<PAGE> 1
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
---------------------------------------------
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended December 31, 1993 Commission file no. 0-17180
THE CIVISTA CORPORATION
- -----------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-1574988
- ---------------------------------- -----------------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
100 CENTRAL PLAZA SOUTH, CANTON, OHIO 44702-1403
- ---------------------------------------- -----------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (216) 456-7757
---------------------
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 and (2) has been subject to such filing
requirements for the past 90 days. Yes X No___.
___
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Class Outstanding at February 1, 1994
- ------------------------------------ -----------------------------------
Common Stock, without par value 3,492,304 shares
<PAGE> 2
<TABLE>
THE CIVISTA CORPORATION
INDEX
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information
Item 1: Financial Statements
Consolidated Statements of Condition
December 31, 1993 and September 30, 1993 . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Operations
Three-Months Ended December 31, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows
Three-Months Ended December 31, 1993 and 1992 . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . 8
Part II. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 6: Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Computation of Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Review by Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
2
<PAGE> 3
<TABLE>
PART I - FINANCIAL INFORMATION
THE CIVISTA CORPORATION
CONSOLIDATED STATEMENTS OF CONDITION
<CAPTION>
Unaudited
--------------
December 31, September 30,
Assets 1993 1993
------ ---------------- -----------------
<S> <C> <C>
Cash including short-term cash investments of
$8,238,721 and $6,537,815, respectively $ 24,003,454 19,189,901
Investment securities with market values of
$145,592,000 and $154,378,000, respectively 143,119,959 151,134,497
Mortgage-backed securities with market values of
$88,024,000 and $83,813,000, respectively 87,769,937 82,685,272
Mortgage loans, net 478,582,299 478,136,520
Mortgage loans, available for sale, with market value
of $1,524,000 1,517,200 --
Other loans, net 23,599,063 23,821,520
---------------- ----------------
Total mortgage-backed securities and
loans receivable, net 591,468,499 584,643,312
---------------- ----------------
Accrued interest receivable, net 4,399,066 5,063,846
Real estate acquired in settlement of loans, net 1,370,209 1,449,456
Real estate investment property, net 13,446,292 13,543,632
Federal Home Loan Bank stock 5,618,100 5,618,200
Office properties and equipment, net 6,332,355 6,284,520
Real estate development assets, net 8,930,473 9,385,979
Other assets 2,062,257 2,701,953
---------------- ----------------
Total assets $ 800,750,664 799,015,296
================ ================
Liabilities and Shareholders' Equity
------------------------------------
Customer deposits $ 691,354,938 684,068,900
Notes payable to Federal Home Loan Bank 3,323,310 14,327,037
Mortgage loans payable 9,106,514 9,133,871
Advance payments by borrowers for taxes and insurance 4,650,526 2,991,037
Other liabilities 7,536,418 5,533,314
---------------- ----------------
Total liabilities 715,971,706 716,054,159
---------------- ----------------
Shareholders' equity:
Serial preferred stock, without par value;
authorized and unissued 5,000,000 shares -- --
Common shares, without par value, 5,000,000 shares
authorized; 3,500,552 and 3,493,352 shares issued,
respectively 11,810,930 11,751,380
Retained earnings, substantially restricted 73,034,324 71,276,053
Treasury shares, 8,248 shares, at cost ( 66,296) ( 66,296)
---------------- ----------------
Total shareholders' equity 84,778,958 82,961,137
Commitments (note 2)
---------------- ----------------
Total liabilities and shareholders' equity $ 800,750,664 799,015,296
================ ================
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE> 4
<TABLE>
THE CIVISTA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
Unaudited
-----------------------------------
Three-Months Ended December 31,
-----------------------------------
1993 1992
-------- --------
<S> <C> <C>
Interest on mortgage and other loans $ 10,543,178 11,433,621
Interest on mortgage-backed securities 1,269,830 1,705,712
Interest on investment securities 1,877,140 1,204,683
Other interest and dividend income 132,497 235,128
-------------- --------------
Total interest income 13,822,645 14,579,144
Interest on customer deposits 5,896,253 6,257,523
Interest on notes payable to Federal Home Loan Bank
and other borrowings 274,751 244,947
-------------- --------------
Total interest expense 6,171,004 6,502,470
-------------- --------------
Net interest income 7,651,641 8,076,674
-------------- --------------
Provision for loan losses 57,989 241,478
-------------- --------------
Net interest income after provision for loan losses 7,593,652 7,835,196
-------------- --------------
Other income:
Real estate operations 1,125,208 998,887
Real estate development sales 332,981 466,208
Data processing sales and service 1,091,186 1,457,091
Commissions on annuity and mutual fund sales 350,378 281,527
Investment security gains, net 15,625 625
Gains on sales of mortgage loans and
mortgage-backed securities, net -- 419
Customer service fees 289,030 301,235
Other income 124,475 289,447
-------------- --------------
Total other income 3,328,883 3,795,439
Other expenses:
Compensation and related expenses 3,024,597 3,027,900
Office occupancy 728,648 789,478
Deposit insurance premiums 386,578 360,578
Ohio financial institution tax 306,630 259,757
Real estate operations 762,364 819,819
Cost of real estate development sales 323,135 419,880
Other expense 947,005 1,492,194
-------------- --------------
Total other expenses 6,478,957 7,169,606
-------------- --------------
Earnings before federal income taxes 4,443,578 4,461,029
Federal income taxes 1,463,000 1,523,000
-------------- --------------
Net earnings $ 2,980,578 2,938,029
============== ==============
Net earnings per share $ .82 .82
========= ========
Cash dividends per share $ .35 .23 3/4
========= ========
See accompanying notes to consolidated financial statements
</TABLE>
4
<PAGE> 5
<TABLE>
THE CIVISTA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE-MONTHS ENDED DECEMBER 31,
<CAPTION>
Unaudited
------------------------------------------
Operating activities: 1993 1992
-------- --------
<S> <C> <C>
Net earnings $ 2,980,578 2,938,029
Adjustments to reconcile net earnings
to net cash provided by operating activities:
Decrease in accrued interest receivable 664,780 645,192
Provision for loan losses 57,989 241,478
Depreciation and amortization 411,971 337,314
Federal Home Loan Bank stock dividend ( 63,000) ( 64,100)
Increase in federal income taxes 1,411,652 867,744
Investment security gains, net ( 15,625) ( 625)
Increase (decrease) in deferred loan
origination fees, net ( 98,913) 89,823
Amortization of deferred loan origination fees ( 443,299) ( 306,347)
Gains on sales of real estate
acquired in settlement of loans, net ( 8,237) ( 13,754)
Investment securities available for sale:
Purchases ( 6,000,000) ( 500,000)
Proceeds from sales 6,015,625 500,625
Mortgage loans available for sale:
Proceeds from sales -- 83,719
Originations ( 1,517,200) ( 83,300)
Principal collected on mortgage-backed
securities available for sale -- 4,932,699
Proceeds from sales of other loans 426,976 443,977
Other 1,259,383 178,698
--------------- --------------
Net cash provided by operating activities 5,082,680 10,291,172
--------------- --------------
Investing activities:
Proceeds from maturities of investment securities 11,934,278 13,948,573
Purchases of investment securities ( 3,967,139) ( 18,734,892)
Principal collected on mortgage loans 31,472,229 23,062,663
Principal collected on mortgage-backed securities 4,262,041 1,633,700
Principal collected on other loans 3,979,160 3,946,936
Mortgage loan originations ( 31,288,897) ( 35,986,175)
Other loan originations ( 4,183,735) ( 3,854,326)
Purchase of mortgage loans -- ( 156,715)
Purchase of mortgage-backed securities ( 9,346,706) --
Purchase of office properties and equipment, net ( 247,873) ( 97,513)
Proceeds from sales of real estate acquired
in settlement of loans 87,484 297,927
Proceeds from sales of real estate investment property -- 339,529
Investment in real estate investment property ( 118,987) ( 208,012)
Redemption of Federal Home Loan Bank stock 63,100 60,500
Sales of real estate development assets 332,981 466,208
Decrease (increase) in real estate development assets 1,251 ( 9,030)
--------------- --------------
Net cash provided (used)
by investing activities 2,979,187 ( 15,290,627)
--------------- --------------
(Continued)
</TABLE>
5
<PAGE> 6
<TABLE>
THE CIVISTA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE-MONTHS ENDED DECEMBER 31,
<CAPTION>
Unaudited
----------------------------------------
1993 1992
-------- --------
<S> <C> <C>
Financing activities:
Net increase in customer transaction and
savings accounts 12,195,804 20,960,276
Proceeds from sales of certificates of deposit 4,713,395 4,345,560
Payments for maturing certificates of deposit ( 9,623,161) ( 14,728,747)
Principal payments on mortgage loans payable ( 27,357) ( 24,698)
Cash dividends ( 1,222,307) ( 825,907)
Stock options exercised 59,550 101,400
Borrowings from the Federal Home Loan Bank 13,600,000 --
Repayments to the Federal Home Loan Bank ( 24,603,727) ( 3,727)
Net increase in advance payments by
borrowers for taxes and insurance 1,659,489 1,572,278
--------------- --------------
Net cash provided (used) by
financing activities ( 3,248,314) 11,396,435
--------------- --------------
Net increase in cash
and cash equivalents 4,813,553 6,396,980
Cash and cash equivalents at beginning of period 19,189,901 36,682,364
--------------- --------------
Cash and cash equivalents at end of period $ 24,003,454 43,079,344
=============== ==============
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest on customer deposits and borrowings $ 6,292,414 6,598,064
=============== ==============
Federal income taxes $ 100,605 655,256
=============== ==============
Supplemental schedule of non-cash
investing and financing activities
Real estate acquired in settlement of loans $ -- 155,032
=============== ==============
See accompanying notes to consolidated financial statements.
</TABLE>
6
<PAGE> 7
THE CIVISTA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993
(1) The CIVISTA Corporation is a unitary savings and loan holding company
whose principal asset is the common stock of its wholly owned subsidiary,
Citizens Savings Bank of Canton. In addition, CIVISTA owns all of the
common stock of The CASNET Group, Inc., Crest Investments, Inc. and
Citizens Investment Corporation; two apartment complexes and short-term
investments. As discussed in the Annual Report to Shareholders, Citizens
Savings Bank of Canton paid a non-cash dividend to CIVISTA of 100% of the
stock of its wholly owned subsidiary, Citizens Savings Corporation on
January 1, 1994.
(2) Outstanding commitments to fund mortgage loans aggregated $12,619,000 and
$11,308,000 at December 31, 1993 and September 30, 1993, respectively.
At December 31, 1993, CIVISTA had commitments to purchase $4,460,000 of
mortgage-backed securities. CIVISTA also had commitments to fund
consumer home equity and credit card lines of credit of $31,730,000 and
$30,820,000 at December 31, 1993 and September 30, 1993, respectively.
CIVISTA expects a significant portion of these lines of credit to remain
undrawn. At December 31, 1993, CIVISTA had commitments to sell mortgage
loans totalling $1,517,200.
(3) Management believes that the interim consolidated financial statements
reflect all adjustments, consisting only of normal recurring accruals,
necessary for a fair presentation of the December 31, 1993 statement of
condition and the results of operations for the three-months ended
December 31, 1993 and 1992.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
At December 31, 1993, mortgage loans totaled $478.6 million which was only
slightly greater than the amount outstanding at September 30, 1993. During the
first quarter of fiscal 1994, principal collections and loan payoffs continued
at record levels. Principal collections and loan payoffs on mortgage loans
held for investment increased $8.4 million compared to the first quarter of
fiscal 1993. The refinancing activity has continued to affect the adjustable
rate loan portion of the portfolio. Since September 30, 1993, adjustable rate
loans have declined approximately $6 million to $114 million. At December 31,
1993, fixed rate loans amounted to 77% of total mortgage loans.
At December 31, 1993, 37% of the mortgage loan portfolio consisted of loans
with original terms of fifteen years or less. The shorter maturities of these
loans are advantageous to CIVISTA since they materially reduce the average life
of the mortgage loan portfolio. These shorter maturity loans better match
CIVISTA's customer deposit liabilities and provide a higher level of
amortization than thirty-year loans.
Mortgage-backed securities grew $5.1 million during the quarter as a result of
the purchase of $9.3 million of mortgage-backed securities with ten-year
maturities. During the first quarter of fiscal 1994, principal collections and
loan payoffs on mortgage-backed securities held for investment increased $2.6
million compared to the first quarter of fiscal 1993.
Customer deposits increased $7.3 million during the three-month period as a
result of interest credits of $6.0 million and net cash inflows of $1.3
million. Due to the current lower interest rates, funds from certificates of
deposit continue to be transferred, at maturity, to passbooks or transaction
accounts. After consideration of interest credited on customer deposits,
passbook savings and transaction accounts have increased $12.7 million since
September 30, 1993. During the same period, certificates of deposit have
decreased $4.9 million. At December 31, 1993, passbook savings and transaction
accounts aggregated $447.7 million or 65% of total customer deposits and
certificates of deposit aggregated $243.7 million or 35% of total customer
deposits.
At December 31, 1993, cash, short-term cash investments and investment
securities totaled $167,123,413 or 20.9% of total assets. At September 30,
1993, these liquid assets represented 21.3% of total assets. CIVISTA has been
maintaining a higher than normal portfolio of liquid assets as a hedge against
higher interest rates. If interest rates begin to rise, the yields on liquid
assets will adjust quickly and help offset increased interest on customer
deposits. In spite of this practice, liquidity was higher than planned due to
cash flows in excess of loan demand.
The other loan balance has decreased mainly due to the sale of approximately
$427,000 of college loans.
Real estate development assets consist primarily of two on-going developments.
These projects are a tract of 54 residential lots known as Enclave Mountain
Estates in La Quinta, California and a development of 37 residential homes in
Indio, California. As of December 31, 1993, sales have been closed on sixteen
of the lots and sales contracts have been signed on all of the residential
homes of which thirty-four have closed.
During the quarter, CIVISTA used $13.6 million of short-term advances from the
Federal Home Loan Bank for short-term cash management purposes. At December
31, 1993, $3 million of these advances remained outstanding.
Advance payments by borrowers increased due to seasonal real estate tax
payments.
8
<PAGE> 9
Other liabilities increased principally as the result of the accrual of $1.5
million of federal income tax during the quarter.
CIVISTA has a very strong capital position. At December 31, 1993,
shareholders' equity was $84,778,958 which represented 10.6% of assets and
11.8% of liabilities. Citizens Savings Bank had shareholder's equity totalling
8.1% of its assets and 8.9% of its liabilities at December 31, 1993. Citizens
Savings Bank's compliance with the capital requirements in effect at December
31, 1993 is as follows (000's omitted):
<TABLE>
<CAPTION>
Tier 1 Tier 1 Total
Tangible Leverage Leverage Risk-Based Risk-Based
Capital Capital Capital Capital Capital
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Capital determined under generally
accepted accounting principles $ 62,865 62,865 62,865 62,865 62,865
Adjustments:
Investments in and advances
to certain subsidiaries
required to be deducted ( 1,039) ( 1,039) ( 1,039) ( 1,039) ( 1,039)
Assets required to be deducted -- -- -- -- ( 202)
General valuation reserves -- -- -- -- 2,798
---------- ---------- ---------- --------- ---------
Regulatory capital 61,826 61,826 61,826 61,826 64,422
Minimum capital requirement 11,556 23,113 38,521 20,698 27,597
---------- ---------- ---------- --------- ---------
Excess regulatory capital $ 50,270 38,713 23,305 41,128 36,825
========== ========== ========== ========= =========
Adjusted or risk-weighted
assets applicable to
calculation $ 770,418 770,418 770,418 344,966 344,966
========== ========== ========== ========= =========
Capital ratio 8.02% 8.02% 8.02% 17.92% 18.67%
========== ========== ========== ========= =========
Required minimum
regulatory capital 1.50% 3.00% 8.00%
========== ========== =========
Ratio required to meet the
well capitalized definition 5.00% 6.00% 10.00%
========== ========= =========
</TABLE>
If the fully phased-in capital requirements which Citizens Savings Bank is
required to meet on July 1, 1996 had been in effect at December 31, 1993,
Citizens Savings Bank would have been in compliance.
RESULTS OF OPERATIONS
The following is a discussion of the significant factors which produced the
differences in operating results for the period of this report as compared with
the same period one year ago.
9
<PAGE> 10
THREE-MONTHS ENDED DECEMBER 31, 1993
Interest on loans decreased approximately $890,000 from the same period one
year ago. This decrease is directly related to the decrease in mortgage loan
yield from 8.7% for the quarter ended December 31, 1992 to 7.9% for the quarter
ended December 31, 1993. Average balances on mortgage loans decreased
approximately $442,000 from the same quarter last year.
Interest on mortgage-backed securities decreased from the same period one year
ago. Average balances on mortgage-backed securities decreased approximately
$5.2 million from the same quarter last year. In addition, there was a
decrease in yield from 7.8% for the quarter ended December 31, 1992 to 6.2% for
the quarter ended December 31, 1993.
Interest on investment securities increased as a result of significantly higher
average investments. The average outstanding balance on investment securities
increased from $88.4 million for the quarter ended December 31, 1992 to $142.9
million for the quarter ended December 31, 1993, while yields decreased for
the same periods from 5.5% to 5.3%. Other interest and dividend income
decreased as a result of lower average investments and lower yields on the
short-term cash investments. The average investments in Federal Home Loan Bank
overnight deposits and other short-term investments decreased by approximately
$13.9 million.
Interest expense on customer accounts decreased approximately $361,000. The
first quarter of fiscal 1994 reflects the decline in interest rates and the
continued shift of maturing certificates of deposit into passbooks or
transaction accounts. For the quarter ended December 31, 1993, interest
expense on customer accounts averaged 3.4%. This is a decrease from the 3.8%
average interest rate paid on customer accounts for the quarter ended December
31, 1992. The impact of the decrease in average interest rates from 3.8% to
3.4% was partially offset by the increase in average total customer balances
from $665.0 million to $687.1 million for the three-month periods ended
December 31, 1992 and 1993.
During the quarter ended December 31, 1993, CIVISTA closed sales on three of
the Park Madison homes. This compared with two Park Madison closings during
the quarter ended December 31, 1992. CIVISTA also closed sales on one of the
Enclave Mountain Estate lots during the quarter ended December 31, 1992.
Data processing sales and service income decreased approximately $366,000.
This decrease resulted from a $428,000 decline in revenue from traditional
savings and loan customers. This decrease was offset by a net increase of
approximately $90,000 in microfiche sales and the sales and installation of
interactive voice response systems.
Other expense declined as a result of reduced expenses on foreclosed real
estate, real estate development assets and a variety of individually
insignificant reductions in other expense accounts.
10
<PAGE> 11
PART II - OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Computation of Earnings Per Share
15.1 Review by Independent Auditors
(b) Reports on Form 8-K
Not applicable.
SIGNATURE
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.
THE CIVISTA CORPORATION
Date February 11, 1994 /s/Jack R. Gravo
----------------------------- --------------------------------
Jack R. Gravo, President
(Chief Financial and Accounting
Officer)
/s/David A. Sarver
--------------------------------
David A. Sarver, Treasurer
11
<PAGE> 12
<TABLE>
EXHIBIT INDEX
<CAPTION>
PAPER (P)
EXHIBIT OR ELECTRONIC (E)
------- -----------------
<S> <C> <C>
11.1 Computation of Earnings Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . E
15.1 Review by Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E
</TABLE>
12
<PAGE> 1
<TABLE>
Exhibit 11.1
The CIVISTA Corporation
Computation of Earnings Per Share
<CAPTION>
For the Three-Months
December 31,
--------------------------------------
1993 1992
------------ ------------
<S> <C> <C>
Computation of primary earnings per share:
Weighted average number of common shares outstanding 3,489,591 3,472,774
Add common stock equivalents for shares issuable under
stock option plan (1) 152,758 103,592
------------- ---------------
Weighted average number of shares outstanding
adjusted for common stock equivalents 3,642,349 3,576,366
============= ===============
Net earnings $ 2,980,578 2,938,029
============= ===============
Primary earnings per share $ .82 .82
============= ===============
<FN>
(1) Additional shares issuable were derived under the treasury stock
method using average market price during the period.
</TABLE>
13
<PAGE> 1
KPMG Peat Marwick Exhibit 15.1
Certified Public Accountants
1 Cascade Plaza, Suite 1110
Akron, Ohio 44308
INDEPENDENT AUDITORS' REPORT
The Board of Directors
The CIVISTA Corporation:
We have reviewed the consolidated statement of condition of The CIVISTA
Corporation and subsidiaries as of December 31, 1993, and the related
consolidated statements of operations and cash flows for the three-month
periods ended December 31, 1993 and 1992. The financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated statement of condition of The CIVISTA Corporation
and subsidiaries as of September 30, 1993, and the related consolidated
statements of operations, shareholders' equity, and cash flows for the year
then ended (not presented herein); and in our report dated November 24, 1993,
we expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying consolidated
statement of condition as of September 30, 1993 is fairly presented, in all
material respects, in relation to the consolidated statement of condition from
which it has been derived.
KPMG Peat Marwick
Akron, Ohio
February 4, 1994
14
