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 Quarter Ended June 30, 2000
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 1-8529
LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1200960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Light Street - Baltimore, MD 21202
(Address of principal executive offices) (Zip code)
(410) 539-0000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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.
60,972,021 shares of common stock and 3,735,773 exchangeable shares as of the
close of business on August 7, 2000. The exchangeable shares, which were
issued by Legg Mason Canada Holdings in connection with the acquisition of
Perigee Inc., are exchangeable at any time into common stock on a one-for-one
basis and entitle holders to dividend, voting and other rights equivalent to
common stock.
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands of dollars)
(Unaudited)
June 30, 2000 March 31, 2000
ASSETS:
<S> <C> <C>
Cash and cash equivalents.................... $ 286,817 $ 213,203
Cash and securities segregated for
regulatory purposes......................... 1,140,512 1,419,021
Securities purchased under agreements to
resell...................................... 295,202 170,643
Receivables:
Customers................................... 1,316,162 1,386,676
Brokers, dealers and clearing organizations. 168,971 163,263
Other....................................... 133,965 109,846
Securities borrowed.......................... 493,061 671,252
Financial instruments owned, at fair value... 59,921 102,907
Investment securities, at fair value......... 14,730 17,765
Investments of finance subsidiaries.......... 228,353 241,639
Equipment and leasehold improvements, net.... 60,849 61,243
Intangible assets, net....................... 142,335 145,142
Other........................................ 129,697 109,507
$4,470,575 $4,812,107
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Payables:
Customers.................................. $2,386,632 $2,633,542
Brokers and dealers........................ 21,696 15,245
Securities loaned........................... 537,892 688,331
Short-term borrowings....................... 98,763 23,290
Financial instruments sold, but not yet
purchased, at fair value.................. 21,271 27,713
Accrued compensation........................ 101,321 147,188
Other....................................... 164,295 167,000
Notes payable of finance subsidiaries....... 226,689 239,268
Senior notes................................ 99,735 99,723
3,658,294 4,041,300
Stockholders' Equity:
Common stock................................ 5,935 5,860
Shares exchangeable into common stock....... 18,988 19,527
Additional paid-in capital.................. 285,232 271,686
Deferred compensation and employee note
receivable................................. (23,140) (19,003)
Employee stock trust........................ (59,286) (50,699)
Deferred compensation employee stock trust.. 59,286 50,699
Retained earnings........................... 526,403 493,696
Accumulated other comprehensive income, net. (1,137) (959)
812,281 770,807
$4,470,575 $4,812,107
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 3
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)
(Unaudited)
Three months
Ended June 30,
2000 1999
Revenues:
<S> <C> <C>
Investment advisory and related fees $157,458 $129,806
Commissions......................... 91,636 82,452
Principal transactions.............. 33,491 28,470
Investment banking.................. 22,395 22,096
Interest............................ 70,689 46,726
Other............................... 11,148 11,869
Total revenues.................... 386,817 321,419
Interest expense.................... 43,687 27,681
Net revenues...................... 343,130 293,738
Non-interest Expenses:
Compensation and benefits........... 199,909 177,700
Occupancy and equipment rental...... 22,120 19,171
Communications...................... 14,873 12,671
Floor brokerage and clearing fees... 2,122 2,001
Other............................... 35,135 23,214
Total non-interest expenses....... 274,159 234,757
Earnings Before Income Tax Provision.. 68,971 58,981
Income tax provision................ 28,587 24,311
Net Earnings ......................... $ 40,384 $ 34,670
Earnings per common share:
Basic............................... $ 0.63 $ 0.57
Diluted............................. $ 0.60 $ 0.52
Weighted average number of common
shares outstanding:
Basic............................... 63,823 60,602
Diluted............................. 67,821 65,240
Dividends declared per common share... $ 0.08 $ 0.065
Book value per common share........... $ 12.61 $ 10.36
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 4
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
(Unaudited)
Three months
ended June 30,
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net earnings........................................ $ 40,384 $ 34,670
Non-cash items included in earnings:
Depreciation and amortization..................... 8,597 6,276
Deferred compensation............................. 1,310 885
Adjustment to conform fiscal year of pooled entity. (74) -
(Increase) decrease in assets excluding
acquisitions:
Cash and securities segregated for regulatory
purposes.......................................... 278,509 83,478
Receivable from customers.......................... 70,018 (122,803)
Other receivables.................................. (30,179) 9,896
Securities borrowed................................ 178,191 (188,488)
Financial instruments owned........................ 42,986 (18,269)
Other.............................................. (21,157) 4,661
Increase (decrease) in liabilities excluding
acquisitions:
Payable to customers............................... (246,910) 84,315
Payable to brokers and dealers..................... 6,451 2,764
Securities loaned.................................. (150,439) 161,106
Financial instruments sold, but not yet purchased.. (6,442) 10,157
Accrued compensation............................... (45,784) (26,002)
Other.............................................. 349 11,398
CASH PROVIDED BY OPERATING ACTIVITIES................ 125,810 54,044
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for:
Equipment and leasehold improvements.............. (5,251) (5,844)
Intangible assets................................. (555) (150)
Acquisitions, net of cash acquired................ (268) -
Net (increase) decrease in securities purchased
under agreements to resell......................... (124,559) 26,054
Purchases of investment securities.................. (1,785) (551)
Proceeds from sales and maturities of investment
securities........................................ 5,561 4,908
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES..... (126,857) 24,417
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in short-term borrowings............... 75,473 64,392
Issuance of common stock............................ 7,099 3,578
Dividends paid...................................... (7,232) (5,616)
CASH PROVIDED BY FINANCING ACTIVITIES................ 75,340 62,354
EFFECT OF EXCHANGE RATE CHANGES ON CASH.............. (679) 40
NET INCREASE IN CASH AND CASH EQUIVALENTS............ 73,614 140,855
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD..... 213,203 212,725
CASH AND CASH EQUIVALENTS AT END OF PERIOD........... $286,817 $353,580
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 5
<TABLE>
<CAPTION>
LEGG MASON, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands of dollars)
(Unaudited)
Three months
ended June 30,
2000 1999
<S> <C> <C>
Net earnings.......................... $40,384 $34,670
Other comprehensive income (loss):
Foreign currency translation
adjustments....................... (884) 298
Net unrealized holding gains arising
during the period................. 946 1,070
Deferred income taxes................ (240) (375)
Total other comprehensive
income (loss)..................... (178) 993
Comprehensive income.................. $40,206 $35,663
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 6
LEGG MASON, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of dollars)
June 30, 2000
(Unaudited)
1. Interim Basis of Reporting:
The accompanying unaudited condensed consolidated financial
statements of Legg Mason, Inc. and its wholly owned subsidiaries (the
"Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information. The interim
financial statements have been prepared utilizing the accrual basis of
accounting and, as such, reflect all adjustments (consisting only of
normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the results for the periods
presented. The nature of the Company's business is such that the
results of any interim period are not necessarily indicative of the
results for a full year.
The information contained in the interim financial statements
should be read in conjunction with the Company's latest Annual Report on
Form 10-K filed with the Securities and Exchange Commission. The
financial statements have been restated for the acquisition on a pooling
of interests basis of Perigee Inc. ("Perigee") on May 26, 2000. Where
appropriate, prior years' financial statements have been reclassified to
conform with the current year's presentation.
2. Net Capital Requirements:
The Company's broker-dealer subsidiaries are subject to the
Securities and Exchange Commission's Uniform Net Capital Rule. The Rule
provides that equity capital may not be withdrawn or cash dividends paid
if resulting net capital would fall below specified levels. As of June
30, 2000, the broker-dealer subsidiaries had aggregate net capital, as
defined, of $243,831 which exceeded required net capital by $215,855.
3. Legal Proceedings:
The Company has been named as a defendant in various legal actions
arising primarily from securities and investment banking activities,
including certain class actions which primarily allege violations of
securities laws and seek unspecified damages which could be substantial,
and has been involved in certain governmental and self regulatory agency
investigations and proceedings. While the ultimate resolution of these
matters cannot be currently determined, in the opinion of management,
after consultation with legal counsel, the matters will be resolved with
no material adverse effect on the consolidated financial statements of
the Company. However, if during any period a potential adverse
contingency should become probable, the results of operations in that
period could be materially affected.
4. Recent Accounting Development:
In June 1998, the Financial Accounting Standards Board ("FASB")
issued Statement No. 133, "Accounting for Derivative Instruments and
<PAGE> 7
Hedging Activities." Statement No. 133 establishes standards for
accounting and reporting for derivative instruments and hedging
activities. In June 1999, the FASB issued Statement No. 137,
"Accounting for Derivative Instruments and Hedging Activities-Deferral
of the Effective Date of FASB Statement No. 133" which delayed the
effective date for all fiscal quarters for fiscal years beginning after
June 15, 2000. The impact of adopting Statement No. 133 is not expected
to be material to the Company's consolidated financial statements.
5. Acquisitions
On May 26, 2000 the Company completed the acquisition of Perigee,
one of Canada's leading institutional investment managers. Under the
terms of the agreement, each outstanding share of Perigee was exchanged
for 0.387 of an exchangeable share of Legg Mason Canada Holdings, a
subsidiary of the Company. These exchangeable shares are the economic
equivalent of common shares of the Company and may be exchanged for
those shares on a one-for-one basis at any time. The Company issued
approximately 5.2 million exchangeable shares in this transaction. The
acquisition was accounted for as a pooling of interests and,
accordingly, all prior period consolidated financial statements have
been restated to include the combined results of operations, financial
position and cash flows of Perigee.
Prior to the acquisition, Perigee's fiscal year-end was December
31. In recording the business combination, Perigee's prior period
financial statements have been restated to conform to the Company's
fiscal year-end. The change in year-end resulted in an adjustment of
($0.4) million, which is included in retained earnings, and represents
Perigee's results of operations and dividend for the three months ended
March 31, 2000. In addition, the Company incurred approximately $3.9
million in acquisition costs, of which $2.0 million was incurred in the
three months ended June 30, 2000.
Adjustments were made to conform accounting practices of Perigee to
accounting principles generally accepted in the U.S. with respect to
business combinations which occurred in 1996 and 1998. The result of
the adjustments was to establish intangible assets for the excess of the
purchase price over the tangible net assets of the businesses acquired
by Perigee, which are being amortized over 15 years from the date of
each acquisition. The restated net earnings for June 30, 1999 presented
below includes amortization expense of $0.3 million.
Net revenue and net earnings of the Company and Perigee for the
three months ended June 30, 1999 were as follows:
<TABLE>
<CAPTION>
Net Revenues Net Earnings
<S> <C> <C>
Three months ended
June 30, 1999 (unaudited):
Legg Mason, Inc., as
previously reported $286,943 $32,818
Perigee 6,795 1,852
Combined $293,738 $34,670
</TABLE>
<PAGE> 8
Additionally, during the fiscal year ended March 31, 2000, the
Company acquired LeggMason Investors Holdings PLC ("LeggMason
Investors") (formerly Johnson Fry Holdings PLC) and Berkshire Asset
Management, Inc. ("Berkshire"). The following unaudited pro forma
consolidated results are presented as though the acquisitions of
LeggMason Investors and Berkshire had occurred as of the beginning of
the three month period ended June 30, 1999, adjusted for amortization of
the excess of cost over the net tangible assets acquired.
Net revenues $300,760
Net earnings $ 32,879
Earnings per share:
Basic $ 0.54
Diluted $ 0.49
6. Business Segment Information:
The Company provides financial services through four business
segments: Asset Management; Private Client; Capital Markets; and Other.
Segment results include all direct revenues and expenses of the
operating units in each segment and allocations of indirect expenses
based on specific methodologies.
Asset Management provides investment advisory services to Company-
sponsored mutual funds and asset management for institutional and
individual clients.
Private Client distributes a wide range of financial products
through its branch distribution network, including equity and fixed
income securities, proprietary and non-affiliated mutual funds and
annuities. Net interest profit from customers' margin loan and credit
account balances is included in this segment.
Capital Markets consists of the Company's equity and fixed income
institutional sales and trading, syndicate, and corporate and public
finance activities. Sales credits associated with underwritten
offerings are reported in Private Client when sold through retail
distribution channels and in Capital Markets when sold through
institutional distribution channels.
Other consists principally of the Company's real estate business.
<PAGE> 9
<TABLE>
<CAPTION>
Segment financial results are as follows:
Three months ended
June 30,
2000 1999
<S> <C> <C>
Net revenues:
Asset Management............ $107,924 $ 85,617
Private Client.............. 180,237 156,554
Capital Markets............. 47,226 45,540
Other....................... 7,743 6,027
$343,130 $293,738
Earnings before income tax
provision:
Asset Management............ $ 30,397 $ 29,183
Private Client.............. 30,784 19,524
Capital Markets............. 7,083 9,815
Other....................... 707 459
$ 68,971 $ 58,981
</TABLE>
The Company's revenues and earnings presented above are
substantially derived from domestic operations. Results of
international operations are not significant. The Company does not
report asset information by business segment.
<PAGE> 10
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition
Legg Mason, Inc. and its subsidiaries' (the "Company") profitability may
vary significantly from period to period as a result of a variety of
factors, including the volume of trading in securities, the volatility
and general level of securities' prices, and the demand for investment
banking and mortgage banking services. Accordingly, sustained periods
of unfavorable market conditions may adversely affect profitability.
RESULTS OF OPERATIONS
During the first fiscal quarter ended June 30, 2000, the Company
reported growth in net revenues, net earnings and earnings per share
from the corresponding quarter in fiscal 1999. The increase in net
revenues and net earnings was primarily the result of growth in fee-
based revenues from asset management activities, securities brokerage
activities and net interest profit. On May 26, 2000, the Company
acquired Perigee Inc., a Canadian money manager, in a transaction
accounted for as a pooling of interests. As required by pooling of
interests accounting, the consolidated financial statements have been
restated to include the results of operations of Perigee for all periods
presented.
Quarter Ended June 30, 2000 Compared to Quarter Ended June 30, 1999
Revenues:
In the quarter, net revenues increased 17% to $343.1 million from $293.7
million in the corresponding quarter of the prior year.
Investment advisory and related fees increased to $157.5 million, up 21%
from the June 1999 quarter as a result of growth in Company-sponsored
mutual funds, fee-based brokerage accounts and fixed income investment
advisory accounts. In addition, the June 2000 quarter includes the
addition of revenues ($5.7 million) from LeggMason Investors (formerly
Johnson Fry), acquired in December 1999. Legg Mason subsidiaries served
as investment advisors to individual and institutional accounts and
mutual funds with an asset value of $126.6 billion, up 36% from $93.4
billion a year ago (excluding assets of approximately $13.4 billion
managed by Perigee) and from $111.8 billion or 13% from March 31, 2000.
The increase since March 31, 2000 was predominantly as a result of the
acquisition of Perigee, whose assets under management aggregate $14.3
billion.
Commission revenues of $91.6 million increased 11% from $82.5 million in
the prior year's quarter, primarily due to increased sales of non-
affiliated mutual funds and variable annuities.
Revenues from principal transactions rose 18% to $33.5 million,
principally as a result of an increase in sales of over-the-counter and
fixed income securities.
Investment banking revenues were $22.4 million, up 1% from $22.1 million
in the prior year's quarter, primarily as a result of increased merger
<PAGE> 11
and advisory activities, offset in part by a decline in public offerings
of equity securities.
Other revenues declined 6% to $11.1 million from the June 1999 quarter,
primarily due to a gain on the sale of a merchant banking investment
recognized last year. Excluding the gain, other revenues increased 35%
as a result of the addition of earnings from two joint ventures
commenced in fiscal 2000.
Expenses:
Compensation and benefits increased 12% to $199.9 million, from $177.7
million in the prior year's quarter, reflecting higher profitability-
based and sales-based compensation on increased revenues, as well as
higher fixed compensation costs primarily attributable to an increased
number of employees. In addition, the June 2000 quarter includes the
addition of expenses of LeggMason Investors.
Occupancy and equipment rental increased 15% to $22.1 million, from
$19.2 million in the prior year as a result of increased rent at new and
existing branch office locations and increased investments in
technology.
Communications expense rose 17% to $14.9 million as a result of an
increase in business activity and branch office locations, which gave
rise to increased costs for quote services, postage and telephone usage.
Floor brokerage and clearing fees increased 6% to $2.1 million,
reflecting an increase in securities transaction volume.
Other expenses increased 51% to $35.1 million, principally as a result
of the addition of expenses of LeggMason Investors, Perigee acquisition
costs and payments to third party distributors.
Interest:
Interest revenue increased 51% to $70.7 million, from $46.7 million in
the prior year's quarter because of higher interest rates earned on
larger customer margin account and conduit stock loan balances. In
addition, interest revenue increased as a result of the addition of
revenues from LeggMason Investors. LeggMason Investors has two wholly
owned finance subsidiaries. The purpose of these finance subsidiaries
is to raise funds by issuing secured fixed-rate loan securities and to
use the proceeds to invest in a portfolio of bonds issued by various
financial institutions, which are generally not available to the public
in tranches small enough for the retail investor.
Interest expense increased 58% to $43.7 million as a result of increased
interest rates on larger customer credit account and conduit stock loan
balances. In addition, interest expense increased as a result of the
addition of expenses of the LeggMason Investors finance subsidiaries
described above.
<PAGE> 12
Income tax provision:
The provision for income taxes rose 18% to $28.6 million, from $24.3
million as a result of the increase in pre-tax earnings.
Liquidity and Capital Resources
There has been no material change in the Company's financial position
since March 31, 2000. A substantial part of the Company's assets is
liquid, consisting mainly of cash and assets readily convertible into
cash. These assets are financed primarily by free credit balances,
equity capital, senior notes, bank lines of credit and other payables.
During the quarter ended June 30, 2000, the Company arranged a new
three-year, committed, unsecured $100 million credit facility, which
replaced a similar $50 million facility which expired in June. The
facility has restrictive covenants that require the Company, among other
things, to maintain specified levels of net worth and debt-to-equity
ratios. The Company intends to use the facility for general corporate
purposes including the expansion and diversification of its business.
There were no borrowings outstanding under the facility at June 30,
2000.
During the quarter ended June 30, 2000, cash and cash equivalents
increased $73.6 million. Cash flows from operating activities provided
$125.8 million, due to lower levels of cash and securities segregated
for regulatory purposes, net earnings adjusted for depreciation and
amortization, and decreased levels of proprietary securities
inventories, partially offset by a decrease in net customer payables.
Cash flows from financing activities provided $75.3 million as a result
of increased levels of short-term borrowings by the Company's mortgage
banking affiliate. Investing activities used $126.9 million, primarily
as a result of increases of securities purchased under agreements to
resell.
Forward-Looking Statement
The Company has made in this report, and from time to time may
otherwise make in its public filings, press releases and statements by
Company management, "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 concerning the
Company's operations, economic performance and financial condition.
The words or phrases "can be", "expects", "may affect", "may depend",
"believes", "estimate", "project" and similar words and phrases are
intended to identify such forward-looking statements. Such forward-
looking statements are subject to various known and unknown risks and
uncertainties, and the Company cautions readers that any forward-
looking information provided by or on behalf of the Company is not a
guarantee of future performance. Actual results could differ
materially from those anticipated in such forward-looking statements
due to a number of factors, some of which are beyond the Company's
control, in addition to those discussed elsewhere herein and in the
Company's other public filings, press releases and statements by
Company management, including (i) the volatile and competitive nature
<PAGE> 13
of the securities business, (ii) changes in domestic and foreign
economic and market conditions, (iii) the effect of federal, state and
foreign regulation on the Company's business, (iv) market, credit and
liquidity risks associated with the Company's underwriting, securities
trading, market-making and investment management activities, (v)
impairment of acquired client contracts, (vi) potential restrictions
on the business of, and withdrawal of capital from, certain
subsidiaries of the Company due to net capital requirements, (vii)
potential liability under federal and state securities laws and (viii)
the effect of any future acquisitions. Due to such risks,
uncertainties and other factors, the Company cautions each person
receiving such forward-looking information not to place undue reliance
on such statements. All such forward-looking statements are current
only as of the date on which such statements were made. The Company
does not undertake any obligation to publicly update any forward-
looking statement to reflect events or circumstances after the date on
which any such statement is made or to reflect the occurrence of
unanticipated events.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
During the quarter ended June 30, 2000, there were no material changes
to the information contained in Part II, Item 7A of the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 2000.
<PAGE> 14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Articles of Incorporation of the
Company, as amended
(incorporated by reference to
Form 10-Q for the quarter ended
September 30, 1996)
3.2 By-laws of the Company as
amended and restated April 25,
1988 (incorporated by reference
to the Company's Annual Report
on Form 10-K for the year ended
March 31, 1988)
11. Statement re: computation of
earnings per share
27. Statement re: financial data
schedule
(b) 8-K Reports were filed on each of
April 14, 2000 and May 9, 2000,
each reporting under Item 5. The
April 14, 2000 Form 8-K contained
unaudited pro forma financial
statements of Legg Mason giving
effect to the acquisition of
Perigee in accordance with Canadian
requirements.
<PAGE> 15
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.
LEGG MASON, INC.
(Registrant)
DATE: August 10, 2000 /s/Timothy C. Scheve
Timothy C. Scheve
Senior Executive Vice President
DATE: August 10, 2000 /s/Thomas L. Souders
Thomas L. Souders
Senior Vice President and
Treasurer
<PAGE> 16
INDEX TO EXHIBITS
3.1 Articles of Incorporation of the
Company, as amended
(incorporated by reference to
Form 10-Q for the quarter ended
September 30, 1996)
3.2 By-laws of the Company as
amended and restated April 25, 1988
(incorporated by reference to the
Company's Annual Report on Form 10-K
for the year ended March 31, 1988)
11. Statement re: computation of
earnings per share
27. Statement re: financial data
schedule
