<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1994
Commission File Number 0-4518
DEPOSIT GUARANTY CORP.
(Exact Name Of Registrant As Specified In Charter)
Mississippi 64-0472169
_______________________________ ____________________________
(State or other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) Number)
210 East Capitol Street, Jackson, MS 39201
(Address Of Principal Executive Offices)
(Zip Code)
(601) 354-8564
(Registrant's Telephone Number)
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 ___________
Shares Of Common Stock, No Par Value, Outstanding
As Of March 31, 1994: 17,668,852
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10-Q
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PART I. Financial Information
ITEM 1. Financial Statements
Deposit Guaranty Corp. and Subsidiaries
Condensed Consolidated Statements of Condition
(In Thousands Except Share Data)
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
<S> <C> <C>
Assets
Cash and due from banks $ 282,865 $ 293,894
Interest-bearing bank balances 230,008 70,000
Federal funds sold and securities
purchased under agreements to resell 312,350 208,140
Trading account securities 2,158 596
Securities available for sale (market value:
1994 - $714,277; 1993 - $1,416,120) 714,277 1,365,728
Investment securities (market value:
1994 - $566,043; 1993 - $350,451) 545,306 316,858
Loans 2,443,534 2,439,041
Less: Unearned income (19,869) (20,456)
Allowance for possible loan losses (64,432) (62,032)
------------ ------------
Net loans 2,359,233 2,356,553
Bank premises and equipment 125,686 125,506
Other assets 336,135 160,805
------------ ------------
Total assets $ 4,908,018 $ 4,898,080
============ ============
Liabilities
Deposits:
Noninterest-bearing $ 875,832 $ 875,288
Interest-bearing 3,103,564 3,045,853
------------- ------------
Total deposits 3,979,396 3,921,141
Federal funds purchased, securities
sold under agreements to repurchase
and other short-term borrowings 432,055 509,496
Other liabilities 78,634 71,555
------------ ------------
Total liabilities 4,490,085 4,502,192
------------ ------------
Stockholders' equity
Cumulative preferred stock, no par value,
authorized: 10,000,000 shares of class A
voting; and 10,000,000 shares of class B
non-voting; issued and outstanding: none -- --
Common stock, no par value, authorized
50,000,000 shares; issued and outstanding:
1994 - 17,668,852 shares; 1993 - 17,667,852
shares 19,384 19,383
Surplus 155,340 155,399
Retained earnings 235,323 221,106
Market valuation for securities available for
sale, net of income taxes 7,886 --
------------ ------------
Total stockholders' equity 417,933 395,888
------------ ------------
Total liabilities and stockholders' equity $ 4,908,018 $ 4,898,080
============ ============
</TABLE>
2
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10-Q
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PART I. Financial Information
ITEM 1. Financial Statements (Continued)
Deposit Guaranty Corp. and Subsidiaries
Condensed Consolidated Statements of Earnings
(In Thousands Except Share Data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1994 1993
<S> <C> <C>
Interest income
Interest and fees on loans $ 44,572 $ 43,444
Interest on investment securities:
Taxable 4,001 8,031
Exempt from Federal income tax 2,120 2,342
Interest on securities available for sale:
Taxable 17,818 16,109
Exempt from Federal income tax 4 84
Interest on trading account securities 40 54
Interest on Federal funds sold and securities
purchased under agreements to resell 2,447 3,477
Interest on bank balances 913 979
---------- ----------
Total interest income 71,915 74,520
---------- ----------
Interest expense
Interest on deposits 25,483 28,547
Interest on Federal funds purchased, securities
sold under agreements to repurchase and
other short-term borrowings 3,562 3,971
---------- ----------
Total interest expense 29,045 32,518
---------- ----------
Net interest income 42,870 42,002
Provision for possible loan losses -- --
---------- ----------
Net interest income after provision for
possible loan losses 42,870 42,002
---------- ----------
Other operating income
Service charges on deposit accounts 6,356 5,722
Fees for trust services 3,336 3,091
Securities available for sale gains (losses) 8,732 (127)
Other service charges, commissions
and fees 8,499 8,555
Other income 1,036 707
---------- ----------
Total other operating income 27,959 17,948
---------- ----------
Other operating expense
Salaries and employee benefits 23,756 22,258
Net occupancy expense 2,920 2,655
Equipment expense 3,254 3,213
Service fees 2,443 2,480
Communication 1,744 1,753
FDIC assessment 2,179 2,190
Advertising and public relations 2,054 2,042
Other expense 4,808 4,252
---------- ----------
Total other operating expense 43,158 40,843
---------- ----------
Income before income taxes 27,671 19,107
Income tax expense 9,001 5,186
---------- ----------
Net income $ 18,670 $ 13,921
========== ==========
Net income per share $ 1.06 $ .79
Weighted average shares outstanding 17,668,163 17,620,864
</TABLE>
3
<PAGE> 4
ITEM 1. Financial Statements (Continued)
Deposit Guaranty Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In Thousands Except Share Data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1994 1993
<S> <C> <C>
Cash flows from operating activities:
Net income $ 18,670 $ 13,921
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for possible losses on other real estate 7 (577)
Provision for depreciation and amortization 870 5,716
Accretion of discount on investment securities, net (653) (457)
Amortization of premium on securities available for sale, net 896 428
Deferred loan fees and costs (780) (573)
Increase (decrease) in other liabilities 2,195 (2,458)
Decrease in other assets 20,131 3,647
Net cash received from loans held for resale 33,863 8,585
(Gain) loss on sale of securities available for sale (8,732) 127
Other, net 2,379 (266)
---------- -----------
Net cash provided by operating activities 68,846 28,093
---------- -----------
Cash flows from investing activities:
Net (increase) decrease in interest-bearing bank balances (160,008) 160,096
Proceeds from sales of securities available for sale 800,233 105,399
Proceeds from maturities of investment securities 57,491 86,658
Proceeds from maturities of securities available for sale 42,302 28,997
Purchases of investment securities (280,976) (7,648)
Purchases of securities available for sale (375,962) (548,581)
Net (increase) decrease in Federal funds sold and securities
purchased under agreements to resell (104,210) 249,010
Net (increase) decrease in loans (35,383) 18,506
Proceeds from sales of other real estate 228 1,102
Purchases of bank premises and equipment (67) (6,973)
Proceeds from sales of bank premises and equipment 32 22
---------- -----------
Net cash provided (used) by investing activities (56,320) 86,588
---------- -----------
Cash flows from financing activities:
Net increase (decrease) in deposits 58,283 (160,229)
Net decrease in Federal funds purchased,
securities sold under agreements to repurchase,
and other short-term borrowings (77,441) (33,610)
Cash dividends paid (4,417) (3,782)
Proceeds from the exercise of common stock options 20 --
Proceeds from sale of common stock -- 722
---------- -----------
Net cash used by financing activities (23,555) (196,899)
---------- -----------
Decrease in cash and due from banks (11,029) (82,218)
Cash and due from banks at beginning of period 293,894 331,905
---------- -----------
Cash and due from banks at end of period $ 282,865 $ 249,687
========== ===========
</TABLE>
Income taxes:
The Company made no income tax payments during the three month periods ended
March 31, 1994 and 1993.
Interest:
The Company paid $29.6 million and $32.6 million in interest on deposits and
other borrowings during the three month periods ended March 31, 1994 and 1993,
respectively.
4
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PART I. Financial Information
ITEM 1. Financial Statements
Deposit Guaranty Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and, therefore,
do not include all information and footnotes necessary for a fair presentation
of financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. All adjustments which, in the
opinion of management, are necessary for a fair presentation of financial
position and results of operations have been made. These adjustments consist
only of normal, recurring adjustments with the exception of the items discussed
in Note C.
The condensed consolidated financial statements of Deposit Guaranty Corp.
include the financial statements of Deposit Guaranty National Bank, a 98%-owned
subsidiary, G & W Life Insurance Co., a 79%-owned subsidiary, and Commercial
National Corporation, a wholly-owned subsidiary. All significant intercompany
accounts and transactions have been eliminated in consolidation.
NOTE B - CONTINGENCIES
The Company's subsidiary, Commercial National Bank (CNB), is a defendant in
litigation arising out of a Louisiana Housing Finance Agency Municipal Bond
Issue. CNB was trustee for the issue and, in general, it is claimed that fraud
was practiced on the bondholders in that the proceeds of the issue were not
used for the purpose stated in the official statement. Additionally, the claim
alleges conspiracy and improper conduct concerning CNB's role as trustee. In
addition, some of the codefendants of CNB have asserted claims against CNB for
contribution in the event those defendants are found to be liable to plaintiff.
Likewise, CNB has asserted contribution claims against its codefendants.
Although the litigation currently involves only one bondholder, certification
as a class action suit has been requested. The claims do not specify damages,
but involve a $150,000,000 bond issue. While the ultimate outcome of the
lawsuit at this time cannot be predicted with certainty, management believes
that CNB has good and meritorious defenses and should prevail.
The Company's subsidiary, Deposit Guaranty National Bank (DGNB), is a defendant
in two cases in which the allegations are substantially the same. The
plaintiffs in both cases are some of the beneficiaries of the same trust and
DGNB is the trustee of the trust. The plaintiffs claim that DGNB was negligent
in its dealings with the trust property, breached its trust duties by allegedly
abusing its discretion and negligently handling trust assets, engaged in self
dealing, and was grossly negligent in its handling of the trust. Both cases
seek $180 million as actual damages for waste of trust assets and loss of
profits, $180 million as punitive damages, and attorney fees and court costs.
While the ultimate outcome of the lawsuits cannot be predicted with certainty,
management believes that the ultimate resolution of these matters will not have
a material effect on the Company's consolidated financial statements.
5
<PAGE> 6
NOTE C - ACCOUNTING CHANGES
Effective January 1, 1994, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Under SFAS No. 115, securities
available for sale are reported at fair value with unrealized gains and losses
excluded from earnings and reported as a separate component of stockholders'
equity, net of related deferred income taxes. Previously, available for sale
securities were stated at the lower of amortized cost or market value. The
effect of this change at January 1, 1994 was to increase stockholders' equity
by $31.6 million.
6
<PAGE> 7
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Deposit Guaranty Corp.:
We have reviewed the condensed consolidated statement of condition of Deposit
Guaranty Corp. and subsidiaries as of March 31, 1994, and the related condensed
consolidated statements of earnings and cash flows for the three-month periods
ended March 31, 1994 and 1993. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to financial data and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above
for them to be conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated statement of condition of Deposit Guaranty Corp.
and consolidated subsidiaries as of December 31, 1993, and the related
consolidated statements of earnings, changes in stockholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
February 4, 1994, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated statement of condition as of December 31,
1993, is fairly presented, in all material respects, in relation to the
consolidated statement of condition from which it has been derived.
/s/ KPMG PEAT MARWICK
KPMG PEAT MARWICK
Jackson, Mississippi
April 19, 1994
7
<PAGE> 8
PART I. Financial Information
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Deposit Guaranty Corp. and Subsidiaries
The following discussion reviews the financial condition and the results of
operations of Deposit Guaranty Corp. (the Company) for the three-month periods
ending March 31, 1994 and 1993. This discussion should be read in conjunction
with the condensed consolidated financial statements included in Part I, Item
I.
BALANCE SHEET
Total assets were $4.908 billion at March 31, 1994, compared to $4.898 billion
at December 31, 1993. Securities available for sale decreased $652 million
from $1.366 billion at December 31, 1993 to $714 million at March 31, 1994.
Due to the increasing interest rate environment, a substantial portion of the
fixed-rate securities available for sale were either sold or converted to
floating-rate securities during the first quarter of 1994. In correlation
with the decrease in securities available for sale were increases in
interest-bearing bank balances and Federal funds sold and securities purchased
under agreements to resell of $160 million and $104 million, respectively, as
the funds were reinvested. The increases in these short-term accounts reflect
the Company's strategy to maintain flexibility in the near term in order to
take advantage of rising interest rates and reinvest in higher-yielding,
longer-term securities in the future. Total loans increased slightly from
$2.419 billion at December 31, 1993 to $2.423 billion at March 31, 1994. Other
assets increased from $160 million at December 31, 1993 to $336 million at
March 31, 1994, due primarily to the effect of securities traded but not yet
settled. Total deposits increased from $3.921 billion at December 31, 1993 to
$3.979 billion at March 31, 1994 as a result of continued growth in
noninterest-bearing deposits. Total stockholders' equity was $417.9 million at
March 31, 1994 compared to $395.9 million at December 31, 1993. This increase
in stockholders' equity is due to retained earnings during the first quarter of
1994 and also reflects unrealized gains, net of deferred income taxes on
available for sale securities as a result of implementing SFAS No. 115.
Effective January 1, 1994, the Company adopted the provisions of SFAS No. 115,
which addresses the accounting and reporting for marketable equity securities
and all debt securities. As a result of SFAS No. 115, investments are
classified into three categories and accounted for as follows: securities
held-to-maturity reported at amortized cost; trading securities reported at
fair value with unrealized gains and losses included in earnings; and
securities available for sale reported at fair value with unrealized gains and
losses excluded from earnings and reported as a separate component of
shareholders' equity. Securities available for sale had previously been
accounted for at the lower of cost or market with aggregate unrealized losses,
if any, included in earnings. With the adoption of SFAS No. 115, the impact on
the March 31, 1994 first quarter consolidated statement of condition was to
increase stockholders' equity by approximately $7.9 million, net of deferred
income taxes.
8
<PAGE> 9
NET INCOME
Net income for the first quarter of 1994 was $18.7 million compared to $13.9
million for the first quarter of 1993. Fully diluted net income per share was
$1.06 for the first quarter of 1994 compared to $.79 for the same period in
1993. This increase in 1994 first quarter net income was primarily the result
of gains recognized on the sales of securities. The sales of the securities
increased net income by $5.4 million, net of income taxes.
NET INTEREST INCOME
Net interest income for the first quarter of 1994 was $42.9 million, an
increase from $42.0 million for the first quarter of 1993 due to a 1% increase
in average interest-earning assets and an increase in the net interest margin.
The margin percentage for the first quarter of 1994 was 4.07%, compared to
4.05% for the first quarter of 1993. The slight increase in the margin is
primarily a result of a slight increase in the interest spread and a decrease
in the liability funding ratio. The interest spread, the difference between
the yield on interest-earning assets and the rate paid on interest-bearing
liabilities, increased slightly from 3.47% in 1993 to 3.48% in 1994. Liability
funding, the percentage of interest-earning assets funded by interest bearing
liabilities, decreased from 84.41% in the first quarter of 1993 to 81.80% in
the first quarter of 1994. This decrease can be attributed to the increase of
$79 million in average noninterest-bearing deposits from $760 million during
the first quarter of 1993 to $839 million during the first quarter of 1994.
Late in the first quarter the securities portfolio was repositioned and the
funds were reinvested in relatively shorter-term, lower-yielding assets. This
investment strategy may have the effect of decreasing net interest income in
the near term until the funds are ultimately reinvested in higher-yielding,
longer-term securities as interest rates rise.
OTHER OPERATING INCOME
Other operating income for the first quarter of 1994 was $28.0 million compared
to $17.9 million for the first quarter of 1993. Other operating income for
1994 included gains of $8.7 million on the sales of securities available for
sale due to the repositioning of the portfolio in response to the changing
interest rate environment. Fees for trust services also increased $245
thousand from the first quarter of 1993 to the first quarter of 1994 as a
result of new business. Service charges on deposit accounts increased from
$3.1 million at March 31, 1993 to $3.3 million at March 31, 1994 due primarily
to a reclassification, subsequent to the first quarter of 1993, of service
charge income on deposit accounts from customers utilizing our cash management
services. Other income increased $329 thousand from the first quarter of 1993
to the first quarter of 1994 primarily due to a $140 thousand gain on the sale
of stock which had been acquired in satisfaction of a loan.
9
<PAGE> 10
OTHER OPERATING EXPENSE
Other operating expense for the first quarter of 1994 was $43.2 million, an
increase of $2.3 million or 5.7% over the first quarter of 1993. This increase
was primarily the result of a $1.5 million increase in salaries and employee
benefits which essentially represents normal salary increases. Other expense
for the first quarter of 1994 increased to $4.8 million from $4.3 million in
the first quarter of 1993.
INCOME TAXES
Income tax expense was $9.0 million for the first three months of 1994 compared
to $5.2 million for the same period in 1993. The increase in tax expense
primarily results from increased pretax earnings, an increase in the federal
income tax rate from 34% to 35% during the third quarter of 1993, and the 1993
first quarter recognition of a $657 thousand tax benefit resulting from the
adoption of SFAS No. 109, "Accounting for Income Taxes".
CREDIT QUALITY
In the first quarter of 1994, as a result of continued positive trends in
credit quality and management's assessment of the adequacy of the allowance,
the Company determined that no provision for loan losses was necessary for
either of the Company's banking subsidiaries.
The allowance for possible loan losses at March 31, 1994 was 2.66% of total
loans and 222% of nonperforming loans outstanding compared to 2.56 % of total
loans and 204% of nonperforming loans at December 31, 1993. As a result of
improved credit quality, nonperforming loans decreased to $29.0 million at
March 31, 1994 compared to $30.5 million at December 31, 1993 and $34.3 million
at March 31, 1993.
The first quarter of 1994 continued the trends experienced in 1993, resulting
in the Company reflecting loan recoveries in excess of charge-offs. Net
recoveries for the first quarter of 1994 were $2.4 million compared to 1993 net
recoveries of $1.1 million.
CAPITAL
The Company's tier 1 capital and total risk-based capital ratios at March 31,
1994 were 12.81% and 14.07%, respectively. This compares to a tier 1 capital
ratio of 13.28% and total risk-based capital ratio of 14.54% at December 31,
1993. The Company's leverage ratio was 8.27% at March 31, 1994 compared to
8.13% at December 31, 1993. The Company's banking subsidiaries have maintained
leverage, tier 1 and total risk-based capital ratios well above the 5%, 6% and
10% minimum guidelines necessary to be categorized as "well capitalized"
insured depository institutions under the guidelines set forth by the Federal
Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) . At March 31,
1994, Deposit Guaranty National Bank's leverage ratio was 8.17%, tier 1 capital
ratio was 11.84% and its total risk-based capital ratio was 13.10%. At March
31, 1994, Commercial National Bank's leverage, tier 1 and total capital ratios
were 9.24%, 16.19% and 17.47%, respectively.
10
<PAGE> 11
LIQUIDITY
Liquidity is the Company's ability to ensure that funds are available to meet
the cash flow demands of the Company's business. Liquidity is maintained
through the Company's ability to convert assets into cash, manage the
maturities of liabilities and generate funds on a short-term basis, either
through the national Federal funds market, backup lines of credit, or through
the National CD market. The Company relies largely on core deposits to fund
loan demand and long-term investments. During recent years, the Company has
maintained a high level of liquidity as loans have been at a lower than desired
level as a percent of interest-earning assets. Loan demand has begun
increasing and the percentage of loans to interest-earning assets for the first
quarter reflect improvement. For the three months ended March 31, 1994, loans
were 55% of interest-earning assets as compared to 51% for the same period in
1993.
ACCOUNTING CHANGES
In May 1993, the Financial Accounting Standards Board issued SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan". SFAS No. 114 requires a
creditor to measure impaired and restructured loans at the present value of
expected future cash flows, discounted at the loan's effective interest rate.
For purposes of this Statement, a loan is considered impaired when it is
probable that a creditor will be unable to collect all amounts due according to
the contractual terms of the loan agreement. SFAS No. 114 is effective for
fiscal years beginning after December 15, 1994. Adoption of this Statement is
not expected to have a material impact on the consolidated financial
statements.
11
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material changes to the legal proceedings described
in Item 3 of the Registrant's annual report on Form 10-K (file number 0-4518)
filed with the Commission for fiscal year ended December 31, 1993.
12
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index
<TABLE>
<CAPTION>
Table Sequential
Exhibit Number Page Number
------- ------ -----------
<S> <C> <C>
Plan of acquisition, reorganization,
arrangement, liquidation or succession (2) N/A
Instruments defining the rights of
security holders, including indentures (4) N/A
Statements re: computation of per share
earnings (11) 15
Letters re: unaudited interim financial
information (15) 17
Letter re: change in certifying (16) N/A
accountant
Letter re: change in accounting
principles (18) N/A
Previously unfiled documents (19) N/A
Report furnished to security holders (20) N/A
Published report regarding matters
submitted to vote of security holders (23) N/A
Consent of experts and counsel (24) N/A
Power of attorney (25) N/A
Additional exhibits (28) N/A
</TABLE>
________________________________________
(b) No reports on Form 8-K have been filed during the quarter ended March 31,
1994.
13
<PAGE> 14
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.
DEPOSIT GUARANTY CORP.
_________________________________
(Registrant)
DATE: May 16, 1994
______________________________ ________________________________
Stephen E. Barker
Controller and Principal
Accounting Officer
14
<PAGE> 1
EXHIBIT 11
Deposit Guaranty Corp.
Computation of Net Income Per Share
March 31, 1994
<TABLE>
<CAPTION>
Three Months Ended
March 31
--------------------------------
Fully
Primary Diluted
------------ ------------
<S> <C> <C>
Computation of weighted average
shares outstanding:
Common stock outstanding,
beginning balance 17,667,852 17,667,852
Common stock issued due to
exercise of options 311 311
------------ ------------
Weighted average shares
outstanding 17,668,163 17,668,163
============ ============
Computation of net income:
Net income $ 18,670,000 $ 18,670,000
============ ============
Computation of net income per
share:
Net income divided by weighted
average shares outstanding $ 1.06 $ 1.06
============ ============
</TABLE>
Note: Additional weighted average shares outstanding for options under the
Company's incentive stock plan were 116,929 and 102,754 for calculating primary
and fully diluted net income per share, respectively. The dilutive effect of
such options was, therefore, not material.
<PAGE> 1
EXHIBIT 15
Deposit Guaranty Corp.
Jackson, Mississippi
Gentlemen:
RE: March 31, 1994 Quarterly Report on Form 10-Q
With respect to the subject Quarterly Report, we acknowledge our awareness of
the use therein of our report dated April 19, 1994 related to our review of
interim financial information.
Pursuant to Rule 436(c) under the Securities Act, such report is not considered
a part of a Registration Statement prepared or certified by an accountant or a
report prepared or certified by an accountant within the meaning of Sections 7
and 11 of the Act.
Very truly yours,
/s/ KPMG PEAT MARWICK
KPMG PEAT MARWICK
Jackson, Mississippi
May 16, 1994
