U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
Commission file number
2-87738
T.H. LEHMAN & CO., INCORPORATED
(Name of small business issuer in its charter)
Delaware 22-2442356
(state or other jurisdiction (I.R.S./Employer
of incorporation or organization Identification Number)
4900 Woodway, Suite 650, Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (713) 621-8404
Securities registered under Section 12(b) of the Exchange Act:
Common Stock, $.01 Par.
(Title of Class)
Securities registered under Section 12(g) of the Exchange Act: None.
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes _X_ No ___
4,742,720
(Number of shares of common stock outstanding as of November 11, 1998)
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
SEPTEMBER 30, 1998
(UNAUDITED)
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Balance sheets at September 30, 1998
and March 31, 1998 3-4
Statements of operations and
comprehensive income for the
three months and six months
ended September 30, 1998 5
Statements of operations and
Comprehensive income for the
three months and six months
ended September 1997 6
Statements of cash flows
for the six months ended
September 30, 1998 and 1997 7-8
Notes to consolidated
financial statements 9-14
Item 2. Management's Discussion and Analysis 14-16
PART II. OTHER INFORMATION 16-17
Signatures 18
2
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND MARCH 31, 1998
ASSETS
September30 March 31
1998 1998
(Unaudited) (Audited)
CURRENT ASSETS __________ __________
Cash $ 44,403 $ 24,123
Accounts receivable 85,088 9,207
Prepaid expenses and other current assets 2,032 3,623
Current portion of non-current receivables
(Note 4) 409,835 416,659
__________ __________
TOTAL CURRENT ASSETS 541,358 453,612
__________ __________
PROPERTY AND EQUIPMENT AT COST,
less accumulated depreciation of $108,905 at
September 30, 1998 and $164,360 at
March 31, 1998 (Note 5) 42,124 52,384
__________ __________
OTHER ASSETS
Securities available for sale (Note 3) 106,810 523,039
Investments in non-public companies, at cost 500 500
Non-current receivables (Note 4) 1,186,786 1,235,602
Deposits 514 1,514
Certificate of Deposit - Restricted (Note 12) 80,000 80,000
Excess of cost over net assets of acquired companies,
less accumulated amortization of $29,375 at
September 30, 1998 and $23,125 at
March 31, 1998 19,375 21,875
__________ __________
TOTAL OTHER ASSETS 1,393,985 1,862,530
__________ __________
TOTAL ASSETS $1,977,467 $2,368,526
========== ==========
See accompanying Notes to Consolidated Financial Statements
3
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND MARCH 31, 1998
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30 March 31
1998 1998
(Unaudited) (Audited)
CURRENT LIABILITIES __________ __________
Loans payable - financial
institution (Note 6) $ 0 $ 40,000
Accounts payable 427,130 402,930
Accrued liabilities 53,982 82,778
Current portion of long-term debt (Note 7) 150,531 547,999
Estimated environmental liability (Notes
2 and 12) 37,830 43,235
__________ __________
TOTAL CURRENT LIABILITIES 669,473 1,116,942
LONG-TERM DEBT, less current portion
(Note 7) 16,043 16,042
__________ __________
TOTAL LIABILITIES 685,516 1,132,984
__________ __________
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS' EQUITY (Note 8)
Common stock-par value $.01; authorized
5,000,000 shares, issued 4,742,720 shares
at September 30, 1998 and March 31, 1998 47,427 47,427
Additional paid-in capital 7,764,014 7,764,014
Accumulated other comprehensive income 81,218 376,894
Accumulated deficit (6,552,270) (6,904,355)
Treasury stock at cost - 25,000 shares (48,438) (48,438)
__________ __________
TOTAL STOCKHOLDERS' EQUITY 1,291,951 1,235,542
__________ __________
$1,977,467 $2,368,526
========== ==========
See accompanying Notes to Consolidated Financial Statements
4
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 1998
Three months Six months
ended ended
September 30 September 30
1998 1998
(Unaudited) (Unaudited)
__________ __________
REVENUES
Management fees, net of allowances $ 162,638 $ 343,773
Income from finance receivables 5,666 13,340
Interest and dividends 1,669 2,534
Realized gain from sale of
securities available for sale 0 409,670
__________ __________
TOTAL REVENUES 169,973 769,317
__________ __________
OPERATING EXPENSES
Selling, general and administrative 192,360 401,533
Interest expense 5,606 15,699
__________ __________
TOTAL OPERATING EXPENSES 197,966 417,232
__________ __________
LOSS BEFORE INCOME TAXES (27,993) 352,085
PROVISION FOR INCOME TAXES 0 0
__________ __________
NET LOSS : (27,993) 352,085
========== ==========
PER SHARE DATA:
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 4,742,720 4,742,720
========== ==========
NET INCOME PER COMMON SHARE $(0.01) $0.07
========== ==========
See accompanying Notes to Consolidated Financial Statements
5
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 1997
Three months Six months
ended ended
September 30 September 30
1997 1997
(Unaudited) (Unaudited)
__________ __________
REVENUES
Management fees, net of allowances $ 105,655 $ 243,662
Income from finance receivables 11,653 46,021
Interest and dividends 18,960 37,722
Net gain on trading securities 0 6,953
Realized gain from sale of securities
available for sale 0 325,348
Profit participation fee 1,367 20,000
__________ __________
TOTAL REVENUES 137,635 679,706
__________ __________
OPERATING EXPENSES
Selling, general and administrative 239,768 457,166
Interest expense 20,383 45,683
__________ __________
TOTAL OPERATING EXPENSES 260,151 502,849
__________ __________
LOSS BEFORE INCOME TAXES (122,516) 176,857
PROVISION FOR INCOME TAXES 0 0
__________ __________
NET LOSS: (122,516) 176,857
========== ==========
PER SHARE DATA:
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 3,230,342 3,230,342
========== ==========
NET INCOME PER COMMON SHARE $(0.04) $0.05
========== ==========
See accompanying Notes to Consolidated Financial Statements
6
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997
September 30 September 30
1998 1997
(Unaudited) (Unaudited)
__________ __________
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 352,085 $ 176,857
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 12,978 19,016
Realized gain from sales of securities
available for sale (409,670) (325,348)
Changes in operating assets and liabilities:
(Increase) decrease in:
Trading securities 15,000
Accounts receivable (75,881) 562
Prepaid expenses and other current assets 1,591 1,952
Increase (decrease) in:
Accounts payable 24,200 55,088
Accrued liabilities (157,440) 23,253
Estimated environmental liability (5,404) (40,173)
__________ _________
NET CASH PROVIDED BY (REQUIRED BY)
OPERATING ACTIVITIES (257,541) (73,793)
__________ _________
CASH FLOWS FROM INVESTING ACTIVITIES
Loans made evidenced by notes receivable (343,773) (290,577)
Collection of notes receivable 399,412 367,931
Deposits and certificates of deposits 1,000 3,386
Proceeds from sale of securities available
for sale 530,223
(Purchase)disposal of property and equipment (217) (16,656)
__________ _________
NET CASH REQUIRED BY
INVESTING ACTIVITIES 586,645 64,084
__________ _________
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of loans payable - financial
institution (40,000) $27,570
7
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997
September 30 September 30
1998 1997
(Unaudited) (Unaudited)
Repayment of long-term debt (268,824) (4,099)
__________ _________
NET CASH PROVIDED BY (REQUIRED BY)
FINANCING ACTIVITIES (308,824) 23,471
__________ _________
INCREASE (DECREASE)IN CASH 20,280 13,762
CASH - BEGINNING 24,123 33,422
_________ _________
CASH - END $ 44,403 $ 47,184
========= =========
CASH PAID DURING THE PERIODS FOR:
Interest $ 74,240 $ 957
========= =========
Income Taxes $ 0 $ 0
========= =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
See accompanying Notes to Consolidated Financial Statements
8
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies of the Company set forth in
Note 1, Notes to Consolidated Financial Statements in the Company's Form 10-
KSB (File No. 2-87738) for the fiscal year ended March 31, 1998, is
incorporated herein by reference
2. ACQUISITIONS AND DISPOSITIONS
The summary of acquisitions and dispositions of the Company set forth in Note
1, Notes to Consolidated Financial Statements in the Company's Form 10-KSB
(File No. 2-87738) for the fiscal year ended March 31, 1998, is incorporated
herein by reference.
In a transaction that was effective October 1, 1996, the Company transferred
50% of the outstanding stock and substantially all of the control of
Healthcare Professional Billing Corp.("HPB") to certain key employees of HPB,
until that time, HPB was a wholly-owned subsidiary of the Company. As a result
of the transfer, the subsidiary's financial position, results of operations
and cash flows are not consolidated with that of the Company subsequent to the
transfer date.
Effective October 1, 1996, the investment in HPB including advances to HPB
will be accounted for under the equity method. The summarized financial
information of HPB at September 30, 1998 is as follows:
September 30,1998
_____________
Financial Position:
Current assets $ 38,992
Property and equipment 14,831
Other assets 744
________
Total assets $ 54,567
========
Current liabilities(including
due to the Company of $255,067) $363,968
Long-term obligations (a) 72,819
Stockholders' deficiency (382,220)
________
Total liabilities and stockholders'
deficiency $ 54,567
=========
9
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
Six Months
Ended
September 30, 1998
______________
Results of Operations:
Revenues $ 94,093
Operating Expenses 106,911
_______
Net loss $(12,818)
=======
(a) Certain creditors of HPB are also creditors of the Company
3. SECURITIES AVAILABLE FOR SALE
September 30 March 31
1998 1998
__________ __________
KTI, Inc. $ 90,436 $496,448
Other equity investments in public entities 16,374 26,591
__________ __________
$106,810 $523,039
========== ==========
Unrealized gains and losses for marketable equity securities at September
30,1998 and March 31, 1998 are as follows:
September 30, 1998 March 31, 1998
______________________ ______________________
Current Non-Current Current Non-Current
Aggregate Cost $ 0 $ 25,592 $ 0 $146,145
Aggregate Market Value $ 0 $106,810 $ 0 $523,039
Gross Unrealized Gains $ 0 $ 81,218 $ 0 $376,894
Gross Unrealized Losses $ 0 $ 0 $ 0 $ 0
10
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
4. NON-CURRENT RECEIVABLES
Non-current receivables at September 30, 1998 and March 31, 1998 consisted
of the following:
September 30 March 31
1998 1998
__________ __________
Assigned medical billings net of allowances of
which $409,835 of the unpaid is expected to be
collected during the current fiscal year. $1,332,726 $1,412,948
Working capital advances at 12% per annum interest
to a provider of medical services who has contracted
with the Company to provide management services.
None of these advances is expected to be collected
during the current fiscal year. 852,379 852,379
__________ __________
2,185,105 2,265,327
Less Allowance for Uncollectible (588,484) (613,066)
__________ __________
1,596,621 1,652,261
Less Current Portion (409,835) (416,659)
__________ __________
$1,186,786 $1,235,602
========== ==========
5. PROPERTY AND EQUIPMENT
Property and equipment at September 30, 1998 and March 31, 1998 consisted of the
following: September 30, March 31,
life 1998 1998
__________ __________ __________
Machinery and Equipment 5-10 Years $ 48,207 $ 48,207
Leasehold Improvements 5-10 Years 500 500
Furniture and Fixtures 5-10 Years 102,322 168,037
__________ __________
151,029 216,744
Less Accumulated Depreciation (108,906) (164,360)
__________ __________
$ 42,123 $ 52,384
========== ==========
11
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
6. LOANS PAYABLE
Pursuant to an agreement dated October 4, 1991 and modified March, 1993, March,
1994 and January 31, 1998, the Company has received loans from a Netherlands
corporation, consisting of various advances from an available line of credit of
$400,000. As of September 30, 1998 and March 31, 1998, the outstanding balance
against this line of credit totaled $0 and $40,000, respectively. The
loans bear interest at the prime rate of a certain bank in Texas plus 2% per
annum. This line of credit expires on January 31, 2000.
7. LONG-TERM DEBT
Long-term debt including accrued interest at September 30, 1998 and March 31,
1998 consisted of the following:
September 30 March 31
1998 1998
__________ __________
Related Party:
Advances from an unsecured available line of credit of
$450,000. The loan bears interest at the prime
rate of a certain bank in Texas. Interest on
this loan is to be calculated and payable quarterly
as of the first day of each quarter (or at maturity).
The principal is due and payable on or before
December 31, 1997. The loan is secured by the
market value of publicly-held stock in the Company's
investment portfolio. As further consideration, 100,000
warrants expiring in December, 1997 to purchase
100,000 shares of the Company's common stock at
an exercise price of $1.25 per share were issued to
this creditor (See Note 8) $ 0 $ 328,423
Non-related Parties (all unsecured):
Two notes payable totaling $10,000 principal
plus accrued interest at 10%, all due on December
28, 1998. 0 11,645
Note payable of $10,000 principal plus accrued
interest at 10%, all due on November 1, 1998. 0 11,411
12
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
Equipment purchase contract with a monthly payment
of $886 and an effective interest rate of 11% payable
through November, 2000. 20,323 24,352
Advances from an available line of credit of
$300,000. The loan bears interest at an annual
rate of 10%. All principal and interest is due
and payable on or before November 1, 1998. 146,251 188,210
__________ __________
166,574 564,041
Less Current Portion (150,531) (547,999)
__________ __________
$ 16,043 $ 16,042
========== ==========
The amounts of long-term debt maturing in each of the years ending March 31
are as follows: 1999 - $150,531; 2000 - $9,294; 2001 - $6,749.
8. STOCKHOLDERS' EQUITY
The discussion regarding stockholders' equity of the Company set forth in Note
1, Notes to Consolidated Financial Statements in the Company's Form 10-KSB
(File No. 2-87738) for the fiscal year ended March 31, 1998, is incorporated
herein by reference.
9. INCOME TAXES
The discussion regarding income taxes of the Company set forth in Note 1,
Notes to Consolidated Financial Statements in the Company's Form 10-KSB (File
No. 2-87738) for the fiscal year ended March 31, 1998, is incorporated herein
by reference.
10. COMMITMENTS AND CONTINGENCIES
The discussion of commitments and contingencies of the Company set forth in
Note 1, Notes to Consolidated Financial Statements in the Company's Form 10-
KSB (File No. 2-87738) for the fiscal year ended March 31, 1998, is
incorporated herein by reference.
11. RELATED PARTY TRANSACTIONS
The discussion of related party transactions of the Company set forth in Note
1, Notes to Consolidated Financial Statements in the Company's Form 10-KSB
(File No. 2-87738) for the fiscal year ended March 31, 1998, is incorporated
herein by reference.
13
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
12. ALLOWANCE FOR ENVIRONMENTAL LIABILITY
The discussion of environmental liabilities of the Company set forth in Note
1, Notes to Consolidated Financial Statements in the Company's Form 10-KSB
(File No. 2-87738) for the fiscal year ended March 31, 1998, is incorporated
herein by reference.
MANAGEMENT DISCUSSION & ANALYSIS
Results of Operations:
Three Months Ended September 30, 1998 Compared to
Three Months Ended September 30, 1997
Revenues totaled $169,973 during the three months ended September 30, 1998, 19%
higher than the $137,635 in revenues from the same quarter in the previous
year. Interest and dividends decreased significantly from $18,960 during the
three months ended September 30, 1997 to $1,669 for the current quarter because
interest is no longer being accrued on a note which provides working capital to
a client of Medfin Management. The client's receivables serve as collateral on
this note. Management fees increased by 36% to $162,638 this quarter compared
to $105,655 from the same quarter in the previous year. Management fees earned
by the medical management company are calculated on a percentage of adjusted
revenues of the medical corporation that it manages, the medical corporation
had an increase in receivables due to more referrals. Income from finance
receivables decreased from $11,653 during the three months ended September 30,
1997 to $5,666 for the current quarter. In the quarter ending June 30, 1996
the Company recouped its cost basis in these acquired receivables and began
recognizing income on the collection of these receivables. Since these
receivables are dated, the company does not expect a large return, therefore
the income from finance receivables will probably remain low.
General and administrative expenses decreased by $47,408 to $192,630
in the current year's second fiscal quarter. Approximately 72% of the
decrease from $20,754 for the three months ending September 30, 1997 to
$5,844 for the current quarter is attributable to the reduction in
collection cost due to the hiring of an in-house collector. Accounting
fees decreased by $17,900 from September 30,1997 but this is due to a
timing difference in the payment of the auditors fee, which was recorded
in the first quarter for the current fiscal year. Lower employee expenses
accounted for approximately 14% of the decline from $107,415 for the
three months ended September 30,1997 to $92,170 for the current quarter
Interest expense decreased by 73% from $20,383 for the three months ended
September 30, 1998 to $5,606 for the current quarter due to decrease in
notes payable.
14
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SEPTEMBER 30, 1998
Medfin Management Corp. contributed $162,638 in revenues during the current
quarter and $165,941 in non-intercompany expenses during that same time frame.
During the quarter ended September 30, 1997, Medfin's revenues were $123,776
and its non-intercompany expenses totaled $191,500.
HLT Holding Corp. contributed the previously mentioned finance receivable
Income of $5,666 during the second three months of this fiscal year and
$11,653 during the second fiscal quarter of last year. Non-intercompany
expenses for HLT declined from $4,391 during the current quarter from
$10,728 during the quarter ended September 30, 1997.
Liquidity, Capital Resources and Income Taxes:
At September 30, 1998 cash amounted to $44,403 up 46% from the cash
balance of $24,123 at March 31, 1998.
The Company's primary source of liquidity has been the cash it has obtained
from the liquidation of its investment portfolio and collection of medical
accounts receivable, as well as loans.
The Company anticipates that internally generated cash and its lines of credit
will be sufficient to finance overall operations.
The Company is continually seeking to acquire businesses and may be in various
stages of negotiations at any point in time which may or may not result in
consummation of a transaction. To provide funding for such acquisitions it
may take a number of actions including (i) selling of its existing investments
(ii) use of available working capital (iii) seeking short or long term loans
(iv) issuing stock. In addition, the Company may seek additional equity funds
if needed. These sources of capital may be both conventional and non-
traditional.
The Company has no existing funding commitments and is presently under no
contractual obligation to make any investment or acquisition.
At March 31, 1998, the Company had an operating tax loss carry forward of
approximately $5,179,000.
Impact of Inflation and Other Business Conditions:
Generally, increases in the Company's operating costs approximate the rate of
inflation. In the opinion of management, inflation has not had a material
effect on the operation of the Company. The Company has historically been
able to react effectively to increases in labor or other operating costs
through a combination of greater productivity and selective price increases
where allowable.
15
YEAR 2000
Many existing computer systems and programs, process transactions using
two digits rather than four digits for the year of a transaction.
Unless the hardware and/or the software have been or will be modified,
a significant number of those computer systems and programs may process
a transaction with a date of the year 2000 as the year "00", which could
cause the system or the program to fail or create erroneous results
before, on or after January 1, 2000 (the "Year 2000 issue"). The
Company has recently explored the effect of the Year 2000 issue in
connection with its management information systems, computerized
accounting system, and all of the Company's personal computers.
The Company purchased a medical practice management system (including
software, hardware needed to utilize the system, licensing, training and
support) for approximately $30,000 in 1996. This system is specifically
designed for the management of medical practices, which accounts for
approximately 75% of the Company's revenue. The version of the system
the Company owns is not Year 2000 compliant. However the vendor of this
system has an updated version that is fully Year 2000 compliant
available, which can convert the existing data. The cost of the upgrade
is $13,000 including new hardware needed to utilize the system. The
Company plans to purchase and install the upgrade no later than
September 1999.
The Company's financial statements are produced by the management company
of T.H. Lehman & Co., Inc. which uses a licensed financial and general
ledger software program which is currently Year 2000 compliant.
The Company utilizes personal computers that utilizes Microsoft Windows
95 or higher. The Company believes that the Windows operating system
is Year 2000 compliant.
The Company is in process of contacting all of the entities with which
it does business and all third party payors to verify that they are in
the process of preparing for the Year 2000 issue. The Company believes
that all of the entities with which it does business will become Year
2000 compliant. In the case of the third party payors (Insurance
companies) not becoming Year 2000 compliant in a timely manner there
would be an adverse impact of the Company's cash flow.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a party to a lawsuit involving a former employee of
Self Powered Lighting, which was a wholly owned subsidiary of the
Company from October 27, 1989 until it was sold on July 1, 1993. The
employee filed a suit with the New York Department of Labor for
wrongful termination. The Company is defending itself in this matter
and in the opinion of the management of the Company, it will not
have a material adverse impact on the Company's financial position.
16
Neither the Company nor its subsidiaries is currently party to any
other material legal proceedings.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
17
T.H. LEHMAN & CO., INCORPORATED AND SUBSIDIARIES
/s/ Elliot Gerstenhaber DATE: November 13, 1998
Secretary/Treasurer and
Principal Financial Officer
17
