SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
------------------
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________.
Commission File No. 0-25149
Ridgewood Financial, Inc.
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(Exact name of Small Business Issuer as Specified in Its Charter)
New Jersey 22-3616280
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(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
1124 East Ridgewood Avenue, Ridgewood, New Jersey 07450
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(Address of Principal Executive Offices)
(201) 445-4000
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Issuer's Telephone Number, Including Area Code
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
------------ ------
Number of shares of Common Stock outstanding as of November 1, 2000: 3,180,000
Transitional Small Business Disclosure Format (check one)
YES NO X
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<PAGE>
RIDGEWOOD FINANCIAL, INC.
Contents
--------
Page(s)
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements............................1-4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................5-8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................ 9
Item 2. Changes in Securities and Use of Proceeds.................... 9
Item 3. Defaults upon Senior Securities.............................. 9
Item 4. Submission of Matters to a Vote of Security Holders.......... 9
Item 5. Other Information............................................ 9
Item 6. Exhibits and Reports on Form 8-K............................. 9
Signatures.............................................................10
<PAGE>
Ridgewood Financial Inc
Consolidated Statements of Financial Condition
September 30, 2000 and December 31, 2000
(In Thousands, Except Share Date)
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
<S> <C> <C>
Assets
Cash and due from banks 9,102 6,553
Federal funds sold 3,400 3,900
------- -------
Cash and cash equivalents 12,502 10,453
Investment securities:
Held to maturity (fair values approximates $666 and $847 at
September 30, 2000 and December 31, 1999, respectively) 641 860
Available for sale 38,436 39,476
Mortgage-backed securities:
Held to maturity (fair values approximates $15,467 and $17,088 at
September 30, 2000 and December 31, 1999, respectively) 15,535 17,340
Available for sale 18,728 28,265
Loans Receivable, net of allowance for loan losses of $989 and $924 at
September 30, 2000 and December 31, 1999, respectively 188,279 167,468
Accrued interest receivable 1,769 1,733
Premise and equipment, net 8,746 7,099
Federal Home Loan Bank stock, at cost 2,622 2,622
Other assets 1,413 1,530
-------- --------
Total Assets 288,671 276,846
======== ========
Liabilities and Shareholders' Equity
Liabilities:
Deposits
Interest bearing 215,337 195,467
Non-interest bearing 5,130 6,470
------- -------
Total deposits 220,467 201,937
Borrowed funds 40,087 48,678
Advances from borrowers for tax and insurance 1,308 1,247
Accounts payable and other liabilities 980 369
-------- --------
Total liabilities 262,842 252,231
-------- --------
Commitments and contingencies - -
Shareholders' equity:
Preferred stock, no par value. Authorized 5,000,000 shares;
none issued and outstanding - -
Common Stock, par value $.10. Authorized 10,000,000 shares;
3,180,000 shares issued and outstanding in 2000 and 1999 318 318
Additional paid-in-capital 9,422 9,428
Retained earnings 18,174 17,802
Unallocated common stock held by employee stock ownership plan (837) (913)
Accumulated other comprehensive loss (1,248) (2,020)
-------- --------
Total shareholders' equity 25,829 24,615
-------- --------
Total liabilities and shareholders' equity 288,671 276,846
======== ========
</TABLE>
1
<PAGE>
Ridgewood Financial, Inc.
Consolidated Statements of Income (Expense)
(In Thousands, Except Share Date)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Year to Date
------------------------ ----------------------
September 30, September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Interest income:
Loans receivable 3,389 2,633 9,649 7,023
Investment Securities held to maturity 11 38 28 65
Investment Securities available for sale
Taxable 233 151 717 234
Tax-exempt 286 320 855 901
Mortgage-backed securities held to maturity 273 224 837 567
Mortgage-backed securities available for sale 364 492 1,238 2,600
Interest on federal funds sold and other short-term
investments and dividends on FHLB stock 168 463 481 971
---------- ---------- ---------- ---------
Total interest income 4,724 4,321 13,805 12,361
---------- ---------- ---------- ---------
Interest expense:
Deposits 2,599 2,166 7,353 6,634
Borrowed funds 729 725 2,079 1,758
---------- ---------- ---------- ---------
Total interest expense 3,328 2,891 9,432 8,392
---------- ---------- ---------- ---------
Net interest income before provision
for loan losses 1,396 1,430 4,373 3,969
Provision for loan losses 22 15 65 87
---------- ---------- ---------- ---------
Net interest income 1,374 1,415 4,308 3,882
---------- ---------- ---------- ---------
Non-interest income:
Fees and service charges 55 40 157 115
Gain (loss) on sale of securities 5 1 5 (1,069)
Other 1 - 10 6
---------- ---------- ---------- ---------
Total non-interest income 61 41 172 (948)
---------- ---------- ---------- ---------
Non-interest expenses:
Salaries and benefits 555 590 1,854 1,765
Occupancy and equipment 425 309 1,104 919
Advertising and promotion 65 34 155 79
SAIF deposit insurance premium 10 28 31 91
Other expenses 179 146 533 489
---------- ---------- ---------- ---------
Total non-interest expense 1,234 1,107 3,677 3,343
---------- ---------- ---------- ---------
Income (loss) before income taxes 201 349 803 (409)
Income taxes (benefit) expense (3) 31 63 (384)
---------- ---------- ---------- ---------
Net Income (Loss) 204 318 740 (25)
========== ========== ========== ==========
Earnings per common share:
Basic 0.07 0.10 0.24 (0.01)
Diluted 0.07 0.10 0.24 (0.01)
========== ========== ========== ==========
Weighted average shares outstanding:
Basic 3,079,490 3,072,660 3,075,037 3,099,626
Diluted 3,079,490 3,072,660 3,075,037 3,099,626
---------- ---------- ---------- ---------
</TABLE>
2
<PAGE>
Ridgewood Financial Inc.
Consolidated Statements of Cash Flows
For the Nine Months Ended
(In thousands) (Unaudited)
<TABLE>
<CAPTION>
September 30,
------------------------------
2000 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net Income (loss) 740 (25)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 241 161
Amortization of loan fees (82) (172)
Premiums and discounts on mortgage-backed
and investment securities 166 2,007
(Gain) loss on sale of securities available for sale (5) 1,069
Provision for loan losses 65 87
Increase in deferred taxes 1,184 44
Increase in accrued interest receivable (36) (303)
(Increase) decrease in other assets, net (1,501) 158
Increase (decrease) in other liabilities 611 (170)
------------- -------------
Net cash provided by operating activities 1,383 2,856
------------- -------------
Cash flows from investing activities:
Net increase in first mortgage loans (20,809) (41,865)
Purchases of mortgage-backed securities held to maturity - (8,247)
Purchases of mortgage-backed securities available for sale - (936)
Principle collected on mortgage-backed securities 5,980 19,013
Proceeds from sales of mortgage-backed securities available for sale 5,447 39,089
Purchases of investment securities available for sale - (30,305)
Proceeds from sales of investment securities available for sale - 3,410
Maturities and calls of investment securities available for sale 2,040 -
Principal collected on investment securities 194 332
Purchases of premises and equipment (1,888) (4,281)
Purchases of FHLB Stock - (673)
Proceeds from collection of loan fees 15 40
Allocation of employee stock ownership shares 70 48
------------- -------------
Net cash used in investing activities (8,951) (24,375)
------------- -------------
Cash flows from financing activities:
Net increase (decrease) in deposits 18,528 (11,908)
Proceeds from borrowed funds 25,000 16,150
Repayment of borrowed funds (33,591) -
Net increase in advances from borrowers for
taxes and insurance 61 86
Decrease in IPO subscription payable - (17,809)
Dividends Paid (381) -
Net proceeds from initial public offering - 9,751
Purchase of employee stock ownership plan stock - (968)
Captialization of mutual holding company - (200)
------------- -------------
Net cash provided by (used in) financing activities 9,617 (4,898)
------------- -------------
Net increase (decrease) in cash and cash equivalents 2,049 (26,417)
Cash and cash equivalents at beginning of year 10,453 43,474
------------- -------------
Cash and cash equivalents at end of year 12,502 17,057
------------- -------------
Supplemental disclosures of cash flow information-cash
payments for:
Interest on deposits and borrowed funds 9,345 8,425
Income taxes 66 49
</TABLE>
3
<PAGE>
RIDGEWOOD FINANCIAL, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements were
prepared in accordance with instructions for Form 10-QSB and therefore do not
include all disclosure necessary for a complete presentation of the consolidated
statements of financial condition, statements of income and statements of cash
flows in conformity with generally accepted accounting principles. However, all
adjustments which are, in the opinion of management, necessary for the fair
presentation of the interim financial statements have been included. All such
adjustments are of a normal recurring nature. The consolidated statements of
income are not necessarily indicative of results which may be expected for the
entire year or any other interim period. The condensed financial statements as
of and for the three and nine month periods ended September 30, 2000, include
the accounts of Ridgewood Savings Bank of New Jersey (the "Bank"), which is the
wholly owned subsidiary of Ridgewood Financial, Inc. (the "Company" or
"Ridgewood"). The Company's business is conducted principally through the Bank.
Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and regulations
of the Securities and Exchange Commission. It is suggested that these condensed
unaudited financial statement be read in conjunction with the Form 10-KSB for
the year ended December 31, 1999.
(2) Comprehensive income (loss) for the three and nine month periods ended,
as follows:
<TABLE>
<CAPTION>
Three Months Nine Months
-------------------------- -------------------------
09/30/2000 09/30/1999 09/30/2000 09/30/1999
-------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Comprehensive income (loss):
Net income $ 204 $ 318 $ 740 (25)
----- ----- ------- --------
Other comprehensive income (loss) - unrealized holding losses on
securities arising during the period 476 (585) 777 (2,457)
Less reclassification adjustment for (gains) losses in net income (5) (1) (5) 1,069
----- ------ ------- --------
471 (586) 772 (1,388)
----- ----- ------- --------
Total comprehensive income (loss) $ 675 $(268) $ 1,512 $ (1,413)
===== ===== ======= ========
</TABLE>
(3) Merger Agreement and Subsequent Events
On August 28, 2000, the Company entered into a merger agreement to
exchange each share of its common stock held by public stockholders for $15.00
in cash with Provident Savings Bank, headquartered in Jersey City, New Jersey
("Provident"). The merger agreement with Provident is subject to several
contingencies including stockholder and regulatory approval. The merger
agreement with Provident includes a customary non-solicitation of other offers
provision which, under certain circumstances would require the payment of $1.0
million by the Company in the event Ridgewood enters into a merger agreement
with another company. If such event occurs, such payment would result in a
charge to income.
Subsequent to such announcement, Boiling Springs Bancorp, Inc., the
parent company of Boiling Springs Savings Bank, Rutherford, New Jersey ("Boiling
Springs") announced on September 21, 2000 an offer to engage in a similar
transaction with Ridgewood, including the acquisition of the Ridgewood Common
Stock held by public stockholders for $18 per share in cash. On October 19,
2000, the Company received and signed a confidentiality agreement with Boiling
Springs. The confidentiality agreement provides that the two parties will make
available to each other their books, records and other materials in order to
evaluate the terms of a potential merger transaction. Ridgewood intends to enter
into good-faith negotiations with Boiling Springs regarding a potential merger
transaction. However, there can be no assurances that Ridgewood will enter into
any agreement with Boiling Springs.
4
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Ridgewood Financial Inc.'s (the "Company") business is conducted
principally through Ridgewood Savings Bank of New Jersey (the "Bank"). All
references to the Company refer collectively to the Company and the Bank.
The Private Securities Litigation Reform Act of 1995 contains safe
harbor provisions regarding forward-looking statements. When used in this
discussion, the words "believes", "anticipates", "contemplates", "expects", and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those projected. Those risks and
uncertainties include changes in interest rates, the ability to control costs
and expenses, risks associated with the effect of opening a new branch, year
2000 issues and general economic conditions. Ridgewood Financial Inc. undertakes
no obligation to publicly release the results of any revisions to those
forward-looking statements which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
MERGER AGREEMENT AND SUBSEQUENT EVENTS
On August 28, 2000, the Company entered into a merger agreement to
exchange each share of the Company's common stock held by public stockholders
for $15.00 in cash with Provident Savings Bank, headquartered in Jersey City,
New Jersey ("Provident"). The merger agreement with Provident is subject to
several contingencies including stockholder and regulatory approval. The merger
agreement with Provident includes a customary non- solicitation of other offers
provision which, under certain circumstances would require the payment of $1.0
million by the Company in the event the Company enters into a merger agreement
with another company. If such event occurs, such payment would result in a
charge to income.
Subsequent to such announcement, Boiling Springs Bancorp, Inc., the
parent company of Boiling Springs Savings Bank, Rutherford, New Jersey ("Boiling
Springs") announced on September 21, 2000 an offer to engage in a similar
transaction with Ridgewood, including the acquisition of the Ridgewood Common
Stock held by public stockholders for $18 per share in cash. On October 19,
2000, the Company entered into a confidentiality agreement with Boiling Springs.
The confidentiality agreement provides that the two parties will make available
to each other their books, records, and other materials in order to evaluate the
terms of a potential merger agreement. The Company intends to enter into
good-faith negotiations with Boiling Springs regarding a potential merger
transaction. However, there can be no assurance that the Company will enter any
agreement with Boiling Springs.
OVERVIEW OF EARNINGS
For the three months ended September 30, 2000, net income decreased
$114,000 to $204,000, or $.07 per diluted share, from $318,000, or $.10 per
diluted share, for the comparative 1999 period. For the nine months ended
September 30, 2000, net income increased $765,000 to $740,000 or $.24 per
diluted share, from a net loss of $25,000, or a loss of $.01 per diluted share,
for the comparative fiscal 1999 period.
5
<PAGE>
In general, lower net income for the current three month period was primarily
the result of lower net interest income, while the increase in net income for
the current nine month period primarily reflects higher net interest income.
Interest rates on certificates of deposits and borrowed funds increased sharply
during the three months ended September 30, 2000 as compared to the same period
in 1999. Also, in the prior nine month period, the Company incurred a net loss
of $1.1 million on the sale of mortgaged backed securities available for sale.
Non-interest expenses for the current three and nine months periods increased
due to the opening of the new headquarters and branch on May 1, 2000.
CHANGES IN FINANCIAL CONDITION
At September 30, 2000, total assets increased $11.8 million to $288.7
million from $276.8 million at December 31, 1999. Of this increase, net loans
receivable increased $20.8 million to $188.3 million from $167.5 million at
December 31, 1999. Such increase was due to a very strong local housing economy
and competitive pricing of loan products. In order to fund the new loan
originations at September 30, 2000, the Company primarily used funds from higher
interest bearing deposits which increased $19.8 million to $215.3 at September
30, 2000 from $195.5 million at December 31, 1999. In addition, available for
sale and held to maturity securities portfolios declined a total of $12.6
million from December 31, 1999 as a result of amortization, prepayments and
selected sales of available for sale mortgage backed securities. In addition, at
September 30, 2000, cash and cash equivalents increased $2.0 million to $12.5
million.
Total shareholders' equity increased $1.2 million to $25.8 million at
September 30, 2000 primarily due to net income of $740,000 for the nine months
ended September 30, 2000 in addition to a $772,000 decrease in unrealized losses
on securities available for sale, net of taxes. Because of interest rate
volatility and accumulated other comprehensive loss, shareholders' equity could
materially fluctuate for each interim period and year-end period.
RESULTS OF OPERATIONS
Net Interest Income. Net interest income before provision for loan
losses for the three and nine month periods ended September 30, 2000 was $1.4
million and $4.4 million, respectively, compared to $1.4 million and $4.0
million, respectively, for the same periods in 1999. Net interest income (on a
tax equivalent basis) before provision for loan losses for the three and nine
month periods ended September 30, 2000 was $1.5 million and $4.8 million,
respectively, compared to $1.6 million and $4.4 million for the same periods in
1999. The interest rate spread (on a tax equivalent basis), which is the
difference between the yield on average interest earning assets less the cost of
average interest bearing liabilities, for the three and nine month periods ended
September 30, 2000 were 1.98% and 2.13%, respectively, compared to 2.12% and
1.95%, respectively, for the same periods in 1999. The decrease in interest rate
spread for the current three month period was primarily the result of sharp
increases in the average cost of interest bearing liabilities, specifically
certificates of deposits and borrowings. For the current nine month period, the
interest rate spread increased primarily as a result of an increase in the
average yield on interest earning assets offset by an smaller increase in
average cost of funds on interest bearing liabilities.
6
<PAGE>
Interest Income. Interest income on a tax equivalent basis for the
three and nine months ended September 30, 2000 increased to $4.9 million and
$14.2 million, respectively, from $4.5 million and $12.8 million, respectively,
for the same periods in 1999. The increase was primarily due to higher average
balances in loans receivable offset by a decrease in the average balance of
securities available for sale and other interest earning assets. For the current
three and nine month periods, the average yield (on a tax equivalent basis) on
interest earning assets was 7.12% and 7.12%,respectively, compared to 6.77% and
6.67% respectively, for the same periods in 1999 .
Interest income on loans receivable, net increased for the current
three and nine months periods approximately $756,000 and $2.6 million,
respectively, to $3.4 million and $9.6 million from the same period in 1999.
Average loan receivables for the current three month and nine month periods,
increased $42.6 million and $51.8, respectively , from the same period in 1999
primarily due to the originations of new loans in excess of prepayments and
amortization. The increase in the average balance of loans was offset by a
decline in the average yield for the current three and nine months periods of 6
and 21 basis points, respectively. For the current three and nine month periods
average yields were 7.24% and 7.28%, respectively. Decreases in the average
yields for the current three and nine months periods were due to lower interest
rates on originated loans and the continuation of prepayment and amortization of
higher rate loans.
Interest Expense. Total interest expense for the three and nine month
periods ended September 30, 2000 was $3.3 million and $9.4 million,
respectively, compared to $2.9 million and $8.4 million, respectively, for the
same periods in fiscal 1999. Interest rates on certificates of deposits and
borrowed funds increased sharply during the three months ended September 30,
2000 as compared to the same period in 1999 ,due to the significant rise in
short term interest rates which forced the Company to reprice deposits and other
funding sources at much higher costs. For the current three and nine month
periods, the average cost of funds for interest bearing liabilities were 5.14%
and 4.99%, respectively, compared to 4.65% and 4.72%, respectively, for the same
periods in 1999.
For the current three and nine month periods, average certificates of
deposits totaled $156.2 million and $151.7 million, respectively compared to
$142.1 million and $144.8 million, respectively for the same period in 1999. For
the current three and nine month period average costs of funds for time deposits
increased 67 and 36 basis points, respectively, to 5.72% and 5.54% from 5.05%
and 5.18% for the same periods in 1999.
Average borrowed funds for the current three month and nine month
periods ended totaled $48.1 million and $47.6 million, respectively compared to
$51.9 million and $43.0 million, respectively, for the same periods in 1999.
Cost of funds on borrowings for the current three and nine month periods
increased 48 and 37 basis points respectively, to 6.02% and 5.84% from 5.54% and
5.47% for the same periods in 1999.
Provision for Loan Losses. The provision for loan losses for the three
and nine month periods ended September 30, 2000 was $22,000 and $65,000,
compared to $15,000 and $87,000, respectively, for the same periods in fiscal
1999. Non-performing loans at September 30, 2000 were $60,000 compared to
$133,000 at December 31, 1999.
7
<PAGE>
Non-performing loans at September 30, 2000 decreased $73,000 from December 31,
1999, one-to- four family loans increased approximately $15.8 million, home
equity loans increased $3.2 million, and unsecured commercial loans increased
$1.9 million, from December 31, 1999. The provision for loan losses is
reflective of the level of non-performing loans and growth in respective loan
categories. Management continually evaluates the adequacy of the allowance for
loan losses, which encompasses the overall risk characteristics of the various
portfolio segments, past experience with losses, the impact of economic
conditions on borrowers and other relevant factors which may come to the
attention of management. Although the Company maintains its allowance for loan
losses at a level that it considers to be adequate to provide for the inherent
risk of loss in its loan portfolio, there can be no assurance that future losses
will not exceed estimated amounts or that additional provisions for loan losses
will not be required in future periods.
Non-Interest Expenses. Total non-interest expense for the three and
nine month periods ended September 30, 2000 was $1.2 million and $3.7 million
compared to $1.1 million and $3.3 million, respectively, for the same periods in
fiscal 1999. The most significant increases in non-interest expenses for the
current three month and nine month periods were primarily attributable to
salaries and benefits, occupancy and equipment, and advertising and promotion.
Such increases in the respective expenses for the current three and nine month
periods were mainly attributable to the May 1, 2000 opening of the Company's new
headquarters and branch. Additionally, in the current three month period,
salaries and benefits decreased $35,000 from the same period in 1999 primarily
due to a change in pension plan administration.
8
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Not applicable.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
Not applicable.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) 3(i) Certificate of Incorporation of Ridgewood Financial, Inc.*
3(ii) Bylaws of Ridgewood Financial, Inc.*
10.1 Amended Form of Employment Agreement with Susan E. Naruk*
10.2 Amended Form of Employment Agreement with Nelson Fiordalisi*
10.5 Supplemental Executive Retirement Plan*
27 Financial Data Schedule (electronic data filing only)
* Incorporated by reference to the identically numbered exhibits
of the Registrant's Form SB-2 (333- 62363).
(b) On August 29, 2000, the Company filed a Form 8-K (Items 5 and 7) to
announce that it had entered into an agreement and plan of merger
with Provident Savings Bank.
9
<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.
RIDGEWOOD FINANCIAL, INC.
<TABLE>
<CAPTION>
<S> <C>
Date: November 14, 2000 By: /s/Susan E. Naruk
--------------------------------------
Susan E. Naruk
President and Chief Executive Officer
(Principal Executive Officer)
(Duly Authorized Officer)
Date: November 14, 2000 By: /s/John Scognamiglio
--------------------------------------
John Scognamiglio
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and Chief Accounting Officer)
</TABLE>
10
