SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 1999 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to ------ ------ Commission File Number 0 -10537 OLD SECOND BANCORP, INC. (Exact name of Registrant as specified in its charter) DELAWARE 36-3143493 - --------------------------------- --------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) 37 SOUTH RIVER STREET, AURORA, ILLINOIS 60507 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (630) 892-0202 ---------------------------------------------------- (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 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: As of August 6, 1999, the Registrant had outstanding 6,074,362 shares of common stock, $1.00 par value per share. OLD SECOND BANCORP, INC. Form 10-Q Quarterly Report Table of Contents PART I Page Number Item 1. Financial Statements.................................................3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................9 PART II Item 1. Legal Proceedings...................................................12 Item 2. Changes in Securities...............................................12 Item 3. Defaults Upon Senior Securities.....................................12 Item 4. Submission of Matters to a Vote of Security Holders.................12 Item 5. Other Information...................................................12 Item 6. Exhibits and Reports on Form 8-K....................................12 Page 2 PART I - FINANCIAL INFORMATION OLD SECOND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) June 30, 1999 December 31, 1998 ------------ ---------------- ASSETS Cash and due from banks, non-interest bearing $ 34,505 $ 42,202 Interest bearing deposits with banks 575 475 Federal funds sold 39,487 49,475 ---------- ---------- Total cash and cash equivalents 74,567 92,152 Available for sale securities 278,136 292,365 Loans held for sale 21,539 36,686 Loans 578,874 556,545 Less: Allowance for loan losses 8,313 7,823 ---------- ---------- Loans, net 570,561 548,722 Bank premises and equipment, net 21,089 20,950 Other assets 26,306 23,417 ---------- ---------- Total assets $ 992,198 $1,014,292 ---------- ---------- ---------- ---------- LIABILITIES Deposits: Demand $ 122,433 $ 119,972 Savings 379,289 360,321 Time 328,392 346,038 ---------- ---------- Total deposits 830,114 826,331 Securities sold under agreements to repurchase 24,785 32,590 Other short-term borrowings 4,467 4,517 Note payable 16,729 36,189 Other liabilities 13,058 12,739 ---------- ---------- Total liabilities 889,153 912,366 STOCKHOLDERS' EQUITY Preferred stock, $1.00 par value, 300,000 shares authorized, none issued - - Common stock, $1.00 par value, 10 million shares authorized; 6,102,362 shares outstanding 15,875 15,875 Retained earnings 87,598 83,228 Accumulated other comprehensive income (428) 2,823 ---------- ---------- Total stockholders' equity 103,045 101,926 ---------- ---------- Total liabilities and stockholders' equity $ 992,198 $1,014,292 ---------- ---------- ---------- ---------- See accompanying notes to consolidated financial statements. Page 3 OLD SECOND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) Three Months Ended Six Months Ended June 30 June 30 ---------------------------- ---------------------------- 1999 1998 1999 1998 ---------- ---------- ---------- ---------- INTEREST INCOME Interest and fees on loans $ 12,167 $ 12,356 $ 24,199 $ 24,459 Interest and dividends on available-for-sale securities: Taxable 3,324 3,049 6,712 6,060 Exempt from federal income tax 659 763 1,303 1,540 Interest on federal funds sold 355 806 826 1,558 Interest on interest bearing deposits 15 7 21 14 ---------- ---------- ---------- ---------- Total interest income 16,520 16,981 33,061 33,631 INTEREST EXPENSE Savings deposits 2,290 2,267 4,459 4,402 Time deposits 4,352 5,009 8,948 10,341 Other short-term borrowings 465 680 1,042 1,323 ---------- ---------- ---------- ---------- Total interest expense 7,107 7,956 14,449 16,066 ---------- ---------- ---------- ---------- Net interest income 9,413 9,025 18,612 17,565 Provision for loan losses 246 346 447 700 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 9,167 8,679 18,165 16,865 ---------- ---------- ---------- ---------- OTHER INCOME Trust fees 1,103 1,025 2,330 2,134 Service charges on deposit accounts 813 816 1,562 1,540 Gain on sales of loans 1,635 2,108 3,476 4,189 Other income 1,238 979 2,389 1,783 ---------- ---------- ---------- ---------- Total other income 4,789 4,928 9,757 9,646 OTHER EXPENSES Salaries and employee benefits 5,370 5,161 10,625 10,161 Net occupancy expense 596 567 1,198 1,142 Furniture and equipment 883 1,070 1,884 2,049 FDIC insurance 24 33 48 67 Marketing 279 289 509 510 Stationery and supplies 144 225 452 451 Amortization of intangibles 223 370 425 721 Other 1,831 1,872 3,891 3,692 ---------- ---------- ---------- ---------- Total other expenses 9,350 9,587 19,032 18,793 ---------- ---------- ---------- ---------- Income before income taxes 4,606 4,020 8,890 7,718 Income tax expense 1,491 1,290 2,842 2,454 ---------- ---------- ---------- ---------- Net income $ 3,115 $ 2,730 $ 6,048 $ 5,264 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Per share amounts: Basic earnings per share $ 0.51 $ 0.45 $ 0.99 $ 0.86 Diluted earnings per share 0.51 0.45 0.99 0.86 Dividends declared 0.15 0.10 0.28 0.20 Average shares outstanding 6,102,362 6,098,818 6,102,362 6,098,600 See accompanying notes to consolidated financial statements. Page 4 OLD SECOND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (IN THOUSANDS) 1999 1998 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Interest received $ 34,033 $ 34,738 Interest paid (14,869) (16,484) Paid to suppliers and employees (16,376) (13,951) Trust fees received 2,330 2,134 Income taxes paid (3,136) (2,528) Service charges received on deposit accounts 1,562 1,540 Mortgage loan originations and purchases (296,626) (304,581) Mortgage loans sold to secondary market 315,249 310,276 Other income received 2,421 1,784 --------- --------- Net cash provided by operating activities 24,588 12,928 CASH FLOWS FROM INVESTING ACTIVITIES Net loans (charged off) recovered 43 (147) Net increase in loans (22,329) (10,441) Purchases of available for sale securities (38,676) (46,329) Proceeds from sales and maturities of available for sale securities 47,214 56,270 Capital expenditures (1,248) (2,366) Purchases of mortgage servicing rights (1,981) (1,358) Other, net (28) 169 --------- --------- Net cash used in investing activities (17,005) (4,202) CASH FLOWS FROM FINANCING ACTIVITIES Net increase in deposits 3,783 19,415 Net increase (decrease) in other short-term borrowings (7,855) 2,332 Payments of notes payable (19,460) (2,856) Dividends paid (1,526) (1,494) Other, net (110) 34 --------- --------- Net cash provided by (used in) financing activities (25,168) 17,431 --------- --------- Net increase (decrease) in cash & cash equivalents (17,585) 26,157 Cash & cash equivalents at beginning of year 92,152 87,025 --------- --------- Cash & cash equivalents at end of period 74,567 113,182 --------- --------- RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net income 6,048 5,264 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,076 1,214 Provision for loan losses 447 700 Decrease in taxes payable (295) (74) Net decrease in mortgage loans held for sale 15,147 1,492 Decrease in interest receivable 593 815 Decrease in interest payable (419) (417) Premium amortization and discount accretion on investments, net 379 298 Amortization of intangibles 425 734 Increase in accrued expenses 1,087 2,731 Decrease in prepaid expenses 100 171 --------- --------- Total adjustments 18,540 7,664 --------- --------- Net cash provided by operating activities $ 24,588 $ 12,928 --------- --------- --------- --------- See accompanying notes to consolidated financial statements. Page 5 OLD SECOND BANCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies followed in the preparation of interim financial statements are consistent with those used in the preparation of annual financial information. The interim financial statements reflect all normal and recurring adjustments, which are necessary, in the opinion of management, for a fair statement of results for the interim periods presented. Results for the six months ended June 30, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. NOTE 2 - LOANS Major classifications of loans are as follows: June 30, December 31, 1999 1998 --------- --------- Commercial & industrial $ 141,688 $ 143,047 Real estate - commercial 170,355 172,198 Real estate - construction 51,274 46,361 Real estate - residential 147,074 137,695 Consumer 68,627 57,471 --------- --------- 579,018 556,772 Unearned discount (144) (227) --------- --------- Total loans $ 578,874 $ 556,545 --------- --------- --------- --------- NOTE 3 - ALLOWANCE FOR LOAN LOSSES Activity in the allowance loan losses is summarized as follows: Six Months Ended June 30 ---------------------------- 1999 1998 ------- ------- Balance, January 1 $ 7,823 $ 6,923 Provision for loan losses 447 700 Loans charged off (165) (283) Recoveries 208 141 ------- ------- Balance, end of period $ 8,313 $ 7,481 ------- ------- ------- ------- NOTE 4 - EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the period presented (share data not in thousands): Three Months Ended Six Months Ended June 30 June 30 ------------------------------ ------------------------------ 1999 1998 1999 1998 ---------- ---------- ---------- ---------- Basic Earnings Per Share: Weighted average common shares outstanding 6,102,362 6,098,818 6,102,362 6,098,600 Net income available to common stockholders $ 3,115 $ 2,730 $ 6,048 $ 5,264 Basic earnings per share $ 0.51 $ 0.45 $ 0.99 $ 0.86 Diluted Earnings Per Share: Weighted average common shares outstanding 6,102,362 6,098,818 6,102,362 6,098,600 Dilutive effect of stock options 10,831 20,861 11,452 19,999 ---------- ---------- ---------- ---------- Diluted average common shares outstanding 6,113,193 6,119,679 6,113,814 6,118,599 Net income available to common stockholders $ 3,115 $ 2,730 $ 6,048 $ 5,264 Diluted earnings per share $ 0.51 $ 0.45 $ 0.99 $ 0.86 Page 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 5 -STOCK DIVIDEND DECLARED On April 13, 1999, the Board of Directors of Old Second Bancorp, Inc. declared a 2-for-1 stock split effected in the form of a stock dividend payable on May 17, 1999 to shareholders of record on May 10, 1999. NOTE 6 - REPORTING COMPREHENSIVE INCOME SFAS No. 130 requires unrealized gains or losses on the Company's available-for-sale securities, which prior to adoption were reported separately in shareholders' equity to be included in other comprehensive income. Total comprehensive income was $710,000 during the second quarter of 1999 and $2,227,000 during the second quarter of 1998. For the six months ended June 30, comprehensive income was $2,797,000 and $5,228,000 in 1999 and 1998, respectively. NOTE 7 - SEGMENT REPORTING In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" which addresses the reporting of financial information from operating segments in annual and interim financial statements. The Company operates under one segment as defined by SFAS No. 131 and additional disclosure is not required. NOTE 8 - YEAR 2000 READINESS DISCLOSURE The Company is currently in the process of addressing a potential problem that faces all users of automated systems including information systems. Many computer systems process transactions based on two digits representing the year of transaction, rather than a full four digits. These computer systems may not operate properly when the last two digits become "00", as will occur on January 1, 2000. The problem could effect a wide variety of automated information systems, such as mainframe applications, personal computers, communications and environmental systems. The Company has identified areas of operations critical for the delivery of its products and services. The majority of the programs and applications used in the Company's operations are purchased from outside vendors. The vendors providing the software are responsible for maintenance of the systems and modifications to enable uninterrupted usage after December 31, 1999. The Company's plan included identifying potential problems by performing an inventory of all software applications and obtaining certification of compliance from third parties. This phase of the plan was completed by December 31, 1998. The vendor of the Company's core operating system has provided certification of compliance with the year 2000 issue and testing of the core operating system was completed in June 1999. Contingency plans and testing of other affected applications, both internally developed and third-party provided, were completed before June 1999, and indicate year 2000 compliance. The Company's plan also includes reviewing any potential risks associated with the loan and investment portfolios due to the year 2000 issue. As noted above, the Company has not yet completed all phases of its plan to address year 2000 issues. Since certification and testing of the core operating system was completed during 1999, Management believes that core business services can be delivered without interruption after December 31, 1999. In the event that core services cannot be delivered, the Company could be subject to litigation and the amount of potential liability cannot be reasonably estimated. Based on currently available information, the Company believes that all significant costs to address year 2000 issues were incurred during 1998 and were not considered to be material. Consequently, unanticipated future costs to address year 2000 issues should not have a materially adverse impact on the Company's financial condition or results of operations. Page 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 9 - ACCOUNTING FOR DERIVATIVES In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" which is required to be adopted by January 1, 2000. Because of the Company's minimal use of derivatives, management does not anticipate that the adoption of the new Statement will have a material effect on the Company's financial condition or results of operations. Page 8 OLD SECOND BANCORP, INC. AND SUBSIDIARIES MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net income for the second quarter of 1999 was $3,115,000, or diluted earnings per share of 51 cents, a 14.1% increase in net income compared to $2,730,000, or 45 cents per share, in the second quarter of 1998. For the six months ended June 30, 1999, net income was $6,048,000, or earnings per share of $0.99, compared to $5,264,000, or $0.86 per share during the first six months of 1998, a 14.9% increase in net income. The increase in net income for the quarter and the year to date was primarily a result of an increase in net interest income. Expenses increased modestly for the year to date period and declined in the second quarter compared to a year earlier. As a result, the return on equity increased from 11.51% in the first half of 1998, to 12.07% in the first half of 1999. Net interest income was $9.4 million and $9.0 million during the three months ended June 30, 1999 and 1998, an increase of 4.3%. The Company's net interest margin was 4.30% for the three months ended June 30, 1999, and 4.25% a year earlier. Net interest income was $18.6 million and $17.6 million during the six months ended June 30, 1999 and 1998, an increase of 6.0%. The Company's net interest margin was 4.27% for the six months ended June 30, 1999, and 4.18% a year earlier. The increase in this ratio has primarily resulted from a decline in the average cost of funds. The average yield on earning assets declined from 7.74% in the second quarter of 1998, to 7.35% in the second quarter of 1999. At the same time, the average cost of funds has declined from 3.62% in the second quarter of 1998 to 3.16% in the second quarter of 1999. Non-interest income was $4,789,000 during the second quarter of 1999 and $4,928,000 in the second quarter of 1998, a decrease of $139,000, or 2.8%. Non-interest income was $9,757,000 during the six months ended June 30, 1999 and $9,646,000 during the six months ended June 30, 1998, an increase of $111,000, or 1.2%. Trust income was $78,000 higher in the second quarter of 1999, and $196,000 higher for the six month period. Other income was $259,000 higher for the second quarter of 1999 and $606,000 higher for the year to date. Other income in the accompanying financial statements includes mortgage subsidiary income of $746,000 during the second quarter of 1999 and $1,525,000 for the six months ended June 30, 1999. Gains on sales of mortgage loans declined to $1,635,000 in the second quarter of 1999, and $3,476,000 in the first six months of 1999, from $2,108,000 in the second quarter of 1998, and $4,189,000 in the first six months of 1998. Non-interest expenses were $9,350,000 during the second quarter of 1999, a decline of $237,000 (2.5%) from $9,587,000 in the second quarter of 1998. Non-interest expenses were $19,032,000 during the first six months of 1999, an increase of $239,000 (1.3%) from $18,793,000 during the first six months of 1998. Salaries and benefits, which account for over half of non-interest expenses in all periods presented, increased 4.1% in the second quarter and increased 4.6% in the first half, when comparing 1999 to 1998 results. Amortization of intangibles declined from $370,000 in the second quarter of 1998 to $223,000 in the second quarter of 1999, and declined from $721,000 in the first half of 1998 to $425,000 in the first half of 1999. The decline in amortization was due to a reduction in amortization of mortgage servicing rights. FINANCIAL CONDITION LOANS Total loans were $578.9 million as of June 30, 1999, an increase of $22.3 million (4.0%) for the six month period, from $556.5 million as of December 31, 1998. Loans have increased $33.2 million (6.1%) from June 30, 1998, to June 30, 1999. The largest increases in loan classifications were in residential real estate, which increased $9.4 million, and other consumer loans, which increased $11.2 million in the first half of 1999. These changes reflect the continuing loan demand in the markets in which the Company operates. Asset quality has improved, with nonperforming loans of $2.1 million down from $2.6 million a year ago and $2.7 million at year-end 1998. Nonperforming loans include loans in nonaccrual status, renegotiated loans, and loans past due ninety days or more and still accruing. Net charge offs of $12,000 were down during the second quarter of 1999 Page 9 compared to net charge-offs of $99,000 a year earlier. Net recoveries were $43,000 during the six months ended June 30, 1999, compared to net charge-offs of $142,000 during the six months ended June 30, 1998. As a consequence of improved loan quality and charge-off experience, the provision for loan losses was reduced compared to prior periods. Provisions for loan losses were $246,000 in the second quarter of 1999 and $346,000 in the second quarter of 1998. Provisions for loan losses were $447,000 in the six months ended June 30, 1999 and $700,000 in the six months ended June 30, 1998. One measure of the adequacy of the allowance for loan losses is the ratio of the allowance to total loans. The allowance for loan losses as a percentage of total loans was 1.44% as of June 30, 1999, up from 1.37% a year ago and 1.41% at December 31, 1998. In management's judgment, an adequate allowance for possible future losses has been established. DEPOSITS AND BORROWING Total deposits were $830.1 million as of June 30, 1999, an increase of $3.8 million from $826.3 million as of December 31, 1998, and an increase of $21.8 million from June 30, 1998. Demand accounts increased $2.5 million from December 31, 1998 to June 30, 1999. During the first half of 1999, there was a significant movement of deposit funds from time deposits to savings deposits. During this time, savings accounts increased $19.0 million and time deposits declined $17.6 million. A money market savings account promoted during this time, coupled with the inclination of consumers to seek shorter maturities, contributed to this movement. Securities sold under repurchase agreements, which are typically of short-term durations, declined from $32.6 million as of December 31, 1998, to $24.8 million as of June 30, 1999. The Company also uses notes payable, primarily as a means of financing loans held for sale at the Maple Park Mortgage subsidiary. Notes payable declined from $36.2 million as of December 31, 1998, to $16.7 million as of June 30, 1999. This $19.5 million decline is primarily related to the $15.1 million decline in loans held for sale over the same period of time. CAPITAL The Company completed a two-for-one split of its common stock during the second quarter of 1999. The split was in the form of a stock dividend and was payable on May 17, 1999, to the stockholders of record at the close of business on May 10, 1999. In June 1999, the Company announced that the board of directors had authorized the repurchase of up to 300,000 shares of the Company's common stock, or 4.9% of the company's 6,102,362 shares outstanding. The Company and its five subsidiary banks (the "Banks") are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines provide for five classifications, the highest of which is well capitalized. The Company and the Banks were categorized as well capitalized as of June 30, 1999. As of June 30, 1999, the Company's ratio of total capital to risk weighted assets was 15.86%, the ratio of Tier 1 capital to risk weighted assets was 14.62%, and the ratio of Tier 1 capital to average assets was 10.08%. LIQUIDITY Liquidity measures the ability of the Company to meet maturing obligations and its existing commitments, to withstand fluctuations in deposit levels, to fund its operations, and to provide for customers' credit needs. The liquidity of the Company principally depends on cash flows from operating activities, investment in and maturity of assets, changes in balances of deposits and borrowings, and its ability to borrow funds in the money or capital markets. Net cash flows from operating activities were $24.6 million in the first half of 1999 and $12.9 million in the first half of 1998. Interest received net of interest paid was a principal source of operating cash inflows in both periods reported. Management of investing and financing activities, and market conditions, determine the level and the stability of net interest cash flows. Management's policy is to mitigate the impact of changes in market interest rates to the extent possible, so that balance sheet growth is the principal determinant of growth in net interest cash flows. Net interest received was $19.2 million in the first half of 1999 and $18.3 million in the first half of 1998. The most significant reason for this change was a decline in interest paid of $1.6 million, from $16.5 million in the first six months of 1998 to $14.9 million in the first six months of 1999. Page 10 Net cash outflows from investing activities were $17.0 million in the six months ended June 30, 1999, compared to $4.2 million a year earlier. In the first six months of 1999, net principal disbursed on loans accounted for net outflows of $22.3 million, and securities transactions aggregated a net inflow of $8.5 million. In the first six months of 1998, net principal disbursed on loans accounted for a net outflow of $10.4 million, and securities transactions resulted in net inflows of $9.9 million. Cash inflows from financing activities in the first six months of 1999 associated with an increase in deposits were $3.8 million. This compares with a net inflow of $19.4 million for the same period in 1998. Short-term borrowings resulted in net cash outflows of $7.9 million in the first six months of 1999, and inflows of $2.3 million in the first six months of 1998. Payments on notes payable totaled $19.5 million in the first half of 1999 compared to $2.9 million in the first half of 1998. Page 11 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company or its subsidiaries are a party other than ordinary routine litigation incidental to their respective businesses. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. 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. 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. OLD SECOND BANCORP, INC. (REGISTRANT) /s/ WILLIAM B. SKOGLUND ------------------------------------------ WILLIAM B. SKOGLUND PRESIDENT AND CHIEF EXECUTIVE OFFICER /s/ J. DOUGLAS CHEATHAM ------------------------------------------ J. DOUGLAS CHEATHAM VICE PRESIDENT AND CHIEF FINANCIAL OFFICER DATE: AUGUST 9, 1999 Page 13