<TABLE>
THE SOMERSET GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ende
March 31
<S> <C> <C>
1995 1994
Income:
Net sales $6,359,000 $4,382,000
Cost of sales 5,022,000 3,803,000
Gross profit 1,337,000 579,000
Equity in earnings of First Indiana Corporation 964,000 527,000
Other 55,000 25,000
--------- ---------
Total income 2,356,000 1,131,000
Expenses:
Selling expenses 126,000 124,000
General and administrative expenses 482,000 386,000
Interest expense 118,000 95,000
--------- ---------
Total expenses 726,000 605,000
Income before income taxes and minority interest 1,630,000 526,000
Income tax expense 645,000 208,000
--------- ---------
985,000 318,000
Minority interest in loss of subsidiary 26,000
--------- ---------
Net income $985,000 $344,000
Income per share $.59 $.21
Average shares outstanding 1,669,466 1,639,125
</TABLE>
See accompanying Notes to Consolidated Financial Statements
-2-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 3649
<SECURITIES> 0
<RECEIVABLES> 4398
<ALLOWANCES> 7
<INVENTORY> 302
<CURRENT-ASSETS> 10657
<PP&E> 10297
<DEPRECIATION> 6276
<TOTAL-ASSETS> 40721
<CURRENT-LIABILITIES> 3401
<BONDS> 0
<COMMON> 1829
0
0
<OTHER-SE> 25503
<TOTAL-LIABILITY-AND-EQUITY> 40721
<SALES> 6359
<TOTAL-REVENUES> 6359
<CGS> 5022
<TOTAL-COSTS> 5630
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 118
<INCOME-PRETAX> 1630
<INCOME-TAX> 645
<INCOME-CONTINUING> 985
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 985
<EPS-PRIMARY> .59
<EPS-DILUTED> .59
</TABLE>
<TABLE>
THE SOMERSET GROUP, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
ASSETS
March 31 December 31 March 31
1995 1994 1994
<S> <C> <C>
Current assets
Cash and cash equivalents $3,649,000 $2,006,000 $913,000
Trade accounts, notes and other receivables
less allowance for doubtful accounts 4,391,000 6,070,000 3,089,000
Contracts in progress, unbilled 2,235,000 1,769,000 2,338,000
Inventories 302,000 390,000 398,000
Prepaid expenses 80,000 109,000 142,000
Deferred income taxes 23,000
--------- --------- ---------
Total current assets 10,657,000 10,344,000 6,903,000
Investments
First Indiana Corporation (market values
of $25,670,000, $23,782,000, and $22,616,000) 25,018,000 24,265,000 22,353,000
Property, plant and equipment, at cost
Land 397,000 393,000 685,000
Buildings 2,738,000 2,738,000 3,227,000
Production and delivery equipment 6,586,000 6,593,000 6,698,000
Office furniture and equipment 558,000 556,000 518,000
Construction in progress 18,000 314,000
--------- --------- ---------
10,297,000 10,280,000 11,442,000
Less accumulated depreciation 6,276,000 6,126,000 5,756,000
--------- --------- ---------
4,021,000 4,154,000 5,686,000
Other assets 1,025,000 1,041,000 1,208,000
Total Assets $40,721,000 $39,804,000 $36,150,000
========= ========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
-3-
<TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
March 31 December 31 March 31
1995 1994 1994
Current liabilities
<S> <C> <C> <C>
Trade accounts payable $784,000 $808,000 $1,039,000
Accrued compensation 561,000 837,000 301,000
Taxes, other than income taxes 246,000 194,000 226,000
Billings in excess of costs and recogniz 379,000 451,000 289,000
Deferred income taxes 25,000 22,000 ---
Income taxes 956,000 437,000 ---
Other accrued expenses 450,000 743,000 331,000
--------- --------- ---------
Total current liabilities 3,401,000 3,492,000 2,186,000
Long-term debt
Notes payable - banks 5,500,000 5,500,000 5,500,000
Deferred income taxes 4,488,000 4,383,000 3,325,000
Minority interest in subsidiary 813,000
Shareholders' equity
Common stock without par value, authorized
4,000,000 shares, issued 1,829,408 sha 1,829,000 1,829,000 1,829,000
Capital in excess of stated value 4,980,000 4,979,000 4,878,000
Retained earnings 21,844,000 20,999,000 19,097,000
--------- --------- ---------
28,653,000 27,807,000 25,804,000
Less 180,185, 190,602, and 210,704 treasury
shares, respectively, at cost 1,321,000 1,378,000 1,478,000
--------- --------- ---------
Total shareholders' equity 27,332,000 26,429,000 24,326,000
Total Liabilities and Shareholders' Equity $40,721,000 $39,804,000 $36,150,000
</TABLE>
See accompanying Notes to Consolidated Financial Statements -4-
THE SOMERSET GROUP, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE PERIOD JANUARY 1, 1994 TO MARCH 31, 1995
<TABLE>
Capital in
Common Excess of Retained Treasury
Stock Stated Value Earnings Shares Total
<S> <C> <C> <C> <C>
Balance January 1, 1994 $1,829,000 $4,887,000 $18,751,000 ($1,563,000)$23,904,000
Net income quarter ended
March 31, 1994 --- --- 344,000 --- 344,000
Shares of common stock issued in
connection with 401(k) plan and
exercise of stock option grants --- (9,000) 2,000 85,000 78,000
--------- --------- --------- --------- ---------
Balance March 31, 1994 1,829,000 4,878,000 19,097,000 (1,478,000) 24,326,000
Net income April 1, 1994 to
December 31, 1994 --- --- 2,273,000 --- 2,273,000
Shares of common stock issued in
connection with restricted stock
grants, 401(k) plan, and
exercise of stock option grants --- 101,000 (178,000) 226,000 149,000
Purchase of treasury shares --- --- --- (126,000) (126,000)
Cash dividends paid --- --- (164,000) --- (164,000)
Equity in other capital changes of
First Indiana Corporation, net of
deferred income taxes --- --- (29,000) --- (29,000)
--------- --------- --------- --------- ---------
Balance December 31, 1994 1,829,000 4,979,000 20,999,000 (1,378,000) 26,429,000
Net income quarter ended
March 31, 1995 --- --- 985,000 --- 985,000
Shares of common stock issued in
connection with 401(k) plan and
exercise of stock option grants --- 1,000 24,000 96,000 121,000
Purchase of treasury shares --- --- --- (39,000) (39,000)
Cash dividends paid --- --- (164,000) --- (164,000)
--------- --------- --------- --------- ---------
Balance March 31, 1995 $1,829,000 $4,980,000 $21,844,000 ($1,321,000)$27,332,000
</TABLE>
See accompanying Notes to Consolidated Financial Statements. -5-
<TABLE>
THE SOMERSET GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ende Year Ended
March 31 December 31
1995 1994 1994
Cash flows from operating activities:
Net income $985,000 $344,000 $2,617,000
<S> <C> <C> <C>
Add (deduct) items not affecting cash
Depreciation and amortization 150,000 173,000 685,000
Deferred income taxes 108,000 162,000 1,265,000
Equity in earnings of First Indiana Corporatio (964,000) (527,000) (2,616,000)
Dividends received from First Indiana Corp. 211,000 192,000 782,000
Gain on sale of subsidiary (124,000)
Other, net (30,000) (26,000) (22,000)
Changes in operating assets and liabilities:
Trade accounts, notes, and other receivables 1,679,000 (359,000) (3,955,000)
Contracts in progress, unbilled and inventor (378,000) (1,244,000) (953,000)
Prepaid expenses 29,000 (47,000) (18,000)
Accounts payable and accrued expenses (613,000) 272,000 2,184,000
Accrued and refundable income taxes 519,000 --- --
--------- --------- ---------
Cash provided (used) by operations 1,696,000 (1,060,000) (155,000)
Cash flows from investing activities:
Increase in investment in First Indiana Corporat (145,000) (595,000)
Purchase of property, plant and equipment (17,000) (579,000) (1,250,000)
Proceeds from sale of assets 3,000 380,000
Proceeds from sale of subsidiary 1,057,000
Decrease (increase) in other assets 16,000 (164,000) (352,000)
--------- --------- ---------
Net cash provided (used) by investing activities (1,000) (885,000) (760,000)
Cash flows from financing activities:
Purchase of treasury shares (39,000) (126,000)
Issuance of treasury shares 121,000 74,000 227,000
Proceeds from minority investment in
subsidiary prior to sale 325,000 525,000
Dividends paid (164,000) --- (164,000)
--------- --------- ---------
Net cash provided (used) by financing activities (82,000) 399,000 462,000
Increase (decrease) in cash and cash equivalents 1,643,000 (1,546,000) (453,000)
Cash and cash equivalents at beginning of year 2,006,000 2,459,000 2,459,000
--------- --------- ---------
Cash and cash equivalents at end of year $3,649,000 $913,000 $2,006,000
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
-6-
THE SOMERSET GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1995
1. Principles of Consolidation: The consolidated financial
statements include the accounts of The Somerset Group, Inc.
("the Company") and its 100% owned subsidiaries for all
periods and a 51% owned subsidiary for the period August 1,
1993 to October 31, 1994. Significant intercompany
transactions and accounts have been eliminated.
2. Investment in First Indiana Corporation: The Company's
investment in First Indiana Corporation is stated at cost,
adjusted for the Company's share of undistributed earnings,
and includes adjustments under the purchase method of
accounting. Capital changes of First Indiana Corporation are
reflected as a separate component of retained earnings. The
Company's percentage of ownership of First Indiana Corporation
was 20.8% at March 31, 1995, 21.0% at December 31, 1994, and
20.6% at March 31, 1994. The Company's equity in earnings of
First Indiana Corporation shown in the Consolidated Statements
of Income is before income taxes. Federal and state income
taxes applicable to the equity earnings are contained as a
component of total federal and state income tax expense.
3. Construction Contracts: The Company uses the percentage-of-
completion method for reporting profits from construction
contracts for financial statements purposes. The units-of-
production method is utilized in the computation.
4. Seasonality: The sales and income figures reported for the
three month period are not representative of the results for
the entire year. The construction related portion of the
registrant's business is of a cyclical nature.
5. Inventories: Inventories consisted of raw materials and
operating supplies.
6. Minority Interest: The minority interest in a subsidiary
included in the March 31, 1994 financial statements,
represents a 49% interest in a subsidiary that manufactured
products for highway bridge construction. The subsidiary was
sold October 31, 1994.
7. Federal and State Income Taxes: The Company adopted Statement
of Financial Accounting Standards No. 109, Accounting for
Income Taxes in 1992. The adoption did not have a material
effect on the consolidated financial statements. Under the
asset and liability method of SFAS 109, deferred tax assets
and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying value of existing assets and liabilities and their
respective tax basis. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date. The principal
temporary difference between the financial statement carrying
amounts and the tax basis of existing assets and liabilities
which results in deferred taxes is the investment in First
Indiana Corporation, accounted for under the equity method of
accounting, and property, plant and equipment.
-7-
8. Average Shares Outstanding: Income per share is based on the
average number of common shares and common share equivalents
(stock options) outstanding during the periods shown. There
were 28,409, 32,254, and 20,421 equivalent shares included in
the average shares outstanding for the periods ended March 31,
1995, December 31, 1994, and March 31, 1994. The Company had
77,900 shares, 90,000 shares, and 83,950 shares of its stock
reserved for future stock option grants as of March 31, 1995,
December 31, 1994, and March 31, 1994.
9. Treasury Shares: Treasury shares issued to fund employee
benefit plans are valued at average cost of all treasury
shares at the date of issuance.
10. Subsequent Events: On April 29, 1995, the company completed
the sale and disposition of the assets and business of the
Grove City, Ohio and Westfield, Indiana precast/ prestressed
concrete facilities. On May 9, 1995, the Company entered into
an agreement for the sale of its remaining precast/prestressed
concrete business.
These facilities and businesses represent all of the Company's
construction operations, and therefore have not been shown as
"discontinued operations" in the accompanying financial
statements.
Following are pro forma consolidated financial statements as
of and for the quarter ended March 31, 1995. The Pro Forma
Consoldiated Statement of Income has been prepared assuming
the disposition of all of the precast/prestressed concrete
operations had occurred on January 1, 1995. The Pro Forma
Condensed Balance Sheets as of March 31, 1995, reflects the
adjustments necessary to record the disposition of the
Company's precast/prestressed concrete facilities and
business.
(See Pages 9, 10 and 11)
-8-
<TABLE>
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
Three Months Ended March 31, 1995
Pro Forma Adjustments Pro Forma
Adjusted
Income: Historical Note Debit Note Credit Balance
<S> <C> <C> <C> <C> <C>
Net sales $6,359,000 (a) $6,359,000
Cost of sales 5,022,000 (a) $5,022,000
--------- --------- ---------
Gross Profit 1,337,000 6,359,000 5,022,000
Equity in earnings of First Indiana Co 964,000 $964,000
Other 55,000 (c) 55,000
--------- --------- --------- ---------
Total Income 2,356,000 6,359,000 5,022,000 1,019,000
Expenses:
Selling expenses 126,000 (a) 126,000
General and administrative expenses 482,000 (a) 307,000 175,000
Interest expenses 118,000 (b) 118,000
--------- --------- --------- ---------
Total expenses 726,000 551,000 175,000
Income before income taxes 1,630,000 6,359,000 5,573,000 844,000
Income tax expense 645,000 (d) 312,000 333,000
--------- --------- --------- ---------
Net income $985,000 $6,359,000 $5,885,000 $511,000
Income per average share outstanding $.59 $.31
Average shares outstanding 1,669,466 1,669,466
</TABLE>
-9-
<TABLE>
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
March 31, 1995
Pro Forma Adjustments Pro Forma
Adjusted
ASSETS Historical Note Debit Note Credit Balance
Current Assets:
<S> <C> <C> <C> <C> <C> <C>
(a) $5,175,000 (b) 511,000
Cash and cash equivalents $3,649,000 (c) 4,838,000 (d) 708,000 $6,943,000
(e) 5,500,000
Accounts and notes receivable and
contracts in progress, unbilled 6,626,000 (c) 6,366,000 260,000
All other current assets 382,000 (c) 342,000 40,000
--------- --------- --------- ---------
Total current assets 10,657,000 10,013,000 13,427,000 7,243,000
Investment in First Indiana Corporation 25,018,000 25,018,000
Property, plant and equipment (net) 4,021,000 (a) 3,960,000 61,000
Other assets 1,025,000 (a) 300,000 1,325,000
Total Assets $40,721,000 $10,313,000 $17,387,000 $33,647,000
========== ========== ========== ==========
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
(a) $175,000
Trade accounts payable and accrued exp $1,795,000 (c) 1,420,000 $200,000
Income taxes 981,000 981,000
All other current liabilities 625,000 (c) 450,000 175,000
--------- --------- --------- ---------
Total current liabilities 3,401,000 2,045,000 1,356,000
Long-term debt due banks 5,500,000 (e) 5,500,000
Deferred income taxes 4,488,000 (d) 243,000 4,245,000
Shareholders' equity 27,332,000 (f) 714,000 28,046,000
Total Liabilities & Shareholders' Equit$40,721,000 $7,788,000 $714,000 $33,647,000
========== ========== ========== ==========
Book Value per Share $16.57 $17.00
</TABLE>
-10-
Pro Forma Adjustments:
Pro Forma Consolidated Statement of Income
a) Net sales, cost of sales, selling, and general and
administrative expenses which relate to the product lines
and assets sold that are the subject of the sale
agreements.
b) Reduction of interest expense for the early retirement of
outstanding long-term debt.
c) The estimated cash proceeds resulting from the sales of
$8.8 million exceeds the $5.5 million needed for
retirement of long-term debt. The Pro Forma Statement of
Income does not include interest income that could have
been earned during the quarter.
d) The income tax expense included in the Pro Forma
Statement of Income is based upon the pro forma income of
the Company.
Pro Forma Consolidated Condensed Balance Sheet
a) Estimated net proceeds from the disposition of assets and
the cash payment for expenses as a result of the two sale
transactions.
b) The cash payment of estimated expenses to fulfill the
requirements of the terms of the sale transactions.
c) Estimated net cash proceeds from the liquidation of
working capital of the business.
d) Payment of estimated income taxes due on the gain on sale
of the assets.
e) Repayment of outstanding long-term debt.
f) The estimated gain on disposition of the assets of
$714,000, net of taxes of $465,000, is included in
Shareholders' Equity.
-11-
PART I
Item 1 - Financial Statements
The information required by Rule 10.01 of Regulation S-X is
presented on the previous pages.
Item 2 - Management's Discussion and Analysis of Financial
Condition and
Results of Operations
Results of Operations.
During the first quarter of 1995, the Company experienced a surge
in sales and increased net income compared to those reported for
the first three months of 1994. The construction operations
(precast/prestressed concrete products and services) accounted for
the increase in sales and operating gross profit and an increase of
equity income from First Indiana Corporation also contributed to
the improvement in net income.
Net income amounted to $985,000, or $.59 per share, compared to net
income of $344,000, or $.21 per share for the first quarter of
1994. On a per share basis, this represents an increase of 181%.
Sales of construction products and services increased to $6.4
million, 45% above the $4.4 million of sales recorded during the
first quarter of 1994. The increase in sales was primarily a
result of an increase in the volume of products manufactured and
the volume of field construction services performed, and a slight
increase in unit selling prices.
The relatively mild weather conditions during the quarter, compared
to very harsh winter weather conditions during the first two months
of 1994, allowed unprotected manufacturing operations and job site
construction services to continue with only slight interruptions.
The severe winter temperatures and snow during January and February
1994 caused these operations to be completely halted for extended
periods of time.
Gross profit as a percentage of sales rose to 21%, compared to 13%
during the quarter last year. The increase in this percentage was
primarily a result of increased efficiency in both the
manufacturing and service segments created by the volume increases
that in turn lowered unit costs. A greater percentage of sales of
higher margin product lines also had a slight effect on total gross
profit.
Equity earnings from First Indiana Corporation increased 437,000,
or 83%, to $964,000 compared to $527,000 reported in the same
quarter last year. Included in First Indiana's first quarter
earnings was a non-recurring gain from the sale of the deposits of
a banking center that accounts for $311,000 of the increase.
Without the non-recurring item, earnings were 30% above last year.
-12-
Net interest income of First Indiana rose 14% on a quarter to
quarter comparison, and net interest margin was 3.99% compared to
3.87% for the first quarter of 1994. Total loans outstanding grew
28% to $1.2 billion at March 31, 1995, compared to $934 million
last year. Much of the growth stemmed from two areas, home equity
and residential construction loans.
First Indiana Corporation files a separate Form 10Q with the
Securities and Exchange Commission. For additional information,
please refer to commission file number 0-14354.
The Company's overhead expenses increased 20%, or $121,000 for the
quarter, and amounted to $726,000 compared to $605,000. The
increase in expenses was directly related to the 45% increase in
sales and the 181% increase in net income. As a percentage of
sales, these expenses amounted to 11.4% during the 1995 quarter,
down 2.4% when compared to the 13.8% during 1994. The increase in
general and administrative expenses accounted for $96,000 of the
increase, and resulted from expense items that are variable with
the level of sales and income.
At the Annual Shareholders' Meeting on April 27, 1995, the
shareholders approved the sale of the Company's construction
operations. The sale of these operations will represent the
Company's exit from the construction industry and was initiated as
part of a strategic plan to further expand the Company's
involvement in financial services. The Board of Directors and
management saw little opportunity for expansion of the construction
business, and the highly cyclical nature of the construction
industry made if difficult to maintain and increase profitability
on a consistent basis.
By disposing of the construction operations, the Company will
enhance its ability to engage in a full range of financial
services, that had been limited by federal regulations resulting
from Somerset's status as a registered federal savings and loan
holding company, and in addition, will provide cash for expansion
in the financial services industry.
Capital Resources and Liquidity. The Company's liquidity and
capital resources remained in a relatively strong position at March
31, 1995.
The ratio of current assets to current liabilities stood at 3.1 to
1.0 at March 31, 1995, compared to 3.0 to 1.0 at December 31, 1994,
and 3.2 1.0 at March 31, 1994. Net working capital increased to
$7.3 million, compared to $6.9 million at December 31, 1994, and
$4.7 million at March 31, 1994. The increase in net working
capital was a result of the increase in cash provided by operations
and the increase in net income during the 1995 first quarter.
Operations provided cash of $1,696,000 during the three months
ended March 31, 1995, compared to cash used of $1,060,000 during
the same period last year. The increase in cash provided was
primarily a result of the increase in net income and the decrease
in trade accounts, notes, and other receivables, offset by a
$378,000 increase in contracts in progress, unbilled and
inventories.
-13-
Wide fluctuations in cash flow when measured on a quarterly basis
is not unusual in the construction industry. It is seasonal, based
on winter weather conditions, and it is subject to the timing of
progress payments contained in the terms of individual construction
contracts.
At the end of 1994, large amounts of cash were used to support a
very high level of trade accounts, notes and other allowances
($6,070,000). This situation existed because winter weather
conditions late in 1994 were relatively mild and allowed the
Company to continue working on several projects through the month
of December, that was not the case in 1993, when the total of such
receivables was only $2,730,000.
During the first quarter of 1995, many of those receivables
accumulated before the end of 1994 were paid, whereas the
collections during the first quarter of 1994 were lower because
sales during the last quarter of 1993 were very low.
The Company paid $164,000 in cash dividends ($.10 per share) to
shareholders during the first quarter of 1995, with no such payment
in 1994, and we expect to pay cash dividends on a semi-annual basis
in the future. Investing activities during 1995 were almost non-
existent during 1995 because of the pending restructuring and sale
of operations discussed above.
There was no change in long-term debt during any of the periods.
The debt-to-equity ratio continued to improve as shareholders'
equity increased as a result of the net income of the Company. The
ratio was .20/1.00 at March 31, 1995, compared to .21/1.00 at
December 31, 1994, and .23/1.00 at March 31, 1994.
Shareholders' equity at March 31, 1995 amounted to $27.3 million,
or $16.57 per share, compared to $16.13 at December 31, 1994, and
$15.03 at March 31, 1994.
As shown in the pro forma financial statements contained in this
report, the Company estimates it will have approximately $7 million
in cash, after retirement of all long-term debt, to use for
expansion of the financial services offered by the Company.
-14-
PART II
OTHER INFORMATION
Items 1 through 3
The information required by these items has been omitted as it is
not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders.
The sale of the precast/prestressed concrete operations was voted
upon at the Shareholders' Meeting of April 27, 1995. Information
on this matter is incorporated herein by reference to the
Definitive Proxy Statement filed on April 11, 1995. The sale
transaction was approved by the shareholders.
Items 5 and 6
The information required by these items has been omitted as it is
not applicable.
Reports Filed on Form 8-K
The Company filed a Form 8-K report on March 3, 1995 in connection
with the divestiture of its precast/prestressed construction
operations.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE SOMERSET GROUP, INC.
(Registrant)
s/ Marni McKinney Jakubovie
Marni McKinney Jakubovie,
President and COO
s/ Joseph M. Richter
Joseph M. Richter,
Executive Vice President,
CFO and Treasurer
DATE: May 12, 1995
-15-
