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 March 31, 2001 or
Transition Report Pursuant to Section 13 or 15(d) of the
- ------- Securities Exchange Act of 1934. For the transition period
from _________ to _________.
Commission File Number 01912
SONOMAWEST HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
California 94-1069729
(State of incorporation) (IRS Employer Identification #)
1448 Industrial Avenue, Sebastopol, CA 95472-4848
-------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 707/824-2548
--------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if
Changed Since Last Report)
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:
------- ----------
As of March 31, 2001, there were 1,523,231 shares of common stock, no par value,
outstanding.
SONOMAWEST HOLDINGS, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at March 31, 2001 and
June 30, 2000...................................................3
Condensed Consolidated Statements of Earnings - Three and Nine
months Ended March 31, 2001 and 2000............................4
Condensed Consolidated Statement of Changes in Shareholders'
Equity - Nine months Ended March 31, 2001.......................5
Condensed Consolidated Statements of Cash Flows - Nine months
Ended March 31, 2001 and 2000...................................6
Notes to Condensed Consolidated Financial Statements............7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..............................................13
Item 6. Exhibits and Reports on Form 8-K...............................13
Signature ...............................................................13
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
SONOMAWEST HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
AMOUNTS IN THOUSANDS
CURRENT ASSETS: 3/31/01 6/30/00
- --------------- ------- -------
Cash and cash equivalents $ 6,882 $8,359
Restricted cash (see note 6) 600 -
Accounts Receivable, less allowance for uncollectible accounts of $10
and $47, respectively 123 110
Prepaid income taxes 394 816
Prepaid expenses 76 87
Current deferred income taxes, net 683 621
-------- --------
Total current assets 8,758 9,993
Real property, net 2,502 2,854
Net assets of discontinued operations 122 122
Investment, at cost 466 -
-------- --------
Total Assets $11,848 $12,969
======== ========
CURRENT LIABILITIES:
- --------------------
Accounts payable and accrued expenses $ 171 $ 225
Unearned rents and deposits 170 143
Current maturities of long term debt 56 617
Net liabilities of discounted operations 254 628
-------- --------
Total current liabilities 651 1,613
Long term debt-net of current maturities 1,932 1,974
Deferred income taxes, net 227 147
-------- --------
Total Liabilities 2,810 3,734
-------- --------
SHAREHOLDERS' EQUITY:
- ---------------------
Preferred stock: 2,500 shares authorized; no shares outstanding - -
Common stock: 5,000 shares authorized, no par value; 1,523 and 1,522
Shares outstanding, respectively 3,254 2,905
Warrants for common stock - 456
Retained earnings 5,784 5,874
-------- --------
Total shareholders' equity 9,038 9,235
-------- --------
Total Liabilities and Shareholders' Equity $11,848 $12,969
======== =========
See Notes to Condensed Consolidated Financial Statements
SONOMAWEST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
Nine months Three Months
Ended March 31 Ended March 31
-------------- --------------
2001 2000 2001 2000
---- ---- ---- ----
Rental revenue $ 886 $ 954 $ 332 289
Operating costs 1,573 1,543 543 709
Interest and Other income, net 250 132 71 77
----- ----- ------ -----
Loss from continuing operations before income taxes (437) (457) (140) (343)
Benefit for income taxes (175) (183) (55) (137)
----- ----- ------ -----
Net loss from continuing operations (262) (274) (85) (206)
DISCONTINUED OPERATIONS:
Earnings (loss) from discontinued operations, net of income taxes 172 32 25 (133)
Gain (loss) on sale of discontinued business, net of income taxes - 2,566 - (334)
----- ------ ------ -----
NET EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS 172 2,598 25 (467)
----- ------ ------ ------
NET EARNINGS (LOSS) $ (90) $2,324 $(60) $(673)
====== ======= ====== ======
WEIGHTED AVERAGE COMMON SHARES AND EQUIVALENTS:
Basic 1,523 1,520 1,523 1,521
Diluted 1,550 1,546 1,557 1,521
EARNINGS (LOSS) PER COMMON SHARE
Continuing operations
Basic $(0.17) $ (0.18) $(0.06) $(0.14)
Diluted $(0.17) $ (0.18) $(0.06) $(0.14)
Discontinued operations:
Basic $ 0.11 $ 1.71 $ 0.02 $(0.31)
Diluted $ 0.11 $ 1.68 $ 0.02 $(0.31)
Net earnings (loss):
Basic $(0.06) $ 1.53 $(0.04) $(0.44)
Diluted $(0.06) $ 1.50 $(0.04) $(0.44)
See Notes to Condensed Consolidated Financial Statements
SONOMAWEST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
AMOUNTS IN THOUSANDS
FOR THE NINE MONTHS ENDED MARCH 31, 2001
Common Stock
---------------------------- Warrants for Total
Number Common Retained Shareholders'
of Shares Amount Stock Earnings Equity
------------- -------------- --------------- -------------- ----------------
BALANCE, JUNE 30, 2000 1,522 2,905 456 5,874 9,235
Net loss - - - (90) (90)
Issuance of common stock 1 5 5
Repurchase of warrants - 344 (456) (112)
------------- -------------- --------------- -------------- ----------------
BALANCE, MARCH 31, 2001 1,523 $ 3,254 $ - $5,784 $ 9,038
============= ============== =============== ============== ================
See Notes to Condensed Consolidated Financial Statements
SONOMAWEST HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
AMOUNTS IN THOUSANDS
FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000
CASH FLOWS FROM OPERATING ACTIVITIES 2001 2000
---- ----
Net earnings (loss) $(90) $2,324
Adjustments to reconcile net earnings (loss)
to net cash used for operating activities:
Earnings from discontinued operations, net (172) (32)
Gain on sale of discontinued business, net - (2,566)
Depreciation and amortization expense 362 265
Changes in assets & liabilities:
Accounts receivable, net (13) (99)
Prepaid income taxes 422 566
Prepaid and other assets 11 98
Accounts payable and accrued expenses (54) (325)
Income taxes payable - 63
Deferred income taxes, net 18 748
Other accrued expenses - 126
Unearned rents and deposits 27 91
--------- ---------
Net cash provided by continuing operating
Activities 511 1,259
--------- ---------
Net cash provided by (used in) discontinued operations (202) 12,275
--------- ---------
Net cash provided by operating activities 309 13,534
--------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES,
Capital expenditures (10) (63)
Investments (466) -
Investing activities of discontinued operations - 1,349
--------- ----------
Net cash provided by (used in) investing Activities (476) 1,286
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under the line of credit - 3,727
Payments on the line of credit - (9,472)
Principal payments of long term debt (603) (1,672)
Issuance of common stock 5 11
Warrant repurchase (112) -
-------- ---------
Net cash used in financing activities (710) (7,406)
-------- ---------
NET INCREASE (DECREASE) IN CASH (877) 7,414
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 8,359 548
-------- --------
TOTAL CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $7,482 $7,962
======== ========
See Notes to Condensed Consolidated Financial Statements
SONOMAWEST HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED MARCH 31, 2001
Note 1-
The accompanying fiscal 2001 and 2000 unaudited interim statements have been
prepared pursuant to the rules of the Securities and Exchange Commission.
Certain information and disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes these disclosures are adequate to make the information not
misleading. In the opinion of management, all adjustments necessary for a fair
presentation for the periods presented have been reflected and are of a normal
recurring nature except as discussed below. These interim financial statements
should be read in conjunction with the financial statements and notes thereto
for each of the three years in the period ended June 30, 2000. The results of
operations for the three and nine month periods ended March 31, 2001 are not
necessarily indicative of the results that will be achieved for the entire year
ending June 30, 2001.
Reclassifications - Certain previously reported amounts were reclassified to
conform to the current presentation with respect to discontinued operations.
Note 2-
Cash and cash equivalents consist of demand deposits and short term money market
accounts.
Note 3-
The Company has committed itself to a $3 million investment in the preferred
stock of a privately held telecommunications company, which is expected to be
funded in fiscal 2001 and 2002. The Company has invested $466,000 as of March
31, 2001. The Company has accounted for the investment using the cost method. It
is expected that the Company will make the remaining investment in several
installments throughout the fiscal years ending June 30, 2001 and 2002.
Note 4-
During the quarter ended December 31, 2000, the Corporation repurchased and
retired 112,000 warrants for $112,000. The warrants represented a right to
purchase 112,000 shares of common stock and had an exercise price of $8 per
share. The warrants were originally assigned a valued of $456,000. Common stock
was increased by the difference between the repurchase price and the originally
assigned value.
Note 5-
The Company's Board of Directors has authorized a program to repurchase up to
500,000 shares of the Company's stock at $8.00 per share in a tender offer.
Subsequent to March 31, 2001, 776,000 shares were tendered resulting in the pro
ration and acceptance of 64% of the tendered shares (500,000 shares).
Note 6-
During December 2000, the Company entered into an agreement with its sole lender
in order to modify the terms of the lending agreement. As a result, the
financial based debt covenant was amended. As of the end of the fiscal year the
new covenant requires the Company to maintain a debt service coverage ratio of
at least 1.15 to 1. Until such time this ratio reaches 1.25 to 1, the Company is
required to maintain unrestricted, unencumbered cash or marketable securities of
at least $600,000. As of March 31, 2001, the Company's debt service ratio was
less than 1.25. Consequently, $600,000 is classified as restricted cash on the
accompanying balance sheet. Furthermore, the terms of the loan restrict the
Company from incurring any additional indebtedness during the term of the loan.
Note 7-
In July 1999, the Company consummated an asset purchase agreement (the Purchase
Agreement) with Tree Top, Inc. The Purchase Agreement governed the sale of all
intangible assets (primarily trademarks, know-how, and customer lists) and
certain of the equipment relating to the Company's processed apple products
line. Although the Purchase Agreement excluded other product lines within the
Company's ingredient segment, the Company decided to actively seek buyers for
the remaining product lines of the ingredients segment and has discontinued
production of all ingredients segment products. Consequently, the ingredients
segment has been presented as a discontinued operation in the accompanying
consolidated financial statements for all periods presented.
The purchase price for the sale of the processed apple products line of $12
million was paid in cash at the closing date of the sale on July 30, 1999. In
addition, equipment with a net book value of $1,478,000 was sold for $500,000
and apple product inventories with a cost of $1.7 million were purchased for
$1.9 million. Tree Top, Inc. did not assume any of the Company's liabilities. In
connection with the Purchase Agreement, the Company and certain shareholders,
directors, and management have agreed not to compete with Tree Top, Inc. in
processed apple product lines for a period of three to ten years. In addition,
as part of the transaction, the Company sold the Vacu-dry trademark. Thus, the
Company changed its name to SonomaWest Holdings, Inc. in December 1999.
In the third quarter of fiscal 2000, the Company decided to dispose of its
organic packaged foods operations. Accordingly, the organic packaged foods
segment is included in discontinued operations in the accompanying consolidated
financial statements for all periods presented. The Company received $1.1
million for all intellectual property, consisting of the Made In Nature brand
name and all related trademarks, and certain dried fruit inventory of the
organic packaged goods segment from Premier Valley Foods, Inc. in May 2000.
Remaining assets of this segment have been disposed of as of March 31, 2001.
Upon the disposal of the Company's remaining ingredients assets, the sole
remaining line of business will be its real estate management and rental
operations.
During fiscal 2000, the Company recorded a net after-tax gain of $3.2 million
from the sale of the processed apple product line and the disposal of the
remaining product lines of the ingredients segment and the organic packaged
foods segment. The net after-tax gain included $16.1 million of proceeds from
the sales offset by: a) the write-down of assets related to the discontinued
segments to their estimated net realizable value (assets which were impaired as
a direct result of the decision to discontinue the segments); b) costs incurred
in closing the discontinued segments (consisting primarily of severance costs,
professional fees, relocation costs and lease buy-outs); c) estimated operating
losses to be incurred during the wind-down period; and d) losses on sale of
equipment.
Summarized historical information of the discontinued operations is as follows:
(in thousands) Nine months Ended March 31,
---------------------------
2001 2000
---- ----
Income statement data:
Revenues $384 $9,264
Costs and expenses (97) (9,211)
---- -------
Operating income 287 53
Income tax expense (115) (21)
----- -------
Income from discontinued operations, net of income taxes $172 $ 32
===== =======
March 31, 2001 June 30, 2000
-------------- -------------
Balance sheet data:
Property, plant and equipment, net 122 122
--- ---
Total assets of discontinued operations 122 122
=== ===
Accounts payable - 234
Provision for severance, transaction costs, wind-down costs and
other liabilities related to the decision to discontinue the segments 254 394
--- ---
Total liabilities of discontinued operations 254 628
--- ---
Net liabilities of discontinued operations $(132) $(506)
====== ======
Note 8 -
Statement of Cash Flows - Interest and income tax payments reflected in the
Consolidated Statement of Cash Flows were as follows:
(in thousands) 2001 2000
---- ----
Interest paid $ 119 $ 285
Income taxes paid $ - $ 420
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
SonomaWest Holdings, Inc. (the "Company") is including the following
cautionary statement in this Form 10-Q to make applicable and take advantage of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 for any forward looking statements made by, or on behalf of, the Company.
Forward looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance and underlying assumptions, and
other statements which are other than statements of historical facts. Certain
statements contained herein are forward looking statements and, accordingly,
involve risks and uncertainties which could cause actual results or outcomes to
differ materially from those expressed in the forward looking statements. In
addition to other factors and matters discussed elsewhere herein, these risks
and uncertainties include, but are not limited to, uncertainties affecting the
real estate market, performance of the Company's investment, and management of
growth. The Company's expectations, beliefs and projections are expressed in
good faith and are believed by the Company to have a reasonable basis, including
without limitation, management's examination of historical operating trends,
data contained in the Company's records and other data available from third
parties, but there can be no assurance that management's expectations, beliefs
or projections will result or be achieved or accomplished. The Company disclaims
any obligation to update any forward-looking statements to reflect events or
circumstances after the date hereof.
The financial statements herein presented for the quarters and nine months
ended March 31, 2001 and 2000 reflect all the adjustments that in the opinion of
management are necessary for the fair presentation of the financial position and
results of operations for the periods then ended. All adjustments during the
periods presented are of a normal recurring nature unless otherwise stated.
OVERVIEW
Since the Company acquired certain of the assets and liabilities of Made in
Nature, Inc. in June 1998, the Company had operated in three business segments:
industrial dried fruit ingredients, organic packaged foods and real estate. The
Company commenced a strategic reorganization upon the announcement of the
proposed sale of its apple-based industrial ingredients product line in June
1999. In August 1999 the decision was made to sell or discontinue all product
lines in the Company's industrial dried fruit ingredients business segment. In
January 2000, the Company decided to sell or discontinue its organic packaged
foods business. As a result of these decisions, both business segments are
considered discontinued operations and their operating results, results of cash
flows, net assets and liabilities are reflected outside of the Company's
continuing operations. The Company's sole remaining line of business is its real
estate management and rental operations. Additionally, the Company is committed
to a $3 million minority investment in a telecommunications company to be funded
over the next two fiscal years.
DISCONTINUED OPERATIONS
In July 1999, the Company sold the bulk of its apple-based industrial
ingredients product line to Tree Top, Inc., of Selah, Washington. This product
line represented 55% and 81% of the Company's sales for the years ended June 30,
1999 and 1998, respectively. This sale, which was recorded in the first quarter
of fiscal 2000, is an important element of the Company's strategic plan to
improve the return on its investments and increase shareholder value by exiting
businesses with low returns and high capital requirements. The transaction
provided financial resources to support the Company's real estate and other
business opportunities. Following completion of the sale, the Company determined
in August 1999 that the remaining product lines in the Company's vacuum
ingredients segment of its business would be discontinued and held for sale.
These product lines included the Company's dried ingredients, Perma-Pak
long-term food storage, and drink mix businesses. In January 2000, the Company
decided to sell or discontinue its organic packaged goods business. As a result
of these decisions, the Company has classified these business segments as
discontinued operations. Accordingly, the Company has segregated the net assets
of the discontinued operations in the consolidated balance sheets at March 31,
2001 and June 30, 2000, the operating results of the discontinued operations in
the consolidated statements of operations for the three and nine months ended
March 31, 2001 and 2000 and the cash flows from discontinued operations in the
consolidated statements of cash flows for the nine months ended March 31, 2001
and 2000.
For the nine months ended March 31, 2001, the Company recorded after-tax
earnings from discontinued operations of $172,000 on revenue of $384,000. This
compares to an after-tax earnings of $32,000 on revenue of $9,264,000 for the
nine months ended March 31 2000. The decline in revenue in the discontinued
operations is due to the sale of the apple ingredients and organic packaged
goods businesses in fiscal 2000. After the allocation of selling, general and
administrative expenses between continuing and discontinued operations, the
discontinued businesses generated $287,000 of operating income for the nine
months ended March 31, 2001 versus an operating income of $53,000 for the nine
months ended March 31, 2000.
The Company is actively marketing all remaining assets of its discontinued
businesses (primarily inventory), but there can be no assurances that there will
be a sale of all or any of the remaining assets.
RESULTS OF CONTINUING OPERATIONS
The Company's continuing line of business consists of the leasing and
development of the Company's real estate. Additionally, the Company has
committed to a $3 million minority investment in a telecommunications company
(of which $466,000 has been invested to date). The Company intends to develop
its real estate largely for agricultural and industrial rental. The current use
permit for the Company's former production site requires that the facility be
used exclusively for diversified agricultural purposes. The Company is
attempting to broaden the use permit to allow other types of activities, but
there can be no assurance that such efforts will be successful. The Company's
other piece of real estate is already zoned for industrial use.
Results of Operations
- ---------------------
The Company's continuing line of business is its real estate management and
rental operations consisting of several buildings and yards on two property
locations. The two properties have a combined leaseable area of approximately
470,000 square feet on 81 acres of land. Twenty-four tenants that have varying
original lease terms ranging from month-to-month to eight years with options to
extend the leases by approximately 287,000 square feet or 66% of the properties'
available lease space. Additionally, the Company has committed to $3 million
minority investment in a telecommunications company. Currently, there are no
other plans to make any additional investments.
Rental Revenue. The Company leases warehouse, cold storage, production, and
office space as well as outside storage space at both of its properties. For the
nine months ending March 31, 2001, rental revenue decreased 7% or $68,000 to
$886,000 compared to the corresponding period in the prior year. This decrease
was primarily a result of losing a significant tenant at the Company's former
production facility. This facility is approximately 57% occupied. The Company's
other property is approximately 76% occupied. While the Company and its retained
broker are actively marketing the properties to prospective tenants, there can
be no assurance that tenants will be found in the near term.
Operating Costs. Operating costs consist of direct costs related to
continuing operations and all general corporate costs. Only direct selling,
general and administrative costs related to the ingredients and organic packaged
goods businesses were allocated to discontinued operations in the consolidated
statements of operations. The Company's operating results will be negatively
impacted as long as the tenant rental revenue stream fails to cover existing
operating costs. Cost reduction efforts to minimize any avoidable spending have
been undertaken to minimize negative operating results while the tenant search
continues. For the nine months ending March 31, 2001, operating costs increased
2% or $30,000 to $1,573,000 compared to the corresponding period in the prior
year, as costs have begun to normalize for the continuing operation.
Interest and Other Income (Expense), Net. Interest and other income
(expense) net consists primarily of interest income on the Company's cash
balances, and interest expense on mortgage debt and shareholder loans. In Fiscal
2000, proceeds from the sale of the ingredients business were used to pay off
the Company's revolving bank line of credit and substantially reduce long-term
debt. As a result, for the nine months ending March 31, 2001, the Company was a
net investor of cash, generating $369,000 of interest income and incurring
$119,000 of interest expense, while in the corresponding period in prior year it
was a net investor generating interest income of $284,000 and incurring interest
expense of $176,000.
Income Taxes. The effective tax rate for the nine months ended March 31,
2001 was 40%, or approximately the statutory rate after the federal benefit for
state income taxes.
Liquidity and Capital Resources
- -------------------------------
The Company had cash of $7.5 million at March 31, 2001, and current
maturities of long-term debt of $56,000. In fiscal 2000, the Company used a
portion of the $16.1 million net proceeds from its discontinued businesses to
pay off borrowings under its bank line of credit and retire a significant
portion of its long-term debt. In August 2000, the Company elected to prepay in
full a remaining shareholder note payable (scheduled to mature in 2003), in the
amount of $564,000 plus accrued interest. Although the Company generated
$511,000 from operating activities, the cash balances decreased from $8.4
million at June 30, 2000 primarily as a result of an investment in Metro PCS
(see below), the repurchase of warrants, the shareholder note payoff and
payments of liabilities related to discontinued operations.
During December 2000, the Company entered into an agreement with its sole
lender in order to modify the terms of the lending agreement. As a result, the
financial based debt covenant was amended. The new covenant requires the
Company, at the end of each Fiscal Year, to maintain a debt service coverage
ratio at least 1:15 to 1. Until such time this ratio reaches 1.25 to 1, the
Company is required to maintain unrestricted, unencumbered cash or marketable
securities of at least $600,000. As of March 31, 2001, the Company's debt
service ratio was less than 1.25. Consequently, $600,000 is classified as
restricted cash on the accompanying balance sheet. Furthermore, the terms of the
loan restrict the Company from incurring any additional indebtedness during the
term of the loan.
The Company has committed itself to a $3 million investment in the
preferred stock of a privately held telecommunications company, MetroPCS, Inc.,
which is expected to be funded in fiscal 2001 and 2002. As of March 31, 2001,
the Company had invested $466,000 on its $3 million commitment. The Company has
accounted for the investment using the cost method. It is expected that the
remaining $2,534,000 is to be funded in several installments throughout the
fiscal years ending June 30, 2001 and 2002.
In December 2000, The Corporation repurchased and retired 112,000 warrants
for $112,000. The warrants represented a right to purchase 112,000 shares of
common stock and had an exercise price of $8 per share. The warrants were
originally assigned a valued of $456,000. Common stock was increased by the
difference between the repurchase price and the originally assigned value.
The Company's Board of Directors has authorized a program to repurchase up
to 500,000 shares of the Company's stock at $8.00 per share in a tender offer.
Subsequent to March 31, 2001, 776,000 shares were tendered resulting in the pro
ration and acceptance of 64% of the tendered shares (500,000 shares).
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None
b. Reports on Form 8-K
None
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 9, 2001
/s/ Gary L. Hess
- ------------------
Gary L. Hess,
Chief Executive Officer, President and Chief Financial Officer