,710 was down 19% from 1999 noninterest
income for the same time period. The decline in noninterest income is
attributable to three categories. Loan servicing fees of $120 were down $177 or
60% due to an overall decline in the loan-servicing portfolio. Part of this
decline resulted from a pay down of a serviced loan that required a $54
writedown of a servicing asset booked in
Page 8
1999. Mortgage banking income and gains on the sales of loans dropped
significantly from $567 in the first six months of 1999 to $180 in the first six
months of 2000. Mortgage banking income was down $154, while gains on the sales
of loans were down $233. A general softening of the residential mortgage market,
higher interest rates, and lower levels of refinancing contributed to the lower
mortgage revenues for the first six months of 2000. The Company sold no loans in
the previous two quarters. In the first six months of 1999, the Company sold
approximately $4,300 in government guaranteed loans. These declines in
noninterest income were partially offset by increased account service charge
revenues, up $17 or 9% and increased bankcard processing revenues, up $169 or
29%.
Noninterest Expense
Year-to-date June 30, 2000 noninterest expense increased $828 or 16% from the
same period in 1999. Salaries and employee benefits increased $222 or 8%.
Staffing increased during the current quarter as a result of the opening of the
new West 11th full service banking office. Bankcard processing expense of $656
through June 30, 2000 was up $167 or 37% and was a direct result of increased
volumes of activity. Business development expenses increased $172 or 50% over
1999 due to the Company's significant nonrecurring expenditures in business
expansion during the quarter. These included the production and promotional
costs related to the Company's new on-line banking product and promotional costs
of the new West 11th office. Other noninterest expense increased $297 or 32%
over 1999. These increases in noninterest expense were partially offset by a $39
decline in premises and equipment expense primarily related to increased lease
income on the Company's three story Gateway office building located in
Springfield, Oregon.
Liquidity
Liquidity is the term used to define the Company's ability to meet its financial
commitments. The Company maintains sufficient liquidity to ensure funds are
available for both lending needs and the withdrawal of deposit funds. The
Company derives liquidity primarily through core deposit growth, the maturity of
investment securities, and loan payments. Core deposits include demand, interest
checking, money market, savings and local time deposits. Additional liquidity is
provided through sales of loans, access to national CD markets, public deposits
and both secured and unsecured borrowings. Because of seasonal construction and
economic activity and client payment of various tax obligations, the Company
traditionally experiences slower growth of core deposits during the first
quarter of each year typically resulting in funding and liquidity pressures. In
the first quarter 2000, core deposits were unchanged from December 31, 1999.
During the second quarter 2000, core deposits grew approximately $7,000 or 4%
over March 31, 2000 levels. As a percentage of total deposits, core deposits
were 85% at June 30, 2000 compared to 90% at December 31, 2000. Asset growth of
$24,922 in the first six months of the current was funded primarily with
national time deposits, public time deposits, and overnight unsecured
borrowings. At June 30, 2000 the Bank had secured and unsecured overnight and
term borrowing capacity of approximately $63,800 of which $18,000 was used.
Capital Resources
Capital is the shareholder's investment in the Company. Capital grows through
the retention of earnings and the issuance of new stock through the exercise of
incentive options and decreases through the payment of dividends and share
repurchase programs. Capital formation allows the Company to grow assets and
provides flexibility in times of adversity.
Banking regulations require the Company to maintain minimum levels of capital.
The Company manages its capital to maintain a "well capitalized" designation
(the FDIC's highest rating). At June 30, 2000, the Company's total capital to
risk weighted assets was 12.13%, compared to 14.75% at June 30, 1999. This
decline is due to stock repurchases.
Page 9
During 1999, the Company announced plans to purchase up to 390,000 shares of its
stock in the open market. Through June 30, 2000, the Company had purchased
320,555 of its own shares on the open market at an average price per share of
$14.98, leaving approximately 69,000 shares still authorized to be repurchased.
Below is a summary of share activity during the first six months of 2000 and
shares outstanding at June 30, 2000.
Outstanding shares January 1, 2000 4,595,622
New shares issued through stock options 17,499
Shares repurchased during 2000 (77,500)
-----------
Outstanding shares June 30, 2000 4,535,621
The Company projects that earnings retention and existing capital will be
sufficient to fund anticipated asset growth and the stock repurchase plan, while
maintaining a well-capitalized designation from the FDIC.
Item 3. Market Risk and Balance Sheet Management
The Company's results of operations are largely dependent upon its ability to
manage market risks. Changes in interest rates can have significant effects on
the Company's financial condition and results of operations. Other types of
market risk such as foreign currency exchange rate risk and commodity price risk
do not arise in the normal course of the Company's business activities. The
Company does not use derivatives such as forward and futures contracts, options,
or interest rate swaps to manage interest rate risk.
Interest rate risk generally arises when the maturity or repricing structure of
the Company's assets and liabilities differ significantly. Asset and liability
management, which among other things, addresses such risk, is the process of
developing, testing and implementing strategies that seek to maximize net
interest income while maintaining sufficient liquidity. This process includes
monitoring contractual maturity and prepayment expectations together with
expected repricing of assets and liabilities under different interest rate
scenarios. Generally the Company seeks a structure that insulates net interest
income from large deviations attributable to changes in market rates by
balancing the repricing characteristics of assets and liabilities.
Interest rate risk is managed through the monitoring of the Company's balance
sheet by subjecting various asset and liability categories to interest rate
shocks and gradual interest rate movements over a one year period of time.
Interest rate shocks use an instantaneous adjustment in market rates of large
magnitudes on a static balance sheet to determine the effect such a change in
interest rates would have on the Company's net interest income and capital for
the succeeding twelve-month period. Such an extreme change in interest rates and
the assumption that management would take no steps to restructure the balance
sheet does limit the usefulness of this type of analysis. This type of analysis
tends to provide a best case or worst case scenario. A more reasonable approach
utilizes gradual interest rate movements over a one-year period of time to
determine the effect on the Company's net interest income.
The Company utilizes the services of The Federal Home Loan Bank's
asset/liability modeling software to determine the effect of a simultaneous
shift in interest rates. Interest rate shock scenarios are modeled in 1 percent
increments (plus or minus) in the federal funds rate. The more realistic
forecast assumes a gradual interest rate movement of plus or minus 2.40 percent
change in the federal funds rate over a one-year period of time with rates
moving up or down 0.60 percent each quarter. The model used is based on the
concept that all rates do not move by the same amount. Although certain assets
and liabilities may have similar repricing characteristics, they may not react
correspondingly to changes in market interest rates. In the event of a change in
interest rates, prepayment of loans and early withdrawal of time deposits would
likely deviate from
Page 10
those previously assumed. Increases in market rates may also affect the ability
of certain borrowers to make scheduled principal payments.
The model attempts to account for such limitations by imposing weights on the
differences between repricing assets and repricing liabilities within each time
segment. These weights are based on the ratio between the amount of rate change
of each category of asset or liability, and the amount of change in the federal
funds rate. Certain non-maturing liabilities such as checking accounts and money
market deposit accounts are allocated among the various repricing time segments
to meet local competitive conditions and management's strategies
The Company strives to manage the balance sheet so that net interest income is
not negatively impacted more than 15 percent given a change in interest rates of
plus or minus 2 percent. Current evaluations show the Bank is within its
established guidelines, and interest rate risk profile at June 30, 2000 was not
materially different from December 31, 2000.
The following table shows the estimated impact of the various interest rate
scenarios used in the software modeling based on data provided by the Company to
the Federal Home Loan Bank at June 30, 2000. The table shows estimates of
changes in net interest income. For illustrative purposes the base figure of
$16,800 used in the interest rate shock analysis is the annualized actual net
interest income for the first six months of 2000. Due to the various assumptions
used for this modeling, no assurance can be given that projections will reflect
actual results.
Interest Rate Shock Analysis
Net Interest Income and Market Value Performance
(dollars in thousands
---------------- -----------------------------------------------
Projected Net Interest Income
Interest Estimated $ Change % Change
Rate Change Value from Base from Base
---------------- -----------------------------------------------
+200 17,800 1,000 5.95%
+100 17,301 501 2.98%
Base 16,800 0 0.00%
-100 16,289 (511) -3.04%
-200 15,492 (858) -5.11%
---------------- -----------------------------------------------
Gradual Interest Rate Movement Forecast
Net Interest Income and Market Value Performance
(dollars, in thousands)
--------------- ------------------------------------------------
Projected Net Interest Income
Interest Estimated $ Change % Change
Rate Change Value from Base from Base
--------------- ------------------------------------------------
Rising 2.40% 16,775 (25) -0.15%
Base 16,800 0 0.00%
Declining 2.40% 16,602 (198) -1.18%
--------------- ------------------------------------------------
Page 11
PART II. OTHER INFORMATION
Item 4. Submissions of Matters to a Vote of Security Holders
(a) Pacific Continental Corporation's Annual Shareholders' Meeting was
held on April 25, 2000
(b) Not Applicable
(c) A brief description of each matter voted upon at the Annual
Meeting and number of votes cast for, against or withheld,
including a separate tabulation with respect to each nominee to
serve on the Board is presented below:
(1) Election of (3) three Directors for terms expiring in 2003 or
until their successors have been elected and qualified.
Directors:
Robert A. Ballin -
Votes Cast For: 3,498,818
Votes Cast Against: 0
Votes Withheld: 40,016
Donald A. Bick -
Votes Cast For: 3,387,835
Votes Cast Against: 0
Votes Withheld: 150,999
Ronald F. Taylor -
Votes Cast For: 3,396,638
Votes Cast Against: 0
Votes Withheld: 142,196
(d) None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
page 12
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.
PACIFIC CONTINENTAL CORPORATION
(Registrant)
Dated August 11 , 2000 /s/ J. Bruce Riddle
---------------- ------------------------------------
J. Bruce Riddle
President and Chief Executive Officer
Dated August 11, 2000 /s/ Michael A. Reynolds
--------------- -------------------------------------
Michael A. Reynolds
Vice President and Controller
Page 13