SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to _________
Commission file number 1-5471
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
GLOBAL MARINE SAVINGS INCENTIVE PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
GLOBAL MARINE INC.
777 N. Eldridge Parkway
Houston, Texas 77079-4493
<PAGE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
WITH REPORT OF INDEPENDENT ACCOUNTANTS
As of December 31, 1996 and 1995, and
for the Year Ended December 31, 1996
<PAGE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
TABLE OF CONTENTS
Page
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available For Benefits, with Fund
Information, as December 31, 1996 and 1995 3
Statement of Changes In Net Assets Available For Benefits, with
Fund Information, for the Year Ended December 31, 1996 4
Notes to Financial Statements 5
Supplemental Schedules:
Item 27a - Schedule of Assets Held For Investment Purposes as of
December 31, 1996 11
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1996 12
All other schedules are omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrator of the
Global Marine Savings Incentive Plan:
We have audited the accompanying statement of net assets available for
benefits of the Global Marine Savings Incentive Plan (the "Plan") as of
December 31, 1996 and 1995, and the related statement of changes in net
assets available for benefits for the year ended December 31, 1996. These
financial statements are the responsibility of the management of Global
Marine Corporate Services Inc. (the Plan sponsor). Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in net assets available for
benefits for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic Plan
financial statements taken as a whole. The supplemental schedules identified
in the table of contents on page 1 are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The Fund Information in the
statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits
and changes in net assets available for plan benefits of each fund. The
supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
/s/ Coopers & Lybrand L.L.P.
Houston, Texas
June 25, 1997
<PAGE>
<TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Statement of Net Assets Available For Benefits, with Fund Information
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------------------
Retirement
Money Managed Intermediate Equity- Blue Chip Asset GMI Participant
Market Income Bond Income Magellan Growth Manager Stock Loans Total
------ ------ ---- ------ -------- ------ ------- ----- ----- -----
<s <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1996:
Assets:
Investments, at
fair value $1,973,590 $1,953,006 $141,955 $4,528,393 $7,713,178 $1,553,838 $311,949 $8,770,143 $960,669 $27,906,721
---------- ---------- -------- ---------- ---------- ---------- -------- ---------- -------- -----------
Net Assets
Available for
Benefits $1,973,590 $1,953,006 $141,955 $4,528,393 $7,713,178 $1,553,838 $311,949 $8,770,143 $960,669 $27,906,721
========== ========== ======== ========== ========== ========== ======== ========== ======== ===========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------------------------
Retirement
Money Managed Intermediate Equity- Blue Chip Asset GMI Participant
Market Income Bond Income Magellan Growth Manager Stock Loans Total
------ ------ ---- ------ -------- ------ ------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1995:
Assets:
Investments, at
fair value $1,954,799 $2,033,421 $89,107 $3,033,088 $7,916,748 $924,604 $146,509 $2,580,320 $426,278 $19,104,874
Liabilities:
Distributions
payable 19,586 19,012 1,887 34,600 103,755 16,264 2,118 32,346 - 229,568
---------- ---------- ------- ---------- ---------- -------- -------- ---------- -------- -----------
Net Assets
Available
for Benefits $1,935,213 $2,014,409 $87,220 $2,998,488 $7,812,993 $908,340 $144,391 $2,547,974 $426,278 $18,875,306
========== ========== ======= ========== ========== ======== ======== ========== ======== ===========
</TABLE>
The accompanying notes are an
integral part of the financial statements.
<PAGE>
<TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Statement of Changes In Net Assets Available For Benefits, with
Fund Information for the Year Ended December 31, 1996
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------------------------
Retirement
Money Managed Intermediate Equity- Blue Chip Asset GMI Participant
Market Income Bond Income Magellan Growth Manager Stock Loans Total
------ ------ ---- ------ -------- ------ ------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employer
contributions $ 88,572 $ 71,942 $ 13,058 $ 137,479 $ 284,025 $ 78,693 $ 12,444 $ 108,732 $ 794,945
Employee
contributions 249,144 230,189 56,821 610,598 907,820 312,616 53,931 386,791 2,807,910
Transfers in 503,587 240,191 51,338 790,638 323,421 354,896 151,166 1,887,692 $735,086 5,038,015
Interest income 103,276 - - - - - - - 58,631 161,907
Dividend income - 112,274 7,263 269,035 1,255,765 94,215 22,556 - - 1,761,108
Net appreciation - - - 461,028 - 82,738 8,440 4,290,775 - 4,842,981
---------- ---------- -------- ---------- ---------- ---------- -------- ---------- -------- -----------
Total additions 944,579 654,596 128,480 2,268,778 2,771,031 923,158 248,537 6,673,990 793,717 15,406,866
---------- ---------- -------- ---------- ---------- ---------- -------- ---------- -------- -----------
Deductions:
Benefit Payments 285,008 192,034 7,713 125,350 216,915 13,941 4,803 43,369 8,069 897,202
Administrative
Fees 4,618 2,890 142 2,767 2,336 212 142 91 - 13,198
Transfers out 616,576 521,075 62,676 610,756 2,227,773 263,507 76,034 408,361 251,257 5,038,015
Net depreciation - - 3,214 - 423,822 - - - - 427,036
---------- ---------- -------- ---------- ---------- ---------- -------- ---------- -------- -----------
Total deductions 906,202 715,999 73,745 738,873 2,870,846 277,660 80,979 451,821 259,326 6,375,451
---------- ---------- -------- ---------- ---------- ---------- -------- ---------- -------- -----------
Net additions/
(deductions) 38,377 (61,403) 54,735 1,529,905 (99,815) 645,498 167,558 6,222,169 534,391 9,031,415
Net assets
available for
benefits,
beginning
of year 1,935,213 2,014,409 87,220 2,998,488 7,812,993 908,340 144,391 2,547,974 426,278 18,875,306
---------- ---------- -------- ---------- ---------- ---------- -------- ---------- -------- -----------
Net Assets
Available
for Benefits,
End of Year $1,973,590 $1,953,006 $141,955 $4,528,393 $7,713,178 $1,553,838 $311,949 $8,770,143 $960,669 $27,906,721
========== ========== ======== ========== ========== ========== ======== ========== ======== ===========
</TABLE>
The accompanying notes are an
integral part of the financial statements.
<PAGE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Notes to Financial Statements
December 31, 1996
1. DESCRIPTION OF THE PLAN
The following brief description of the Global Marine Savings Incentive Plan (the
"Plan") is provided for general informational purposes only. For more complete
information, participants should refer to the "Savings Incentive Plan" section
of the Global Marine Employee Handbook, to the "Information for Participants"
document and other documents constituting a prospectus under the Securities Act
of 1933, and to the Plan document.
General
The Plan is a defined contribution plan covering all employees of the Plan
sponsor, Global Marine Corporate Services Inc. ("GMCSI"), and of each
Participating Employer, as defined in the Plan, who are U.S. citizens or
resident aliens, have at least one year of service, have completed at least
1,000 hours of service during that year, and are age twenty-one or older. The
Plan is subject to the provisions of sections 401(a), 401(k) and 501(a) of
the Internal Revenue Code of 1986, and the provisions of the Employee
Retirement Income Security Act of 1974.
Contributions
Each participant may elect to defer in any whole percent a portion of his or
her compensation for each pay period, from a minimum of one percent to a maximum
of six percent, as a pre-tax basic contribution. Each participant may also
elect to defer in any whole percent an additional one to nine percent of his
or her compensation for each pay period as a pre-tax excess contribution,
provided, however, that the combined total of the pre-tax basic contribution
and the pre-tax excess contribution cannot exceed fifteen percent of
compensation. The employer matches pre-tax basic contributions in an amount
equal to 100 percent of the first one percent of compensation contributed, 50
percent of the second one percent of compensation contributed, and 25 percent
of each of the next four percentage points of compensation contributed.
The employer does not make a matching contribution on pre-tax excess
contributions. Each participant's annual contribution shall not exceed the
maximum amount allowed for deferral for U.S. federal income tax purposes,
which, for 1996, was $9,500. The amount of a participant's annual
compensation which may be taken into account for purposes of determining the
amount of the employer match or for any other purpose under the Plan shall not
exceed an amount prescribed annually by the Internal Revenue Service ("IRS").
The prescribed amount was $150,000 for 1996. Each participant's employee and
employer accounts are fully vested and nonforfeitable at all times, except as
noted below.
The amount that can be deferred by any participant who is designated as a
highly compensated employee ("HCE") under IRS guidelines may be limited to
an amount which is less than the maximum annual deferral amount prescribed by
the IRS. Whether or not such limitations are imposed in a given year will
depend on whether the Plan passes certain tests with respect to the deferral
rates of HCEs in comparison with non-HCEs. Failure to pass these tests may
result in the refunding of a portion of each HCE's employee contribution for
the year and the inclusion of such amount in his or her taxable income for the
year. Any matching employer contribution on such refunded amount will (i) be
forfeited by the participant
<PAGE>
and applied to reduce the employer's matching contribution for the following
year, (ii) if so determined by the Compensation Committee of the Board of
Directors of Global Marine Inc. ("GMI") and ratified by GMCSI's Board of
Directors, be distributed to the participants to whose accounts such excess
contributions were originally allocated and included in the participants'
taxable earnings for the year, or (iii) be otherwise allocated in a
nondiscriminatory manner.
In February 1996 the Plan paid $229,568 to HCEs, consisting of refunds of
employee contributions above the limit for 1995 and earnings thereon. There
were no employer contributions applicable to the refunded amounts. The Plan
was not required to refund any 1996 employee contributions.
Account Valuation and Payment of Benefits
Participant account balances are valued as of the close of each business day.
Participants are eligible for a distribution following termination of service,
financial hardship, as defined by the Plan, or attainment of age 59-1/2.
Participants or beneficiaries will receive their benefits in a single lump-
sum distribution. Hardship withdrawals are limited to participant contributions
and earnings thereon as of December 31, 1988, plus participant contributions and
rollovers made thereafter.
Investment Options
Participants may elect to have their employee and employer contributions
invested in one or more of the investment options listed below. Each of the
Fidelity funds listed below, with the exception of the Managed Income
Portfolio, is an open-end, diversified management investment company managed by
Fidelity Management & Research Company ("FMRC"). The Managed Income
Portfolio is a commingled pool of investments managed by Fidelity Management
Trust Company ("FMTC"). The number of participants in each investment option as
of December 31, 1996 is noted parenthetically.
FIDELITY RETIREMENT MONEY MARKET PORTFOLIO - (254) A money market fund
managed with the objective of seeking as high a level of income as is
consistent with the preservation of capital and liquidity. The fund
invests in U.S. dollar-denominated money-market instruments of U.S. and
foreign issuers, short-term corporate obligations, U.S. government
obligations and certificates of deposit.
FIDELITY MANAGED INCOME PORTFOLIO - (243) A commingled pool of short-
and long-term investment contracts issued by insurance companies, banks or
other approved financial institutions managed with the objective of
preservation of capital and a competitive level of income over time.
The average portfolio maturity generally ranges from two to three years.
FIDELITY INTERMEDIATE BOND FUND - (55) A fixed-income security fund
managed with the objective of seeking a high level of current income by
investing in investment-grade corporate debt obligations, obligations
issued or guaranteed by the U.S. government or any of its agencies and
obligations of U.S. banks, including certificates of deposit and bankers'
acceptances. The
<PAGE>
average portfolio maturity ranges from three to ten years. The values of
the securities in this fund will vary with interest rates, and the yield
will fluctuate with market conditions.
FIDELITY EQUITY-INCOME FUND - (384) An income-oriented stock fund
managed with the objective of achieving yields exceeding the composite
yield on securities comprising the Standard and Poor's Composite Stock
Price Index of 500 common stocks, with the potential for capital growth.
Investments consist primarily of common and preferred stocks and debt
obligations convertible into common stocks.
FIDELITY MAGELLAN FUND - (496) An aggressive stock fund managed with
the objective of seeking long-term capital appreciation by investing
primarily in common stocks and securities convertible into common stocks
of both well-known and lesser-known domestic, foreign and multinational
companies.
FIDELITY BLUE CHIP GROWTH FUND - (215) A common stock fund managed with
the objective of seeking growth of capital over the long term by investing
in a diversified portfolio of common stocks of well-known and established
companies. Most of the fund investments are in companies included in the
Standard and Poor's Composite Stock Price Index of 500 common stocks or in
the Dow Jones Industrial Average.
FIDELTIY ASSET MANAGER FUND - (65) A fund managed with the objective of
seeking a high total return with reduced risk over the long term. The
fund invests in a mix of domestic and foreign equities, bonds and short-
term debt instruments. The mix is gradually adjusted to respond to
changing market conditions. The fund's managers define a neutral mix as
20% of assets in short-term debt instruments, 40% in intermediate to long-
term bonds, and 40% in equity securities. The actual range for each
category is zero to 70% in short-term debt instruments, 20% to 60% in
intermediate- to long-term bonds, and 10% to 60% in equities.
GLOBAL MARINE INC. STOCK FUND - (278) An unmanaged fund composed solely of
common stock of GMI.
Participant Loans
Under the Plan's loan feature, participants may borrow from their accounts by
transferring from their fund balances a minimum of $1,000 up to a maximum amount
equal to the lesser of $50,000 or 50 percent of their fund balances, excluding
amounts invested in the GMI Stock Fund. Participants may initiate one home loan
and one general-purpose loan per calendar year but may have only one of each
type of loan outstanding at any time. Loan terms range from six months to five
years for general-purpose loans and from five to fifteen years for home loans.
The loans are collateralized by the balances in the participants' accounts
and bear interest at rates determined from time to time by the Plan
administrative committee. Interest rates on loans outstanding as of December
31, 1996, ranged from 8-1/4% to 8-3/4%. Principal and interest are paid through
monthly payroll deductions. Loan fees are deducted from participant accounts.
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan were prepared on an accrual basis in
accordance with generally accepted accounting principles.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of asset additions and deductions during the reporting
period. Actual results could differ from those estimates.
The Plan's investments are stated at fair value. Shares in the funds managed by
FMRC and FMTC were valued based on their quoted closing net asset values per
share. The shares of GMI common stock were valued at the quoted closing market
price per share. Participant loans were valued at cost, which approximated
fair value. Purchases and sales of shares were recorded on a trade-date
basis.
The net appreciation or depreciation presented in the statement of changes in
net assets available for benefits consists of the realized gains or losses on
shares redeemed or sold during the year and the net change in unrealized
appreciation or depreciation on shares held at year end.
Custodial and recordkeeping fees charged by FMTC, the Plan trustee, were paid by
GMCSI and were not charged to the Plan. Participant loan initiation and
maintenance fees were paid by the applicable participant. No charge was made to
the Plan for GMCSI's applicable administrative costs.
3. AMENDMENTS
The first amendment to the Plan, as amended and restated effective October 1,
1995, was adopted May 12, 1997. Under the amendment, which became effective
October 1, 1995, the account of each participant who terminates service will
be charged an administrative fee, currently $60 per year beginning one year
after termination, if the participant does not elect to receive his or her
benefits from the Plan. In addition, the amendment added three new investment
options, the Fidelity U.S. Equity Index Portfolio, the Fidelity Low-Priced
Stock Fund, and the Fidelity Diversified International Fund, effective
January 6, 1997.
4. RELATED PARTY TRANSACTIONS
One of the Plan's fund managers, FMTC, is also the trustee as defined by the
Plan. The Plan's other fund manager, FMRC, is an affiliate of FMTC.
Therefore, purchases and sales of shares of funds managed by FMTC and FMRC
qualify as party-in-interest transactions.
<PAGE>
5. TAX STATUS
The Plan is designed to constitute a qualified plan under section 401(a) of
the Internal Revenue Code ("IRC") and is not subject to federal income taxes.
The IRS issued its latest determination letter dated March 23, 1994. In the
letter, the IRS stated that the Plan was in compliance with the applicable
requirements of the Internal Revenue Code. Although the Plan has been
further amended, the Plan administrator and tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Item 27a - Schedule of Assets Held For Investment Purposes
as of December 31, 1996
<CAPTION>
Number
of Current
Identity of Issue Description Shares Cost (1) Value
----------------- ----------- ------ ---- -------
<S> <S> <C> <C> <C>
Fidelity Retirement Money Market
Portfolio Money market fund 1,973,590 $ 1,973,590 $ 1,973,590
Fidelity Managed Income Commingled pool of
Portfolio investment contracts,
issued by banks and
insurance companies 1,953,006 1,953,006 1,953,006
Fidelity Intermediate Bond Fund Bond fund 14,083 142,506 141,955
Fidelity Equity-Income Fund Stock and bond fund 105,729 3,431,087 4,528,393
Fidelity Magellan Fund Common stock fund 95,638 6,273,459 7,713,178
Fidelity Blue Chip Growth Fund Common stock fund 47,533 1,424,788 1,553,838
Fidelity Asset Manager Fund Stock, bond, and short-
term instrument fund 18,940 300,337 311,949
GMI Stock Fund Shares of GMI common stock 425,219 3,388,824 8,770,143
Participant Loans Loans to participants, at annual
rates of interest ranging from
8-1/4% to 8-3/4% - - 960,669
----------- -----------
$18,887,597 $27,906,721
=========== ===========
</TABLE>
- -----------------
(1) Cost was determined based on historical cost. Gain or loss on sale
transactions was computed based on average cost.
<PAGE>
<TABLE>
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1996
<CAPTION>
Purchase Selling Cost of Current Net Gain
Identity of Party Description of Asset Price Price Asset Value (1) or (Loss)
- ----------------- -------------------- -------- ------- ------- ------- --------
<S> <S> <C> <C> <C> <C> <C>
SERIES OF
TRANSACTIONS:
FMRC (2) Purchases of Retirement Money
Market Portfolio, at various times
during the year $944,579 N/A N/A $944,579 N/A
FMRC (2) Sales of Retirement Money Market
Portfolio, at various times during
the year N/A $925,788 $925,788 $925,788 -
FMRC (2) Purchases of Equity-Income
Fund, at various times during
the year $1,807,749 N/A N/A $1,807,749 N/A
FMRC (2) Sales of Equity-Income Fund, at
various times during the year N/A $773,473 $596,604 $773,473 $176,869
FMRC (2) Purchases of Magellan Fund,
at various times during the year $2,771,031 N/A N/A $2,771,031 N/A
FMRC (2) Sales of Magellan Fund,
at various times during the year N/A $2,550,780 $2,128,627 $2,550,780 $422,153
FMTC (2) Purchases of Managed Income
Portfolio, at various times
during the year $654,597 N/A N/A $654,597 N/A
FMTC (2) Sales of Managed Income Portfolio,
at various times during the year N/A $735,012 $735,012 $735,012 -
FMRC (2) Purchases of Blue Chip Growth
Portfolio, at various times
during the year $840,420 N/A N/A $840,420 N/A
FMRC (2) Sales of Blue Chip Growth Portfolio,
at various times during the year N/A $293,924 $273,950 $293,924 $19,974
FMTC (2) Purchases of GMI common
stock, at various times
during the year $2,383,214 N/A N/A $2,383,214 N/A
FMTC (2) Sales of GMI common stock,
at various times during the year N/A $484,166 $268,389 $484,166 $215,777
</TABLE>
Normal expenses associated with asset purchases are included in the asset
cost and are not disclosed separately. All other required information which
is not presented here has been omitted for the reason that such information is
not applicable, or can be obtained from information found elsewhere in the
financial statements.
- ----------------
(1) As of transaction date.
(2) Party-in-interest.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Annual Report to be signed on its behalf by the undersigned
hereunto duly authorized.
GLOBAL MARINE SAVINGS INCENTIVE PLAN
Date: June 27, 1997 By: /s/Thomas R. Johnson
----------------------------
Thomas R. Johnson
Acting Chairman of the Administrative
Committee of the Global Marine
Savings Incentive Plan
EXHIBIT INDEX
-------------
Exhibit
Number Description
23.1 Consent of Independent Accountants
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our report dated June 25,
1997 on our audits of the financial statements and supplemental schedules for
the Global Marine Savings Incentive Plan (the "Plan"), as of December 31,
1996 and 1995, and for the year ended December 31, 1996, which report is
included in this Annual Report on Form 11-K, into the registration statement
on Form S-8 of Global Marine Inc. (Registration No. 33-40266) pertaining to
1,000,000 shares of Global Marine Inc. Common Stock, par value $.10 per
share, to be offered or sold pursuant to the Plan.
/s/ Coopers & Lybrand L.L.P.
Houston, Texas
June 27, 1997
