<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
------------------------
[ ] 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: 333-12293
Peoples Bancorp, Inc.
-------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-2265412
------------------------------- ----------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
119 Maple Street, Carrollton, Georgia 30117
-----------------------------------------------------
(Address of principal executive offices)
(770) 838-9608
----------------------------
(Issuer's telephone number)
N/A
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
------- ---------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 1, 2000: 800,000; $.01 par value.
Transitional Small Business Disclosure Format Yes No X
------- -------
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
--------------------------------------------------------------------------------
INDEX
-----
<TABLE>
<CAPTION>
Page
----
PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheet - September 30, 2000......................................................3
Consolidated Statements of Income and Comprehensive
Income - Three Months Ended September 30, 2000 and 1999
and Nine Months Ended September 30, 2000 and 1999...................................................4
Consolidated Statement of Cash Flows - Nine
Months Ended September 30, 2000 and 1999............................................................5
Notes to Consolidated Financial Statements...........................................................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............................................7
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders...........................................14
Item 6 - Exhibits and Reports on Form 8-K..............................................................14
Signatures.............................................................................................15
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(Unaudited)
<TABLE>
<S> <C>
Assets
------
Cash and due from banks $ 1,736,762
Interest-bearing deposits in banks 250,801
Federal funds sold 1,865,277
Securities available-for-sale, at fair value 11,391,676
Loans 44,116,525
Less allowance for loan losses 529,271
---------------------
Loans, net 43,587,254
---------------------
Premises and equipment 3,841,779
Other assets 766,424
---------------------
Total assets $ 63,439,973
=====================
Liabilities and Stockholders' Equity
------------------------------------
Deposits
Demand $ 2,978,480
Interest-bearing demand 13,642,992
Savings 366,553
Time 33,237,694
---------------------
Total deposits 50,225,719
Other borrowings 4,500,000
Other liabilities 612,124
---------------------
Total liabilities 55,337,843
---------------------
Commitments and contingent liabilities
Stockholders' equity
Preferred stock, par value $.01; 1,000,000 shares authorized;
none issued or outstanding -
Common stock, par value $.01; 10,000,000 shares authorized;
800,000 shares issued and outstanding 8,000
Capital surplus 7,970,587
Retained earnings 228,775
Accumulated other comprehensive loss (105,232)
---------------------
Total stockholders' equity 8,102,130
---------------------
Total liabilities and stockholders' equity $ 63,439,973
=====================
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------------ ------------------------------------
2000 1999 2000 1999
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Interest income
Loans $ 1,121,800 $ 575,062 $ 2,979,131 $ 1,538,325
Taxable securities 167,076 177,627 513,639 498,569
Deposits in banks 3,878 1,200 11,136 4,754
Federal funds sold 31,323 41,873 79,281 119,738
----------------- ----------------- ----------------- -----------------
Total interest income 1,324,077 795,762 3,583,187 2,161,386
----------------- ----------------- ----------------- -----------------
Interest expense
Deposits 641,634 384,735 1,701,775 1,051,989
Other borrowings 81,800 - 170,281 -
----------------- ----------------- ----------------- -----------------
Total interest expense 723,434 384,735 1,872,056 1,051,989
----------------- ----------------- ----------------- -----------------
Net interest income 600,643 411,027 1,711,131 1,109,397
Provision for loan losses 83,000 47,500 252,000 120,500
----------------- ----------------- ----------------- -----------------
Net interest income after
provision for loan losses 517,643 363,527 1,459,131 988,897
----------------- ----------------- ----------------- -----------------
Service charges on deposit accounts 26,878 18,032 70,391 48,588
Gain on sales of securities available-for-sale - - - 15,950
Other operating income 26,496 16,485 90,118 91,162
----------------- ----------------- ----------------- -----------------
Total other income 53,374 34,517 160,509 155,700
----------------- ----------------- ----------------- -----------------
Other expenses
Salaries and employee benefits 256,416 171,872 779,863 500,322
Occupancy and equipment expenses 79,869 37,084 226,221 19,717
Other operating expenses 130,499 114,125 423,039 339,515
----------------- ----------------- ----------------- -----------------
Total other expenses 466,784 323,081 1,429,123 859,554
----------------- ----------------- ----------------- -----------------
Income before income taxes 104,233 74,963 190,517 285,043
Income tax expense 37,097 26,363 71,446 62,595
----------------- ----------------- ----------------- -----------------
Net income 67,136 48,600 119,071 222,448
----------------- ----------------- ----------------- -----------------
Other comprehensive income (loss):
Unrealized gains (losses) on securities
available-for-sale arising during period, net of tax 91,027 (22,227) 31,999 (149,407)
Less: reclassification adjustment
for gains included in net income, net of tax - - - (10,527)
----------------- ----------------- ----------------- -----------------
Total other comprehensive income (loss) 91,027 (22,227) 31,999 (159,934)
----------------- ----------------- ----------------- -----------------
Comprehensive income $ 158,163 $ 26,373 $ 151,070 $ 62,514
================= ================= ================= =================
Basic and diluted earnings per common share $ 0.08 $ 0.06 $ 0.15 $ 0.28
================= ================= ================= =================
Weighted average shares outstanding (basic
and diluted) 800,000 800,000 800,000 800,000
================= ================= ================= =================
Cash dividends per common share $ - $ - $ - $ -
================= ================= ================= =================
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
<TABLE>
<CAPTION>
2000 1999
--------------------- -----------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 119,071 $ 222,448
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 114,850 29,557
Provision for loan losses 252,000 120,500
Gain on sale of securities available-for-sale - (15,950)
Increase in interest receivable (185,760) (62,135)
Increase in interest payable 237,892 79,604
Other operating activities (56,434) 32,985
--------------------- -----------------------
Net cash provided by operating activities 481,619 407,009
--------------------- -----------------------
INVESTING ACTIVITIES
Purchases of securities available-for-sale (2,581,585) (5,111,107)
Proceeds from sales of securities available-for-sale - 1,200,872
Proceeds from maturities of securities available-for-sale 2,936,648 2,242,704
Net increase in interest-bearing deposits in banks (51,517) (1,000)
Net (increase) decrease in Federal funds sold 158,127 (533,382)
Net increase in loans (14,066,639) (6,988,455)
Purchase of premises and equipment (158,137) (1,184,436)
--------------------- -----------------------
Net cash used in investing activities (13,763,103) (10,374,804)
--------------------- -----------------------
FINANCING ACTIVITIES
Net increase in deposits 11,462,200 9,718,589
Proceeds from other borrowings 2,000,000 -
--------------------- -----------------------
Net cash provided by financing activities 13,462,200 9,718,589
--------------------- -----------------------
Net increase (decrease) in cash and due from banks 180,716 (249,206)
Cash and due from banks, beginning of period 1,556,046 1,038,570
--------------------- -----------------------
Cash and due from banks, end of period $ 1,736,762 $ 789,364
===================== =======================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ 1,634,164 $ 972,385
Income taxes 83,700 $ 80,422
NONCASH TRANSACTION
Net unrealized (gains) losses on securities available-for-sale $ (51,018) $ 241,819
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The consolidated financial information for Peoples Bancorp, Inc. (the
"Company") included herein is unaudited; however, such information
reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a
fair statement of results for the interim period.
The results of operations for the three and nine month periods ended
September 30, 2000 are not necessarily indicative of the results to be
expected for the full year.
NOTE 2. CURRENT ACCOUNTING DEVELOPMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities".
The effective date of this statement has been deferred by SFAS No. 137
until fiscal year beginning after June 15, 2000. However, the
statement permits early adoption as of the beginning of any fiscal
quarter after its issuance. The Company expects to adopt this
statement effective January 1, 2001. SFAS No. 133 requires the Company
to recognize all derivatives as either assets or liabilities in the
balance sheet at fair value. For derivatives that are not designated
as hedges, the gain or loss must be recognized in earnings in the
period of change. For derivatives that are designated as hedges,
changes in the fair value of the hedged assets, liabilities, or firm
commitments must be recognized in earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings,
depending on the nature of the hedge. The ineffective portion of a
derivative's change in fair value must be recognized in earnings
immediately. Management has not yet determined what effect the
adoption of SFAS No. 133 will have on the Company's earnings or
financial position.
There are no other recent accounting pronouncements that have had, or
are expected to have, a material effect on the Company's financial
statements.
6
<PAGE>
PEOPLES BANCORP, INC. AND SUBSIDIARY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the financial position and
operating results of the Company and its bank subsidiary, Peoples Bank
of West Georgia, during the periods included in the accompanying
consolidated financial statements.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
Certain of the statements made herein under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" ("MD&A") are forward-looking statements for purposes of
the Securities Act of 1933, as amended (the "Securities Act") and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
as such may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward looking statements include
statements using the words such as "may," "will," "anticipate,"
"should," "would," "believe," "contemplate," "expect," "estimate,"
"continue," "may," "intend," or other similar words and expressions of
the future. Our actual results may differ significantly from the
results we discuss in these forward-looking statements.
These forward-looking statements involve risks and uncertainties and
may not be realized due to a variety of factors, including, without
limitation: the effects of future economic conditions; governmental
monetary and fiscal policies, as well as legislative and regulatory
changes; the risks of changes in interest rates on the level and
composition of deposits, loan demand, and the values of loan
collateral, securities, and other interest-sensitive assets and
liabilities; interest rate risks; the effects of competition from
other commercial banks, thrifts, mortgage banking firms, consumer
finance companies, credit unions, securities brokerage firms,
insurance companies, money market and other mutual funds and other
financial institutions operating in the Company's market area and
elsewhere, including institutions operating regionally, nationally,
and internationally, together with such competitors offering banking
products and services by mail, telephone, computer, and the Internet.
7
<PAGE>
Liquidity and Capital Resources
As of September 30, 2000, the liquidity ratio of the Company, as
determined under guidelines established by regulatory authorities, was
satisfactory. Management considers the Company's liquidity to be
adequate to meet operating and loan funding requirements. The
liquidity ratio (i.e. cash, short-term assets and marketable assets
divided by deposits and other borrowings) for the Company was
approximately 28%. As the Company grows, management will continue to
monitor liquidity and make adjustments as deemed necessary.
At September 30, 2000, the capital ratios of the Company and the Bank
were adequate based on regulatory minimum capital requirements. The
minimum capital requirements and the actual capital ratios for the
Company and the Bank are as follows:
<TABLE>
<CAPTION>
Actual
-------------------------------
Peoples Bank Regulatory
Peoples of West Minimum
Bancorp, Inc. Georgia Requirement
--------------- -------------- ---------------
<S> <C> <C> <C>
Leverage capital ratios 13.44 % 10.42 % 4.00 %
Risk-based capital ratios:
Core capital 17.28 13.42 4.00
Total capital 18.39 14.55 8.00
</TABLE>
As the Company continues to grow and the loan portfolio increases, the
capital ratios will decrease to levels closer to, but still in excess
of regulatory minimum requirements.
8
<PAGE>
Financial Condition
Following is a summary of the Company's balance sheets for the periods
indicated:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999 Increase (Decrease)
-------------- ---------------- --------------------------------
(Dollars in Thousands) Amount Percent
----------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
Cash and due from banks $ 1,737 $ 1,556 $ 181 11.63 %
Interest-bearing deposits in banks 251 199 52 26.13
Securities 11,392 11,696 (304) (2.60)
Federal funds sold 1,865 2,023 (158) (7.81)
Loans, net 43,587 29,773 13,814 46.40
Premises and equipment 3,842 3,799 43 1.13
Other assets 766 570 196 34.39
-------------- ---------------- --------------
$ 63,440 $ 49,616 $ 13,824 27.86
============== ================ ==============
Deposits $ 50,226 $ 38,764 $ 11,462 29.57 %
Other borrowings 4,500 2,500 2,000 80.00
Other liabilities 612 401 211 52.62
Stockholders' equity 8,102 7,951 151 1.90
-------------- ---------------- --------------
$ 63,440 $ 49,616 $ 13,824 27.86
============== ================ ==============
</TABLE>
As indicated in the above table, the Company's total assets grew at a rate of
27.86%. Deposit growth of 29.57% coupled with increased other borrowings of
$2,000,000 have been used to fund continued loan growth. The Company is using
the other borrowings as an alternative funding mechanism to deposits. The
Company's loan to deposit ratio has increased from 77.78% at December 31, 1999
to 87.84% at September 30, 2000. Stockholders' equity increased by net income of
$119,000 and reduced unrealized losses on securities available-for-sale, net of
tax, of $32,000.
The increase in deposit growth is significantly attributable to the Company
moving into its new banking facilities in downtown Carrollton in the last
quarter of 1999 and the opening of its Douglasville branch in the first quarter
of 2000. The Company has also entered into a contract to purchase an existing
banking facility in Villa Rica at a cost of $400,000. The Company expects to
open this full service branch in June of 2001.
9
<PAGE>
Results of Operations For The Three Months Ended September 30, 2000 and 1999 and
for the Nine Months Ended September 30, 2000 and 1999
Following is a summary of the Company's operations for the periods indicated.
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999 Increase (Decrease)
-------------- ---------------- --------------------------------
(Dollars in Thousands) Amount Percent
----------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
Interest income $ 1,324 $ 796 $ 528 66.33 %
Interest expense 723 385 338 87.79
-------------- ---------------- --------------
Net interest income 601 411 190 46.23
Provision for loan losses 83 48 35 72.92
Other income 53 35 18 51.43
Other expense 467 323 144 44.58
-------------- ---------------- --------------
Pretax income 104 75 29 38.67
Income tax expense 37 26 11 42.31
-------------- ---------------- --------------
Net income $ 67 $ 49 $ 18 36.73 %
============== ================ ==============
<CAPTION>
Nine Months Ended
September 30,
2000 1999 Increase (Decrease)
-------------- ---------------- --------------------------------
(Dollars in Thousands) Amount Percent
----------------------------------- -------------- --------------
<S> <C> <C> <C> <C>
Interest income $ 3,583 $ 2,161 $ 1,422 65.80 %
Interest expense 1,872 1,052 820 77.95
-------------- ---------------- --------------
Net interest income 1,711 1,109 602 54.28
Provision for loan losses 252 121 131 108.26
Other income 161 156 5 3.21
Other expense 1,429 859 570 66.36
-------------- ---------------- --------------
Pretax income 191 285 (94) (32.98)
Income tax expense 72 63 9 14.28
-------------- ---------------- --------------
Net income $ 119 $ 222 $ (103) (46.40) %
============== ================ ==============
</TABLE>
As indicated in the above table, the Company's net interest income has increased
by $190,000 and $602,000 for the third quarter and first nine months of 2000 as
compared to the same periods in 1999. The Company's net interest margin
increased to 4.44% during the first nine months of 2000 as compared to 4.11% for
the first nine months of 1999 and 4.16% for the entire year of 1999. The
increase in net interest income and net interest margin is due primarily to the
increased volume of average loans. The Company has been able to offset higher
interest rates paid on deposits with higher yields earned on loans.
10
<PAGE>
The provision for loan losses increased by $35,000 and $131,000 for the third
quarter and first nine months of 2000 as compared to the same periods in 1999.
The increase is due to a combination of increased net charge-offs of $76,000, an
increase in total nonaccrual loans and overall loan growth, as well as inherent
risk in the loan portfolio. Management does not believe the increases in net
charge-offs and nonaccrual loans indicate any significant negative trend in the
overall credit quality of the loan portfolio. The Company's allowance for loan
losses as a percentage of total loans amounted to 1.20% at September 30, 2000 as
compared to 1.25% at December 31, 1999. The allowance for loan losses is
maintained at a level that is deemed appropriate by management to adequately
cover all known and inherent risks in the loan portfolio. Management's
evaluation of the loan portfolio includes a continuing review of loan loss
experience, current economic conditions which may affect the borrower's ability
to repay and the underlying collateral value.
Information with respect to nonaccrual, past due and restructured loans is as
follows:
<TABLE>
<CAPTION>
September 30,
---------------------------------
2000 1999
--------------- ---------------
(Dollars in Thousands)
---------------------------------
<S> <C> <C>
Nonaccrual loans $ 109 $ 22
Loans contractually past due ninety days or more as to interest
or principal payments and still accruing - -
Restructured loans - -
Loans, now current about which there are serious doubts as to the
ability of the borrower to comply with loan repayment terms - -
Interest income that would have been recorded on nonaccrual
and restructured loans under original terms 7 1
Interest income that was recorded on nonaccrual and restructured loans - -
</TABLE>
It is the policy of the Bank to discontinue the accrual of interest income when,
in the opinion of management, collection of such interest becomes doubtful. This
status is accorded such interest when (1) there is a significant deterioration
in the financial condition of the borrower and full repayment of principal and
interest is not expected and (2) the principal or interest is more than ninety
days past due, unless the loan is both well-secured and in the process of
collection.
Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity or capital resources.
These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.
11
<PAGE>
Information regarding certain loans and allowance for loan loss data is as
follows:
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------------
2000 1999
--------------- ---------------
(Dollars in Thousands)
---------------------------------
<S> <C> <C>
Average amount of loans outstanding $ 37,981 $ 20,758
=============== ===============
Balance of allowance for loan losses at beginning of period $ 377 $ 215
--------------- ---------------
Loans charged off
Commercial and financial 90 18
Real estate mortgage - -
Instalment 12 7
--------------- ---------------
102 25
--------------- ---------------
Loans recovered
Commercial and financial - -
Real estate mortgage - -
Instalment 2 1
--------------- ---------------
2 1
--------------- ---------------
Net charge-offs 100 24
--------------- ---------------
Additions to allowance charged to operating expense during period 252 121
--------------- ---------------
Balance of allowance for loan losses at end of period $ 529 $ 312
=============== ===============
Ratio of net loans charged off during the period to
average loans outstanding .26% .12%
=============== ===============
</TABLE>
Other income increased during the third quarter and first nine months of 2000 as
compared to the same periods in 1999 by $18,000 and $5,000, respectively.
Increased service charges on deposit accounts have been offset by decreased
gains on sales of securities and a decrease in mortgage origination fees.
Other expenses increased during the third quarter and first nine months of 2000
as compared to the same periods in 1999 by $144,000 and $570,000. Salaries and
employee benefits have increased due to an increase in the number of full time
equivalent employees to 21 at September 30, 2000 from 13 at September 30, 1999
and to normal salary increases. The increase in the number of employees has been
necessary in order to staff the Douglasville branch as well as to serve the
overall growth of the Company. Occupancy and equipment expenses have increased
due substantially in part to a decrease in sublease rental income. The sellers
of the Company's new main office facilities occupied the building during the
first quarter of 1999 and paid the Company $62,000 in nonrecurring rental
income. Increased depreciation costs, coupled with increased other maintenance
costs associated with the new main office facilities and new branch, accounted
for the remainder of the increase in occupancy and equipment costs.
12
<PAGE>
The Company has recorded income tax provisions of $37,000 and $72,000 for the
third quarter and first nine months of 2000. Overall, the Company's income tax
expense as a percentage of pre tax income for 2000 has increased significantly
as compared to 1999 due to the Company realizing tax benefits of net operating
loss carryovers in 1999.
Overall, net income increased by $18,000 and decreased by $103,000 during the
third quarter and first nine months of 2000 as compared to the same periods in
1999 due to increased net interest income being offset by increased operating
costs and provisions for loan losses.
The Company is not aware of any known trends, events or uncertainties, other
than the effect of events as described above, that will have or that are
reasonably likely to have a material effect on its liquidity, capital resources
or operations. The Company is also not aware of any current recommendations by
the regulatory authorities which, if they were implemented, would have such an
effect.
13
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27. Financial Data Schedule. (For SEC use only.)
(b) Reports on Form 8-K.
None.
14
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PEOPLES BANCORP, INC.
(Registrant)
DATE: November 10, 2000 BY: /s/ Timothy I. Warren
----------------- ---------------------------------------------
Timothy I. Warren. President and C.E.O.
(Principal Executive Officer)
DATE: November 10, 2000 BY: /s/ Elaine B. Lovvorn
----------------- ---------------------------------------------
Elaine B. Lovvorn, Secretary and Treasurer
(Principal Financial and Accounting Officer)
15
