<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-05535
Prospectus Supplement No. 2, dated November 14, 1996
(To Prospectus dated September 19, 1996,
as supplemented on October 23, 1996)
[logo] AAI
APPLIED ANALYTICAL INDUSTRIES, INC.
Common Stock
(par value $0.001 per share)
On November 14, 1996, the Company filed its Quarterly Report on Form 10-Q
for the period ended September 30, 1996 with the Securities and Exchange
Commission. A copy of the Quarterly Report is attached.
<PAGE> 2
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 SEPTEMBER, 30, 1996
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 0-21185
APPLIED ANALYTICAL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-2687849
- ----------------------------------------- --------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5051 New Centre Drive
Wilmington, North Carolina 28403
(Address of Principal Executive Offices)
(Zip Code)
(910) 392-1606
(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
-------- --------
As of October 31, 1996, there were 16,286,069 shares of Applied Analytical
Industries, Inc. common stock outstanding.
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APPLIED ANALYTICAL INDUSTRIES, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
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<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Condensed Consolidated Statement of Income 2
Condensed Consolidated Balance Sheet 3
Condensed Consolidated Statement of Cash Flows 4
Notes to Condensed Consolidated Financial Statements 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 6
PART II. OTHER INFORMATION
Any item which is not applicable or to which the answer is
negative has been omitted.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURES 9
</TABLE>
1
<PAGE> 4
APPLIED ANALYTICAL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- -------------------------
1996 1995 1996 1995
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales (includes related party net sales
of $2,608, $2,732, $7,575 and $5,802 for
the three months ended September 30, 1996 and
1995 and the nine months ended September 30,
1996 and 1995, respectively) $ 10,396 $ 8,932 $ 31,170 $ 25,533
Operating costs and expenses:
Cost of sales 4,194 3,476 13,010 10,746
Selling 1,448 1,305 4,575 3,655
General and administrative 2,016 1,959 6,672 5,951
Research and development 1,398 939 3,189 2,294
------------ ----------- ------------ ------------
9,056 7,679 27,446 22,646
------------ ----------- ------------ ------------
Income from operations: 1,340 1,253 3,724 2,887
------------ ----------- ------------ ------------
Other income (expense)
Interest (113) (266) (353) (742)
Other 73 46 292 118
------------ ----------- ------------ ------------
(40) (220) (61) (624)
------------ ----------- ------------ ------------
Income before income taxes 1,300 1,033 3,663 2,263
Provision for income taxes 501 -- 1,468 --
------------ ----------- ------------ ------------
Income after income taxes 799 1,033 2,195 2,263
Equity income (loss) -- 55 -- (359)
------------ ----------- ------------ ------------
Net income $ 799 $ 1,088 $ 2,195 $ 1,904
============ =========== ============ ============
Earnings per share $ 0.06 $ 0.18
============ ============
Weighted average shares outstanding 13,484 12,444
============ ============
Pro forma data (unaudited):
Net income, as reported $ 1,088 $ 1,904
Pro forma income taxes 433 937
=========== ============
Pro forma net income $ 655 $ 967
=========== ============
Pro forma earnings per share $ 0.05 $ 0.08
=========== ============
Weighted average shares outstanding 11,918 11,918
=========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
APPLIED ANALYTICAL INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- -------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 47,838 $ 13,081
Accounts receivable:
Trade and other 8,922 7,302
Related parties 1,550 73
Work-in-progress 2,960 4,134
Prepaid and other current assets 3,334 1,238
------------- -------------
Total current assets 64,604 25,828
------------- -------------
Property and equipment 25,206 20,139
Less: accumulated depreciation (10,682) (9,235)
------------- -------------
14,524 10,904
Other assets 2,374 2,424
------------- -------------
Total assets $ 81,502 $ 39,156
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving and other current loan obligations $ 1,525 $ 4,081
Current maturities of long-term debt 645 645
Accounts payable and other accrued liabilities 5,955 5,751
Customer advances 795 1,677
Dividends payable --- 1,300
------------- -------------
Total current liabilities 8,920 13,454
Long-term debt and other liabilities 3,266 3,712
------------- -------------
Total liabilities 12,186 17,166
------------- -------------
Stockholders' equity:
Preferred stock --- ---
Common stock 16 321
Additional paid-in-capital 67,383 21,510
Retained earnings 2,747 552
------------- -------------
70,146 22,383
Treasury stock and other reductions (830) (393)
------------- -------------
Total stockholders' equity 69,316 21,990
------------- -------------
Total liabilities and stockholders' equity $ 81,502 $ 39,156
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
APPLIED ANALYTICAL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------------
1996 1995
-------------- --------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,195 $ 1,904
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 1,475 1,168
Equity (income) loss --- 359
Other, net 39 5
Changes in assets and liabilities:
Trade and other receivables (3,097) (1,257)
Other, net (1,616) (1,072)
--------------- ---------------
Net cash provided (used) by operating activities (1,004) 1,107
--------------- ---------------
Cash flows from investing activities:
Purchase of property and equipment (5,070) (1,061)
Other, net 55 (1,707)
--------------- ---------------
Net cash used by investing activities (5,015) (2,768)
--------------- ---------------
Cash flows from financing activities:
Net (payments) proceeds on line of credit (2,556) 1,961
Net (payments) proceeds from long-term borrowings (446) 1,071
Net proceeds from sale of common stock 44,829 ---
Dividends (1,051) (1,761)
--------------- ---------------
Net cash provided (used) by financing activities 40,776 1,271
--------------- ---------------
Net increase (decrease) in cash 34,757 (390)
Cash and cash equivalents, beginning of period 13,081 473
--------------- ---------------
Cash and cash equivalents, end of period $ 47,838 $ 83
=============== ===============
Supplemental information - cash paid for:
Interest $ 359 $ 213
Income taxes $ 1,393 $ ---
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
APPLIED ANALYTICAL INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and
applicable Securities and Exchange Commission regulations for interim financial
information. These financial statements do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. It is presumed that users of this interim financial
information have read or have access to the audited financial statements for the
preceding fiscal year. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for fair presentation have
been included. Operating results for the interim periods presented are not
necessarily indicative of the results that may be expected for the full year.
Pro forma financial information is presented on the condensed consolidated
statement of income to reflect a pro forma income tax provision for 1995. Prior
to November 17, 1995, the Company was treated as an S Corporation for income tax
purposes and was not subject to federal and state income taxes. The pro forma
income tax provision applies federal and state income tax rates that would have
resulted if the Company had been subject to corporate income taxes from the
beginning of the year.
2. Stockholders' Equity
On September 19, 1996, the Company completed an initial public offering ("IPO")
of 3,105,000 shares of Common Stock at $16.00 per share. The net proceeds of the
IPO, after underwriting discount and costs in connection with the sale and
distribution of the securities, were approximately $45 million. Concurrent with
the closing of the IPO, all outstanding shares of the Company's Series A
convertible preferred stock and Class B non-voting common stock were converted
into shares of the Company's voting common stock, $.001 par value per share.
The Company recorded unearned compensation of approximately $490 thousand as a
reduction to stockholder's equity for a March 1996 award under the Company's
1995 Restricted Stock Award Plan. As of September 30, 1996, approximately $53
thousand of such amount has been expensed. The remaining amount will be
recognized over the two-year vesting period following the IPO.
3. Earnings Per Share
The weighted average shares outstanding used in the calculation of earnings per
share and pro forma earnings per share include the effect of the conversion of
convertible preferred stock and Class B common stock described above as if they
were converted as of January 1, 1995. Additionally, common stock or equivalent
shares from stock options and awards sold or issued at prices below the IPO
price per share in the twelve months preceding the initial filing have been
included in the calculation as if outstanding as of January 1, 1995.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Quarter ended September 30,1996 compared to quarter ended September 30, 1995
Net sales for the third quarter of 1996 increased to $10.4 million compared to
$8.9 million in the third quarter of 1995. Revenues from fee-for-service
business increased 23% to $10.1 million from $8.2 million in the corresponding
quarter of 1995. License revenues for the third quarter of 1996 were $312
thousand as compared to $738 thousand for the third quarter of 1995. All of the
Company's license revenues for the first nine months of 1995 occurred in the
third quarter of 1995.
Costs of sales for the third quarter of 1996 increased as a percent of net sales
to 40.3% from 38.9% during the comparable period of 1995. This increase is
primarily attributable to the impact of the fluctuation in license revenues. The
Company has experienced no significant increases in the components of costs of
sales as a percentage of net sales. Excluding license revenues from net sales,
the cost of sales percentage declined slightly in 1996 compared to 1995.
Selling expense for the third quarter of 1996 increased by 11% to $1.4 million
from $1.3 million in the third quarter of 1995; however, it decreased as a
percent of net sales to 13.9% compared to 14.6% in 1995. The increase in selling
expense is primarily attributable to marketing expansions to the West Coast of
the United States and Europe.
General and administrative expense for the third quarter of 1996 increased by 3%
but decreased as a percent of net sales to 19.4% compared to 21.9% in 1995.
General and administrative expenses have been in-line with expectations and the
Company has continued its effort to control these costs.
Research and development costs for the third quarter of 1996 increased by 49% to
$1.4 million from $0.9 million in the third quarter of 1995. This increased
spending as a percentage of net sales to 13.4% compared to 10.5% in 1995. The
increase in research and development costs reflects an increase in the number of
active projects in 1996 compared to those under development in 1995.
Interest expense declined in 1996 compared to 1995 as a result of reduced
borrowings.
Net income for the third quarter of 1996 increased 22% compared to pro forma net
income for the third quarter of 1995. The increase in net income is primarily
attributable to the increase in net sales.
Nine months ended September 30, 1996 compared to nine months ended September 30,
1995
Net sales for the nine months ended September 30, 1996 increased to $31.2
million compared to $25.5 million in the corresponding period of 1995. Revenues
from fee-for-service business increased 21% to $29.9 million compared to $24.8
million in 1995. License revenues increased 69% to $1.2 million compared to $0.7
million in 1995.
6
<PAGE> 9
Costs of sales for the first nine months of 1996 declined slightly as a percent
of net sales to 41.7% from 42.1% in the comparable period of 1995. The Company
has experienced no significant increases in the components of costs of sales as
a percentage of net sales.
Selling expense for the first nine months of 1996 increased by 25% to $4.6
million from $3.7 million in the corresponding period of 1995 and increased as a
percent of net sales to 14.7% compared to 14.3% in 1995. The increase in
selling expense is primarily attributable to marketing expansions to the
West Coast of the United States and Europe.
General and administrative expense for the first nine months of 1996 increased
by 12% to $6.7 million from $6.0 million in the corresponding period of 1995;
however, it decreased as a percent of net sales to 21.4% compared to 23.3% in
1995. The decrease as a percent of net sales is a reflection of the
Company's continued effort to control general and administrative costs.
Research and development costs for the first nine months of 1996 increased by
39% to $3.2 million from $2.3 million in the corresponding period of 1995. This
increased spending to 10.2% of net sales compared to 9.0% of net sales in 1995.
The increase in research and development costs reflects an increase in the
number of active projects in 1996 compared to those under development in 1995.
Interest expense declined in 1996 compared to 1995 as a result of reduced
borrowings.
Net income for the first nine months of 1996 increased 127% compared to pro
forma net income for the corresponding period of 1995. The increase in net
income is primarily attributable to the increase in net sales in 1996 and not
recognizing any loss on its equity investment in Endeavor. During the nine
months ended September 30,1995, the Company recognized a net loss of $359
thousand from its equity investment in Endeavor.
Quarterly Results
The Company's quarterly results have been, and are expected to continue to be,
subject to fluctuations. Quarterly results can fluctuate as a result of a number
of factors, including the commencement, completion or cancellation of large
contracts, progress of ongoing contracts, recognition of licensing revenue,
potential acquisitions, the timing of start-up expenses for new facilities and
changes in the mix of services. Since a large percentage of the Company's
operating costs are relatively fixed, variations in the timing and progress of
large contracts or the recognition of licensing revenue (on projects for which
associated expense may have been recognized in prior periods) can materially
affect quarterly results. The Company believes that comparisons of its quarterly
financial results are not necessarily meaningful and should not be relied upon
as an indication of future performance.
7
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its business through operating cash flows, proceeds from
borrowings and the issuance of equity. On September 19, 1996, the Company
completed an IPO of common stock with net proceeds to the Company of
approximately $45 million. Working capital at September 30, 1996 was
approximately $55.7 million compared to $12.4 million at December 31, 1995. The
increase is primarily attributable to the IPO proceeds.
Capital expenditures for the first nine months of 1996 were $5.1 million
compared to $1.1 million for the corresponding period of 1995. The increase in
1996 is primarily attributable to the expansion of clinical supply manufacturing
facilities and formulation development facilities, and additional scientific
instrumentation acquired to expand the capacity of laboratory operations.
In May 1996, the Company acquired an option to purchase the outstanding stock of
a European contract research and development organization. The Company paid
approximately $1.0 million to acquire such option, which amount is held in
escrow and will be applied to the purchase price if the Company elects to
exercise such option or returned to the Company if, prior to the expiration of
the option, certain substantial conditions are not satisfied. The Company is
currently conducting its due diligence review and, at this time, does not have
sufficient information to determine if this option will be exercised. The
option terminates on November 28, 1996.
The Company expects to continue expanding its operations through internal growth
and strategic acquisitions. The Company expects such activities will be funded
from existing cash and cash equivalents, cash flow from operations and
borrowings under its credit line. The Company believes that such sources of cash
will be sufficient to fund operations for the foreseeable future and to pay
existing debt and other capital obligations as they become due. Although the
Company has no present acquisition agreements or arrangements other than
described above, there may be acquisition or other growth opportunities that
require additional external financing, and the Company may from time to time
seek to obtain funds from public or private issuances of equity or debt
securities. There can be no assurances that such financings will be available on
terms acceptable to the Company.
8
<PAGE> 11
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
A list of the exhibits required to be filed as part of this
Report on Form 10-Q is set forth in the "Exhibit Index", which
immediately precedes such exhibits, and is incorporated herein
by reference.
(b) Reports on Form 8-K (Not Applicable)
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.
APPLIED ANALYTICAL INDUSTRIES, INC.
Date: November 14, 1996 By: /s/ R. Forrest Waldon
--------------------------------------------
R. Forrest Waldon
Vice President and Secretary
(Duly Authorized Officer)
Date: November 14, 1996 By: /s/ Mark P. Colonnese
--------------------------------------------
Mark P. Colonnese
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
9
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ ---------------------------------------------------------------------
<C> <C> <S>
3.1 -- Amended and Restated Certificate of Incorporation of the Company
3.2 -- Restated By-laws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1
(Registration Statement No. 333-05535))
4.1 -- Articles Fourth, Seventh, Eleventh and Twelfth of the Amended
and Restated Certificate of Incorporation of the Company (included in
Exhibit 3.1)
4.2 -- Article II of the Restated By-laws of the Company (included
in Exhibit 3.2)
4.3 -- Specimen Certificate for shares of Common Stock, $.001 par value, of
the Company (incorporated by reference to Exhibit 4.3
to the Company's Registration Statement on Form S-1 (Registration
No. 333-05535))
10.1 -- Employment Agreement dated November 17, 1995 between the Company and
Frederick D. Sancilio (incorporated by reference to Exhibit 10.1
to the Company's Registration Statement on Form S-1 (Registration
No. 333-05535))
10.2 -- Applied Analytical Industries, Inc. 1995 Restricted Stock Award Plan
(incorporated by reference to Exhibit 10.2 to the Company's Registration
Statement on Form S-1 (Registration No. 333-05535))
10.3 -- Applied Analytical Industries, Inc. 1995 Stock Option Plan (incorporated
by reference to Exhibit 10.3 to the Company's Registration Statement on
Form S-1 (Registration No. 333-05535))
10.4 -- Applied Analytical Industries, Inc. 1996 Stock Option Plan (incorporated
by reference to Exhibit 10.4 to the Company's Registration Statement on
Form S-1 (Registration No. 333-05535))
10.5 -- Stockholder Agreement dated as of November 17, 1995 among the
Company, GS Capital Partners II, L.P., GS Capital Partners II
Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH, Stone Street
Fund 1995, L.P., Bridge Street Fund 1995, L.P., Noro-Moseley Partners
III, L.P., Wakefield Group Limited Partnership, James L. Waters,
Frederick D. Sancilio and the parties listed on Schedule 1 thereto
(incorporated by reference to Exhibit 10.5 to the Company's Registration
Statement on Form S-1 (Registration No. 333-05535))
10.6 -- Preferred Stock Purchase Agreement dated as of November 17, 1995
among the Company, GS Capital Partners II, L.P., GS Capital Partners
II Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH, Stone
Street Fund 1995, L.P., Bridge Street Fund 1995, L.P., Noro-Moseley
Partners III, L.P., Wakefield Group Limited Partnership and James L.
Waters (incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1 (Registration No. 333-05535))
10.7 -- Loan Agreement dated as of December 21, 1992 between NationsBank, N.A.
and the Company, together with the First Amendment and Second Amendment
thereto and agreement extending the term thereof (incorporated by
reference to Exhibit 10.7 to the Company's Registration Statement on
Form S-1 (Registration No. 333-05535))
10.8 -- Loan Agreement dated as of November 1, 1988 between the Company and
The New Hanover County Industrial Facilities and Pollution Control
Financing Authority (incorporated by reference to Exhibit 10.8
to the Company's Registration Statement on Form S-1 (Registration
No. 333-05535))
10.9 -- Letter of Credit Reimbursement Agreement dated November 1, 1988
between NationsBank, N.A. and the Company (incorporated by
reference to Exhibit 10.9 to the Company's Registration Statement on
Form S-1 (Registration No. 333-05535))
10.10 -- Lease Agreement dated as of March 7, 1994 between 5051 New Centre
Drive, L.L.C., as landlord, and the Company, as tenant (incorporated
by reference to Exhibit 10.10 to the Company's Registration Statement
on Form S-1 (Registration No. 333-05535))
10.11 -- Lease Agreement dated as of December 23, 1993 between I-40
Properties, as landlord, and the Company, as tenant (incorporated by
reference to Exhibit 10.11 to the Company's Registration Statement on
Form S-1 (Registration No. 333-05535))
10.12 -- Development Agreement dated as of April 25, 1994 between the Company
and Endeavor Pharmaceuticals, Inc. (f/n/a GenerEst, Inc.)
(incorporated by reference to Exhibit 10.12 to the Company's
Registration Statement on Form S-1 (Registration No. 333-05535))
10.13 -- Development Agreement dated as of April 4, 1995 between the Company
and Aesgen, Inc. (incorporated by reference to Exhibit 10.13
to the Company's Registration Statement on Form S-1 (Registration
No. 333-05535))
10.14* -- Option Agreement dated May 28, 1996 with respect to an option granted
to the Company to acquire a certain European contract research and
development organization (incorporated by reference to Exhibit 10.14
to the Company's Registration Statement on Form S-1 (Registration
No. 333-05535))
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ ---------------------------------------------------------------------
<C> <C> <S>
10.15 -- Letter dated August 22, 1996 from NationsBank, N.A. to the Company
extending the maturity of certain indebtedness (incorporated by
reference to Exhibit 10.15 to the Company's Registration Statement
on Form S-1 (Registration No. 333-05535))
10.16 -- Registration Rights Agreement dated as of November 17, 1996 among the
Company, GS Capital Partners II, L.P., GS Capital Partners II
Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH, Stone Street
Fund 1995, L.P., Bridge Street Fund 1995, L.P., Noro-Moseley
Partners III, L.P., Wakefield Group Limited Partnership, James L. Waters,
Frederick D. Sancilio and the parties listed on Schedule 1 thereto
(incorporated by reference to Exhibit 10.16 to Post-effective
Amendment No. 1 to the Company's Registration Statement on Form S-1
(Registration No. 333-05535))
10.17 -- Underwriting Agreement dated September 19, 1996 between the Company and
Goldman, Sachs & Co., Cowen & Company and Lehman Brothers, Inc., as
representatives of the underwriters listed on Schedule 1 thereto
27 -- Financial Data Schedule (for SEC use only)
</TABLE>
- ---------------
* Certain information has been omitted from this exhibit pursuant to a request
for confidential treatment granted by the Securities and Exchange
Commission on September 18, 1996.
[EXHIBITS NOT ATTACHED]
