PAGE 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended March 31, 1994
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 0-11138
SUBURBAN BANCORP, INC.
____________________________
(Exact name of registrant as specified in its charter)
DELAWARE 36-3150316
_______________________ ___________________
(State of Incorporation) (I.R.S. Employer
Identification No.)
50 N. Brockway, Palatine, Illinois 60067
___________________________________________
(Address of principal executive offices and zip code)
(708) 359-1077
______________
(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
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Class Outstanding at May 2, 1994
_____________________ ____________________
Common Stock,
Class A, $1 par value 2,113,514
Class B, $1 par value 1,256,486
PAGE 2
CONTENTS
PAGE
_____
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income-Three Months 4
Earnings and Dividends per Share Information-Three Months 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
PAGE 3>
SUBURBAN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
(Unaudited) March 31, December 31,
1994 1993
_____________ _____________
<S> <C> <C>
ASSETS
Cash and due from banks $ 49,995,413 $ 50,010,965
Interest-bearing deposits with banks 1,615,592 2,282,212
Federal funds sold and resale agreements 58,950,000 57,025,000
Investment securities available for sale 443,854,382 401,194,961
at fair value in 1994 and at lower of
cost or fair value in 1993 (Note 4)
Mortgage-backed and related securities
available for sale, at fair value in 1994
and at lower of cost or fair value in
1993 (Note 4) 171,178,807 187,614,298
Loans 587,394,786 578,027,259
Less allowance for loan losses (11,155,606) (11,074,631)
_____________ _____________
Net loans 576,239,180 566,952,628
Buildings, equipment and
leasehold improvements, net 24,348,186 23,621,140
Goodwill and other intangibles, net 8,263,827 8,495,415
Accrued interest and other assets 20,466,014 18,911,387
_____________ _____________
TOTAL ASSETS $1,354,911,401 $1,316,108,006
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing $ 228,740,841 $ 229,293,520
Interest-bearing 992,808,114 962,754,364
_____________ _____________
Total deposits 1,221,548,955 1,192,047,884
Federal funds purchased and
repurchase agreements 16,693,850 13,410,412
Notes payable 3,434,000 500,000
Accrued interest and other liabilities 11,517,753 9,341,264
_____________ _____________
Total liabilities 1,253,194,558 1,215,299,560
_____________ _____________
Stockholders' equity
Preferred stock, no par value, 500,000 - -
shares authorized; none issued
Common stock:
Class A, $1 par value; 6,000,000 shares
authorized; shares issued 3,141,834 3,141,834 3,141,834
Class B, $1 par value; 3,000,000 shares
authorized; share issued 1,292,250 1,292,250 1,292,250
Surplus 41,931,982 41,931,982
Retained earnings 75,406,223 72,912,667
Unrealized holding gains, net of deferred
taxes of $877,609 in 1994 (Note 4) 1,629,842 -
Treasury stock, at cost,
1,064,084 shares in 1994;
and 987,078 shares in 1993 (21,685,288) (18,470,287)
_____________ _____________
Total stockholders' equity 101,716,843 100,808,446
_____________ _____________
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,354,911,401 $1,316,108,006
============== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
PAGE 4
SUBURBAN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THREE MONTHS ENDED MARCH 31, 1994 AND 1993
<TABLE>
(Unaudited)
1994 1993
__________ ___________
<S> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 11,835,990 $ 10,703,287
Interest on securities available for sale:
U.S. Treasury securities 3,543,402 3,742,899
Obligations of other U.S. government
agencies and corporations 2,678,061 2,656,468
Obligations of states and political
subdivisions 1,459,726 1,430,981
Other securities 35,512 120,854
Interest on federal funds sold
and resale agreements 484,654 476,645
Interest on deposits with banks 26,922 2,147
___________ ___________
20,064,267 19,133,281
___________ ___________
INTEREST EXPENSE
Interest on deposits 7,496,464 7,614,016
Interest on notes payable 10,490 35,647
Other interest expense 193,490 158,834
___________ ___________
7,700,444 7,808,497
___________ ___________
Net interest income 12,363,823 11,324,784
Provision for loan losses 298,200 827,000
___________ ___________
Net interest income after
provision for loan losses 12,065,623 10,497,784
___________ ___________
NONINTEREST INCOME
Service fees 2,744,982 2,262,786
Securities gains (losses) (73,462) 563,851
Trust department income 277,219 203,271
Other income 281,036 223,093
___________ ___________
3,229,775 3,253,001
___________ ___________
NONINTEREST EXPENSE
Salaries and employee benefits 5,717,071 4,943,073
Occupancy expense, net 1,028,615 1,114,000
Furniture and equipment expense 832,915 746,082
Deposit insurance expense 658,326 592,301
Other expenses 2,517,002 2,394,434
___________ ___________
10,753,929 9,789,890
___________ ___________
Income before income taxes and cumulative
effect of a change in accounting principle 4,541,469 3,960,895
Applicable income taxes (Note 5) 1,217,569 974,806
___________ ___________
Income before cumulative effect of a change
in accounting principle 3,323,900 2,986,089
___________ ___________
Cumulative effect on prior years of a change
in accounting for income taxes (Note 5) - 1,500,000
___________ ___________
Net income $ 3,323,900 $ 4,486,089
============ ============
Per common share based upon a daily weighted
average shares of outstanding of 3,441,872 3,342,300
Income before cumulative effect of a
change in accounting principle, per share $ 0.97 $ 0.89
Net income, per share $ 0.97 $ 1.34
Dividends per common share
Class A Common $ 0.250 $ 0.220
Class B Common $ 0.227 $ 0.200
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
PAGE 5
SUBURBAN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1994, 1993
<TABLE>
(Unaudited)
1994 1993
___________ ___________
<S> <C> c>
OPERATING ACTIVITIES
Net income $ 3,323,900 $ 4,486,089
Adjustments to reconcile net income to net
cash provided (used)
by operating activities:
Cumulative effect on prior years of a
change in accounting principles - (1,500,000)
Provision for loan losses 298,200 827,000
Depreciation and amortization of
premises and equipment 868,689 777,705
Loss (Gains) on sales of
securities held for sale 73,462 (563,851)
Amortization and
accretion on securities 1,677,735 1,244,918
Amortization of goodwill
and other intangibles 231,588 182,236
Deferred income taxes (10,917) (193,637)
Increase in interest receivable (2,006,037) (1,325,440)
Increase in interest payable 70,697 34,141
Others - net 1,422,908 1,093,662
____________ ____________
Net cash provided
by operating activities 5,950,225 5,062,823
____________ ____________
INVESTING ACTIVITIES
Net decrease in interest-bearing
deposits with banks 666,620 74,961
Net (increase) decrease in federal
funds sold and resale agreements (1,925,000) 12,675,000
Purchases of investment securities
available for sale (125,988,995) (29,077,540)
Purchases of mortgage backed
securities available for sale (2,115,454) (68,348,241)
Proceeds from sales of investment
securities available for sale 65,155,820 33,144,140
Proceeds from sales of mortgage
backed securities available for sale 283,190 9,575,736
Proceeds from maturities and principle
reductions of investment securities
available for sale 21,954,798 30,651,250
Proceeds from maturities and principle
reductions of mortgage backed
securities available for sale 15,242,965 7,046,937
Net increase in loans (9,581,186) (6,090,296)
Purchases of premises and equipment (1,595,735) (722,350)
Proceeds from sale of land held for sale - 1,036,000
Proceeds from sale of other real estate 264,036 3,921
____________ ____________
Net cash used in
investing activities (37,638,941) (10,030,482)
____________ ____________
PAGE 6
SUBURBAN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1994, 1993 - CONTINUED
(Unaudited)
1994 1993
___________ ___________
FINANCING ACTIVITIES
Net increase in deposits 29,501,071 4,738,317
Net increase in securities sold
under repurchase agreements 3,283,438 3,283,323
Proceeds from notes payable 4,550,000 850,000
Payment of notes payable (1,616,000) (2,250,000)
Purchase of treasury stock (3,215,001) -
Cash dividends paid (830,344) (710,164)
____________ ____________
Net cash provided
by financing activities 31,673,164 5,911,476
____________ ____________
Net (decrease) increase in cash
and due from banks (15,552) 943,817
Cash and due from banks
at beginning of year 50,010,965 52,081,494
____________ ____________
Cash and due from banks
at end of period $ 49,995,413 $ 53,025,311
============== =============
Supplemental disclosures as to cash flow:
Cash paid during the period for:
Interest $7,584,747 $7,769,839
Income taxes $75,000 $1,365,000
Transfer to other real estate from loans $ - $384,791
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
PAGE 7
SUBURBAN BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The quarterly consolidated financial statements of Suburban Bancorp, Inc.
("the Company") include the accounts of the Company and its wholly owned sub-
sidiaries, and have been prepared without audit from the books and records of
the Company. All adjustments included in the quarterly financial statements
are of a normal recurring nature, and reflect all adjustments and disclosures
which are, in the opinion of management, necessary for a fair presentation of
the results of operation for the interim periods presented. The quarterly
consolidated financial statements should be read in conjunction with the con-
solidated financial statements and related notes included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1993.
Note 2. Loans
The major classifications of loans at March 31, 1994 and December 31, 1993
were as follows:
<TABLE>
March 31, December 31,
1994 1993
____________ ____________
<S> <C> <C>
Commercial and industrial $ 98,873,195 $ 92,827,896
Real estate-construction 37,904,817 37,213,612
Real estate-mortgage
Residential 244,650,309 241,991,588
Home equity 42,581,985 41,339,297
Commercial 126,020,415 126,345,626
Consumer 39,944,880 40,946,572
____________ ____________
Total loans 589,975,601 580,664,591
Deferred loan fees (1,961,939) (1,980,955)
Unearned discount (618,876) (656,377)
____________ ____________
587,394,786 578,027,259
Allowance for loan losses (11,155,606) (11,074,631)
____________ ____________
$576,239,180 $566,952,628
============ ============
PAGE 8
SUBURBAN BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
Changes in the allowance for loan losses were as follows:
Three Months Ended March 31,
1994 1993
__________ __________
Balance, beginning $ 11,074,631 $ 9,602,586
Provision charged to operations 298,200 827,000
Recoveries 138,790 208,570
Loans charged off (356,015) (588,674)
__________ __________
Balance, ending $11,155,606 $10,049,482
=========== ===========
</TABLE>
Note 3. Commitments and Contingent Liabilities
In the normal course of business, the Company's subsidiary banks make con-
tractual commitments to extend credit and issue standby letters of credit.
These contracted commitments are subject to the banks' credit approval and
monitoring procedures. Contracted commitments to extend credit aggregated
approximately $40,063,000 and $35,862,000 at March 31, 1994 and December 31,
1993, respectively. Commitments under standby letters of credit aggregated
$7,999,000 and $7,844,000 at March 31, 1994 and December 31, 1993, respec-
tively. The Company does not anticipate any material losses as a result of
such commitments and contingent liabilities.
The Company is a defendant in legal actions arising from normal business
activities. Management believes that the ultimate liability, if any, result-
ing from these legal actions will not materially affect the Company's finan-
cial position.
Note 4. Securities
Effective January 1, 1994, the Company adopted Statement of Financial Ac-
counting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities ("SFAS 115"), which resulted in an increase to stock-
holders' equity, on that date, of $8,751,432, net of deferred taxes of
$4,712,309. SFAS 115 requires that all debt and equity securites be classified
as: held to maturity, trading assets, or available for sale. Securities
held to maturity are classified as such only when the Company determines
it has the ability and intent to hold these securities to maturity. Trading
account assets include securities acquired as part of trading activities
and are typically purchased with the expectation of near-term profit. All
All securities not qualifying for held to maturity or trading treatment
are classified as available for sale, even if the Company has no intention
to sell the security.
PAGE 9
SUBURBAN BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
Securities available-for-sale, which include securities to be held for
indefinite periods of time and which may be sold, are carried at fair value
with unrealized holding gains and losses included, on an after-tax basis, in
a separate component of stockholders' equity.
Application of SFAS 115 to prior periods is not permitted and, accordingly,
prior-period financial statements have not been restated to reflect the
change in accounting principle. There is no cumulative effect on the Com-
pany's Consolidated Statement of Income for the three months ended March 31,
1994, from adopting SFAS 115. The ending balance of Stockholders' Equity was
increased by $1,629,842, which represents the unrealized holding gains, net
of deferred taxes of $877,609.
Note 5. Change in accounting for income taxes
Effective January 1, 1993, the Company adopted Statement of Financial Ac-
counting Standards No. 109, "Accounting for Income Taxes," prospectively.
The cumulative effect of adopting this standard was to increase income by
$1,500,000, ($0.45 per share) for the first quarter of 1993. The impact
resulted from the requirement to adjust the net deferred tax asset to the
current rate of 34%, expected to be in effect when the assets are recognized.
Subsequent to the first quarter of 1993, and as a consequence of the enact-
ment of the Revenue Reconciliation Act of 1993, the effective federal income
tax rate was increased to 35%.
The provisions for income tax expense were as follows:
<TABLE>
Three Months Ended March 31,
1994 1993
<S> <C> <C>
__________ __________
Current federal $1,228,486 $1,168,443
Deferred (10,917) (193,637)
__________ __________
$1,217,569 $ 974,806
========== ==========
</TABLE>
PAGE 10
SUBURBAN BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)
Note 6. Pending Merger
On April 15, 1994, the Company entered into a Merger Agreement dated
providing for the merger of the Company with and into Harris Bankmont, Inc.,
a wholly-owned subsidiary of Bank of Montreal ("BMO"). Pursuant to the
agreement, each issued and outstanding share of the Company's Class A and
Class B Common Stock will be exchanged for shares of BMO common stock based
on a conversion rate of 3.9352 shares of BMO common stock for each share of
the Company's Class A and Class B Common Stock, subject to adjustment. The
consummation of the merger is subject to regulatory approval and approval
of the Company's stockholders, among other conditions. Stockholders owning
shares representing more than a majority of the voting power of the Company
have entered into a Voting Agreement pursuant to which they have agreed to
vote in favor of the merger.
PAGE 11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation
RESULTS OF OPERATIONS
Income before the cumulative effect of a change in accounting principle for
the first quarter of 1994, amounted to $3.32 million, or $0.97 per share,
compared to income of $2.99 million, or $0.89 per share, in the first quarter
of 1993. This increase in earnings for the quarter of 1994 was primarily the
result of an increase in interest income. Net income for the first quarter
of 1994, was $3.32 million, or $0.97 per share, compared to the 1993 level of
$4.49 million, or $1.34 per share. The 1993 net income included a cumulative
effect of a change in accounting principle of $1.5 million, or $0.45 per
share.
Net interest margin, the Company's net interest income expressed as a per-
centage of average earning assets, on a fully taxable equivalent basis, was
4.34% for the first quarter of 1994, compared to 4.57% for the same period in
1993. The decrease in net interest margin resulted from the declining yields
available for the reinvestment of the Company's maturing interest earning
assets. The decline experienced in the first quarter of 1994 resulted in the
net interest margin falling to a level slightly below the levels experienced
over the last three years.
Short-term interest rates rose significantly in the first quarter of 1994,
which may benefit the Company's net interest margin in future quarters. On
average, new securities are being purchased at higher yields than those
maturing. In addition, adjustable rate mortgage backed securities have begun
resetting upward in response to the higher short-term interest rates. If
prevailing short-term interest rates continue to increase, the Company's net
interest margin will depend, in part, on the Company's ability to generate
loan growth in excess of deposit growth and contain interest expense.
Noninterest income, exclusive of security gains and losses, for the first
quarter of 1994 increased 23% from the 1993 level. The increase in revenue
from service fees was driven primarily by fees generated by mortgage origina-
tion activity. Security losses were recognized in the first quarter of 1994
on the sale of $36 million in U.S. Treasury securities. These securities
were sold to increase the yield of the Company's investment portfolio by
selling selected securities, utilizing the tax benefit associated with the
losses on these sales and reinvesting the proceeds at higher prevailing
interest rates.
PAGE 12
Noninterest expense for the first quarter of 1994 increased 9.8% over the
comparable period in 1993, driven principally by increases in salaries and
employee benefits and other expenses. Increases in salaries and employee
benefits were the result of increased staffing levels required by increases
in mortgage origination and trust activity.
Allowance for Loan Losses
The $298,200 provision for loan losses during first quarter of 1994 in-
creased the allowance for loan losses to $11.2 million, or 1.9% of quarter
end loans. In the opinion of management, the March 31, 1994 allowance for
loan losses is adequate to absorb all future losses inherent in the Company's
consolidated loan portfolio at that date.
FINANCIAL CONDITION
The Company's deposits grew by $29 million from year-end 1993, representing
an annualized growth rate of 9.9%. Funds provided by this growth were in-
vested primarily in securities available for sale and loans, which grew at
annualized growth rates of 17.8% and 6.6%, respectively.
The following table presents major components of deposits at March 31, 1994
and December 31, 1993.
<TABLE>
March 31, December 31,
1994 1993 Change
_____________ _____________ ___________
<S> <C> <C> <C>
Noninterest-bearing $ 228,740,841 $ 229,293,520 $ (552,679)
Regular savings 112,161,845 109,510,121 2,651,724
NOW accounts 157,720,979 156,489,398 1,231,581
Money market 402,343,160 382,387,432 19,955,728
Certificates of deposit
$100,000 and over 68,936,244 66,770,364 2,165,880
Certificates of deposit 169,584,257 167,005,993 2,578,264
Individual retirement accounts 82,061,629 80,591,056 1,470,573
_____________ _____________ ___________
$1,221,548,955 $1,192,047,884 $ 29,501,071
</TABLE> ============== ============== ============
PAGE 13
Nonperforming Assets and Loan Charge-offs
The following table presents nonperforming assets at March 31, 1994 and
December 31, 1993.
<TABLE>
March 31, December 31,
1994 1993
_________ _________
<S> <C> <C>
Other real estate $1,439,422 $1,703,458
Nonaccrual loans 6,183,956 6,222,529
Restructured loans 624,093 89,805
Loans past due 90 days and over 799,906 902,469
_________ _________
Total $9,047,377 $8,918,261
</TABLE> ========== ==========
Nonperforming assets have remained relatively stable from the December 31,
1993 level. The allowance for loan losses represented 147% of total nonper-
forming loans and 123% of total nonperforming assets at March 31, 1994.
The following table presents loan charge-offs and recoveries recorded by
the Company during the first quarter of 1994.
<TABLE>
Charge-offs Recoveries Net
__________ ________ __________
<S> <C> <C> <C>
Commercial $(244,483) $53,251 $(191,232)
Consumer (33,090) 41,851 8,761
Real Estate (78,442) 43,688 (34,754)
__________ ________ __________
$(356,015) $138,790 $(217,225)
</TABLE> ========== ======== ==========
Capital Resources
Stockholders' equity at March 31, 1994, was $101.7 million, a slight in-
crease over the $100.8 million level at December 31, 1993. Management be-
lieves the Company remains well capitalized. Stockholders equity represented
7.51% of total assets at March 31, 1994, compared to 7.66% at December 31,
1993.
Bank regulators have established capital guidelines which have been phased
in over several years and are currently effective in their entirety. The
guidelines assign different risk weighting to assets and certain off-balance
sheet activities. Capital is defined as: Tier I capital, which includes
stockholders' equity reduced by intangibles; and Tier II Capital, which in-
cludes certain long term debt and a portion of the allowance for loan losses.
PAGE 14
The guidelines require that bank holding companies must have ratios of at
least 4% and 8% for Tier I and total capital (which includes Tier II
Capital), respectively. At March 31, 1994, the Company's ratio of Tier I
capital and total capital to risk adjusted assets was 14.66% and 15.91%,
respectively, substantially exceeding the minimum standards.
The elements of the Company's capital levels, on a fully phased in basis,
are shown below ($,000 Omitted):
<TABLE>
December
March 31, 31,
1994 1993
________ ________
<S> <C> <C>
Risk-based capital
Stockholders' equity $101,717 $100,808
Less:
Unrealized holding gains 1,630 -
Goodwill and other intangibles 8,264 8,495
________ ________
Total Tier I capital 91,823 92,313
Allowable allowance for loan losses 7,832 7,946
________ ________
Total Tier II capital 7,832 7,946
________ ________
Total capital $ 99,655 $100,259
======== ========
Risk-adjusted assets $626,451 $635,694
======== ========
Tier I capital to risk-adjusted assets 14.66% 14.52%
====== =======
Total capital to risk-adjusted assets 15.91% 15.77%
====== =======
</TABLE>
Liquidity
The Company depends primarily upon cash and cash equivalents, unpledged
U.S. Government and Agency securities maturing in less than five years, and
federal funds sold as sources of liquidity. The Company's liquidity has
remained stable since December 31, 1993. Historically the Company has not
had, nor does management foresee any unusual short-term or long-term liquidi-
ty needs. Management intends to continue maintaining high levels of liquidi-
ty.
PAGE 15
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Number Description
__________ _______________
2(a) Merger Agreement, dated April 15, 1994, by and among the
Company, Bank of Montreal and Harris Bankmont, Inc. (Incor
porated by reference to Exhibit 2(a) of the Company's Form
8-K Current Report dated April 15, 1994 and filed with the
SEC on April 18, 1994).
(b) The Company did not file any reports on Form 8-K during the quarter
for which this report is filed.
PAGE 16
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUBURBAN BANCORP, INC.
(Registrant)
Date: May 13, 1994 By: /s/ Gerald F. Fitzgerald, Jr.
________________________ ____________________________
Gerald F. Fitzgerald Jr.
President and
Chief Executive Officer
Date: May 13, 1994 By: /s/ Edward C. Murawski
________________________ ____________________________
Edward C. Murawski,
Senior Vice President and
Chief Accounting Officer
