<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
From the transition period from to
------------ ------------
Commission File Number 0-14320
---------------
UNITED INSURANCE COMPANIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-2044750
- ---------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4001 McEwen, Suite 200, Dallas, Texas 75244
- ------------------------------------------ --------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (214) 960-8497
------------------------------
Not Applicable
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
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. Common Stock, $.01
Par Value--9,386,000 shares as of March 31, 1995.
<PAGE> 2
ITEM 6 AMENDED - EXHIBITS AND REPORTS ON FORM 8-K
INDEX
UNITED INSURANCE COMPANIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
- ----------------------------------
Consolidated condensed balance sheets-March 31, 1995 and
December 31, 1994 3
Consolidated condensed statements of income-Three months ended
March 31, 1995 and 1994 4
Consolidated condensed statements of cash flows-Three months ended
March 31, 1995 and 1994 5
Notes to consolidated condensed financial statements-March 31, 1995 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
PART II. OTHER INFORMATION
- -------- -----------------
Item 4. Submission of Matters to a Vote of Security Holders 9
---------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K 9
--------------------------------
SIGNATURES 10
----------
</TABLE>
3
<PAGE> 3
ITEM 6 AMENDED - EXHIBITS AND REPORTS ON FORM 8-K
PART II. OTHER INFORMATION
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Stockholders was held on May 8, 1995.
The following members were elected to the Company's Board of Directors
to hold office for the ensuing year.
<TABLE>
<CAPTION>
Nominee In Favor Withheld
------- --------- --------
<S> <C> <C>
Ronald L. Jensen 6,892,861 69,486
Gary L. Friedman 6,888,446 73,901
J. Michael Jaynes 6,890,557 71,790
Richard J. Estell 6,892,940 69,407
Richard T. Mockler 6,892,426 69,921
Vernon R. Woelke 6,892,367 69,980
W. Brian Harrigan 6,891,929 70,418
</TABLE>
The results of the voting on the appointment of auditors were as
follows:
Ratification of Appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending
December 31, 1995.
The votes of the stockholders on this item were as follows:
<TABLE>
<CAPTION>
In Favor Opposed Abstained
-------- ------- ---------
<S> <C> <C>
6,938,005 3,624 20,718
</TABLE>
The results of the voting on the proposal to amend certificate of
incorporation were as follows:
Proposal to amend certificate of incorporation of the Company
to increase the authorized shares of common stock from
10,000,000 shares up to 40,000,000 shares, in such increments
and at such time or times as the Board of Directors may
determine.
<TABLE>
<CAPTION>
In Favor Opposed Abstained
-------- ------- ---------
<S> <C> <C>
6,532,496 211,924 217,927
</TABLE>
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 3.5 - Articles of Incorporation of United Insurance
Companies, Inc., as amended.
Exhibit 11 - Statement Re: Computation of per share
earnings.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the period.
4
<PAGE> 4
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.
UNITED INSURANCE COMPANIES, INC.
(Registrant)
Date: March 28, 1996 /s/ W. Brian Harrigan
---------------------------- ---------------------------------
W. Brian Harrigan, President
Date: March 28, 1996 /s/ Vernon R. Woelke
---------------------------- ---------------------------------
Vernon R. Woelke, Treasurer
(Chief Financial Officer)
5
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
3.5 Articles of Incorporation of United Insurance Companies, Inc.,
as amended.
11 Statement Re: Computation of per share earnings.
</TABLE>
<PAGE> 1
EXHIBIT 3.5
PAGE 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "UNITED INSURANCE COMPANIES, INC.", FILED IN THIS OFFICE ON THE
NINTH DAY OF MAY, A.D. 1995, AT 1 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
------------------------------------
[SEAL] Edward J. Freel, Secretary of State
AUTHENTICATION: 7499816
2051666 8100 DATE: 05-09-95
950102394
<PAGE> 2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
UNITED INSURANCE COMPANIES, INC.
UNITED INSURANCE COMPANIES, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY
AS FOLLOWS:
FIRST: That at a meeting of the Board of Directors of UNITED
INSURANCE COMPANIES, INC., resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of the corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Fourth Article thereof so that,
as amended, said Article shall be and read as follows:
"ARTICLE FOUR
"THE AGGREGATE NUMBER OF SHARES WHICH THE COMPANY SHALL HAVE
AUTHORITY TO ISSUE IS FORTY MILLION (40,000,000) CONSISTING OF
FORTY MILLION (40,000,000) SHARES OF COMMON STOCK WITH A PAR
VALUE OF ONE CENT ($0.01) PER SHARE."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of
<PAGE> 3
Delaware, at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said UNITED INSURANCE COMPANIES, INC. has caused
this Certificate to be signed by Richard J. Estell, its Executive Vice
President, and Robert B. Vlach, its Secretary, this 9th day of May, 1995.
UNITED INSURANCE COMPANIES, INC.
By: /s/ RICHARD J. ESTELL
-----------------------------------
Richard J. Estell, Executive
Vice President
ATTEST:
/s/ ROBERT B. VLACH
- -------------------------------
Robert B. Vlach, Secretary
STATE OF TEXAS )
COUNTY OF DALLAS )
On this date, before me, a Notary Public, in and for the State of
Texas, personally appeared Richard J. Estell and Robert B. Vlach, known to me
to be the Executive Vice President and Secretary, respectively, of UNITED
INSURANCE COMPANIES, INC., a corporation organized and existing under the laws
of the State of Delaware, and acknowledged to me that they executed the
foregoing instrument for the purposes and consideration therein expressed, and
as the act of said corporation.
GIVEN UNDER MY HAND AND SEAL of office, this 9th day of May, 1995.
/s/ PEGGY G. SIMPSON
--------------------------------------
Peggy G. Simpson
Notary Public, State of Texas
PEGGY G. SIMPSON
[SEAL] Notary Public
State of Texas
Commission Expires 11-20-97
<PAGE> 4
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
UGC, INC.
UGC, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY
AS FOLLOWS:
FIRST: The Certificate of Incorporation of the Corporation was filed
in the office of the Secretary of State of the State of Delaware on December
28, 1984.
SECOND: The Certificate of Incorporation of the Corporation is amended
so that Article One shall read in its entirety as follows:
"ARTICLE ONE
The name of the Corporation is
UNITED INSURANCE COMPANIES, INC."
THIRD: The Certificate of Incorporation of the Corporation is amended
so that Article Four shall read in its entirety as follows:
"ARTICLE FOUR
The aggregate number of shares which the
Corporation shall have authority to issue is
Ten Million (10,000,000), consisting of Ten
Million (10,000,000) shares of common stock
with a par value of One cent (1c) per share."
FOURTH: The foregoing amendments were duly proposed by resolution of
the board of Directors and duly adopted by all of the shareholders of the
Corporation in accordance with the
<PAGE> 5
provisions of Section 242(b) of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this
15th day of June, 1985.
UGC, INC. (HEREAFTER TO BE UNITED
INSURANCE COMPANIES, INC.)
By: /s/ RONALD L. JENSEN
-----------------------------------
Ronald L. Jensen, President and
Chairman of the Board of
Directors of the Corporation
Attest:
/s/ LEE STRAHAN
- --------------------------
Lee Strahan, Secretary
- 2 -
<PAGE> 6
CERTIFICATE OF MERGER
OF
UNITED GROUP COMPANIES, INC.
INTO
UGC, INC.
THE UNDERSIGNED CORPORATIONS DO HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:
<TABLE>
<CAPTION>
NAME STATE OF INCORPORATION
---- ----------------------
<S> <C>
United Group Companies, Inc. Texas
UGC, Inc. Delaware
</TABLE>
SECOND: That an Agreement and Plan of Merger among the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with subsection (c) of Section
252, of the General Corporation Law of the State of Delaware.
THIRD: That the name of the surviving corporation is UGC, Inc.
FOURTH: That the surviving corporation is incorporated in the State of
Delaware and that the certificate of incorporation of UGC, Inc., a Delaware
corporation, shall be the certificate of incorporation of the surviving
corporation.
FIFTH: That the executed Agreement and Plan of Merger is on file at
the principal place of business of the surviving corporation and that the
address of the principal
<PAGE> 7
place of business of the surviving corporation is 2121 Precinct Line Road,
Suite 202, Hurst, Texas 76053.
SIXTH: That a copy of the Agreement and Plan of Merger will be
furnished by the surviving corporation, on request and without cost, to any
stockholder of any constituent corporation.
SEVENTH: That the authorized capital stock of each constituent
corporation which is not incorporated in the State of Delaware is as follows:
<TABLE>
<CAPTION>
Name Authorized Capital Stock
---- ------------------------
<S> <C>
United Group Companies, Inc. 500,000 shares common
par value $1.00
</TABLE>
EIGHTH: That this Certificate of Merger shall be effective on March
31, 1985.
Dated: March 29, 1985
ATTEST: UNITED GROUP COMPANIES, INC.
/s/ LEE STRAHAN /s/ RONALD JENSEN
- ------------------------ --------------------------
Lee Strahan, Secretary Ronald Jensen, President
ATTEST: UGC, INC.
/s/ LEE STRAHAN /s/ RONALD JENSEN
- ----------------------- --------------------------
Lee Strahan, Secretary Ronald Jensen, President
<PAGE> 8
ARTICLES OF MERGER
OF
DOMESTIC AND FOREIGN CORPORATIONS
Pursuant to the provisions of Article 5.07 of the Texas Business
Corporation Act, the undersigned domestic and foreign corporations adopt the
following Articles of Merger for the purpose of merging them into one of such
corporations.
1. The names of the undersigned corporations and the states under
the laws of which they are respectively organized are:
<TABLE>
<CAPTION>
NAME OF CORPORATION STATE
------------------- -----
<S> <C>
United Group Companies, Inc. Texas
UGC, Inc. Delaware
</TABLE>
2. The laws of the state under which such foreign corporation is
organized permit such merger.
3. The name of the surviving corporation is UGC, Inc., and it is
to be governed by the laws of the State of Delaware.
4. There is attached hereto as Exhibit A a copy of the
Certificate of Merger being filed on the date hereof in the State of Delaware.
5. The Plan of Merger, which was approved by the shareholders of
the undersigned domestic corporation in the manner prescribed by the Texas
business Corporation Act and approved by the undersigned foreign corporation in
the manner prescribed by the laws of the state under which it is organized, is
set forth in Exhibit B which is attached hereto and hereby incorporated herein.
<PAGE> 9
6. As to each of the undersigned corporations, the number of
shares outstanding, and the designation and number of outstanding shares of
each class entitled to vote as a class on such Plan, are as follows:
<TABLE>
<CAPTION>
Number of Entitled to Vote as a Class
Name of Shares Designation Number of
Corporation Outstanding of Class Shares
<S> <C> <C> <C>
United Group Companies, Inc. 120,000 Common Stock 120,000
UGC, Inc. 100 Common Stock 100
</TABLE>
7. The shareholders of each of the undersigned corporations voted
unanimously for such Plan.
8. UGC, Inc., the surviving corporation hereby: (a) agrees that
it may be served with process in the State of Texas in any proceeding for the
enforcement of any obligation of the undersigned domestic corporation and in
any proceeding for the enforcement of the rights of a dissenting shareholder of
such domestic corporation against the surviving corporation; (b) irrevocably
appoints the Secretary of State of Texas as its agent to accept service of
process in any such proceedings; and (c) agrees that it will promptly pay to
the dissenting shareholders of such domestic corporation the amount, if any, to
which they shall be entitled under the provisions of the Texas Business
Corporation Act with respect to the rights of dissenting shareholders.
Dated: March 29, 1985
ATTEST: UNITED GROUP COMPANIES, INC.
By /s/ RONALD JENSEN
- ----------------------------- --------------------------------
Lee Strahan, Secretary Ronald Jensen, President
ATTEST: UGC, INC.
By /s/ RONALD JENSEN
- ----------------------------- --------------------------------
Lee Strahan, Secretary Ronald Jensen, President
<PAGE> 10
State of Texas
County of Tarrant
The undersigned notary public does hereby certify that on this 28th
day of March, 1985, personally appeared before me Ronald Jensen who, being by
me first duly sworn, declared that he is the President of UGC, Inc., that he
signed the foregoing document as President of the corporation, and that the
statements therein contained are true.
/s/ RISA NICHOLS
------------------------------
Notary Public in and for
Tarrant County, Texas
State of Texas
County of Tarrant
The undersigned notary public does hereby certify that on this 28th
day of March, 1985, personally appeared before me Ronald Jensen who, being by
me first duly sworn, declared that he is the President of United Group
Companies, Inc., that he signed the foregoing document as President of the
corporation, and that the statements therein contained are true.
/s/ RISA NICHOLS
------------------------------
Notary Public in and for
Tarrant County, Texas
<PAGE> 11
CERTIFICATE OF INCORPORATION
OF
UGC, INC.
The undersigned natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation (hereinafter called the
"Corporation") pursuant to Section 102 of the General Corporation Law of the
State of Delaware, hereby adopts the following Certificate of Incorporation for
the Corporation.
ARTICLE ONE
The name of the Corporation is UGC, Inc.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the Corporation is organized is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware, as now existing or hereafter
amended.
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have
authority to issue is Five Million (5,000,000), consisting of Five Million
(5,000,000) shares of common stock with a par value of One Cent (1 cent)
per share.
ARTICLE FIVE
The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand and
No/100 Dollars ($1,000.00), consisting of money, labor done or property
actually received.
ARTICLE SIX
The address of the registered office of the Corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle, Delaware 19801. The name of the registered
agent at such address is The Corporation Trust Company.
<PAGE> 12
ARTICLE SEVEN
The number of directors constituting the initial board of directors is
five (5), and the names and addresses of the persons who are to serve as such
initial directors until the first annual meeting of the stockholders or until
their respective successors have been duly elected and qualified are:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Ronald L. Jensen 4612 O'Connor Court
Irving, Texas 75062
John Maurer 3549 West Northgate, Apt. 2314
Irving, Texas 75062
Marvin Gill P.O. Box 1239
Conway, Arkansas 72032
Larry Ballantyne 13180 Nottingham Court
P.O. Box 112
Chardon, Ohio 44024
Gary L. Friendman 741 Spring Valley Drive
Hurst, Texas 76054
</TABLE>
Election of directors need not be by written ballot unless so required
in the Bylaws of the Corporation.
ARTICLE EIGHT
The name and mailing address of the incorporator is:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Jeffrey I. Gordon 2000 Pennsylvania Avenue, N.W.
Suite 6500
Washington, D.C. 20006
</TABLE>
ARTICLE NINE
Each outstanding share of common stock of the Corporation is entitled
to one (1) vote on each matter submitted to a vote of stockholders of the
Corporation. Cumulative voting for the election of directors of the
Corporation is expressly prohibited.
ARTICLE TEN
No stockholder of the Corporation and no other person shall have any
preemptive right whatsoever to acquire any securities of the Corporation,
except to the extent the board of directors of the Corporation authorizes a
preemptive right.
- 2 -
<PAGE> 13
ARTICLE ELEVEN
The Corporation may directly or indirectly enter into contracts,
agreements, understandings or other transactions (i) with its directors,
officers, employees or stockholders or in which any one or more of such persons
directly or indirectly has an interest; or (ii) with any partnership,
corporation or other entity in which any one or more of its directors,
officers, employees or stockholders is a member, director, officer, employee,
stockholder or otherwise directly or indirectly has an interest. Any such
contract, agreement, understanding or other transaction shall not be
invalidated or in any way affected adversely by the fact that any officer,
director, employee or stockholder has or may have an interest or interests
therein or related thereto which are or might be adverse to the best interest
of the Corporation, even though the vote or approval of any officer, director,
employee or stockholder of the Corporation having such an adverse interest
shall have been necessary to obligate the Corporation upon any such contract,
agreement, understanding or other transaction; and no director, officer,
employee or stockholder having such adverse interest shall be liable to the
Corporation or to any stockholder or creditor thereof, or to any other person,
for any loss or liability incurred by the Corporation by reason of any
contract, agreement, understanding or other transaction, nor shall any such
director, officer, employee or stockholder be accountable to the Corporation,
or otherwise, for any gains or profits realized in connection therewith;
provided that at the time such contract, agreement, understanding or other
transaction is approved by the Corporation, whether by the board of directors,
stockholders or duly authorized officers or employees, that any direct or
indirect interest of any officer, director, employee or stockholder of the
Corporation therein was fully disclosed, and that any such contract, agreement,
understanding or other transaction shall not, at the time at which it was
entered into, have been in any way fraudulent as to the Corporation or its
stockholders.
ARTICLE TWELVE
The board of directors shall adopt the initial Bylaws of the
Corporation. The power to alter, amend or repeal the Bylaws or adopt new
Bylaws shall be vested in the board of directors, subject to repeal or change
by action of stockholders representing a majority of shares of the Corporation
entitled to vote on such repeal or change.
- 3 -
<PAGE> 14
ARTICLE THIRTEEN
Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of section 279 of Title 8 of
the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths (3/4) in value of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
the Corporation, as the case may be, agree to any compromise or arrangement and
to any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which said application has been made, be
binding on all the creditors or class of creditors, and/or on all of the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
ARTICLE FOURTEEN
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
IN WITNESS WHEREOF, I have hereunto set my hand this twenty-sixth
(26th) day of December, 1984, and I affirm the foregoing certificate is my act
and deed and that the facts stated therein are true.
/s/ JEFFREY I. GORDON
----------------------------------
Jeffrey I. Gordon, Incorporator
- 4 -
<PAGE> 1
EXHIBIT 11
UNITED INSURANCE COMPANIES, INC. AND SUBSIDIARIES
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(Dollars and number of shares in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1995 1994
---- ----
<S> <C> <C>
COMPUTATION OF EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARE:
Average shares outstanding . . . . . . . . . . . . . . . . . . . . . . 9,383 9,350
Add:
Common stock equivalent of stock
options and warrants . . . . . . . . . . . . . . . . . . . . . . 44 49
---------- ----------
9,427 9,399
========== ==========
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,143 $ 6,613
========== ==========
Primary net income per share . . . . . . . . . . . . . . . . . . . . . $ 1.29 $ 0.70
========== ==========
COMPUTATION OF EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARE
ASSUMING FULL DILUTION:
Average shares outstanding . . . . . . . . . . . . . . . . . . . . . . 9,383 9,350
Add:
Common stock equivalent of stock
options and warrants . . . . . . . . . . . . . . . . . . . . . . 49 50
---------- ----------
9,432 9,400
========== ==========
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,143 $ 6,613
========== ==========
Fully diluted net income per share . . . . . . . . . . . . . . . . . . $ 1.29 $ 0.70
========== ==========
</TABLE>
