SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X Quarterly report under Section 13 of 15(d) of the
Securities Exchange Act of 1934 for the quarterly
period ended September 30, 1995
Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition
period from_____ to ______
Commission File No. 0-18827
FAYETTE COUNTY BANCSHARES, INC.
(Exact name of small business issuer as specified in its charter)
Georgia 58-1835725
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
300 Peachtree Parkway South, Peachtree City, Georgia 30269
(Address of principal executive offices)
Issuer's telephone number, including area code: (404) 631-2265
Not Applicable
( Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (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
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Class At November 10, 1995
Common Stock, $1.00 Par Value 612,440 Shares
Transitional Small Business Disclosure Format:
Yes______ No X
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The following financial statements are provided for Fayette County
Bancshares, Inc. and subsidiary:
A. Consolidated Balance Sheets as of September 30, 1995 and
December 31, 1994.
B. Consolidated Statements of Operations for the three and
nine month periods ended September 30, 1995 and 1994.
C. Consolidated Statements of Cash Flows for the nine month
periods ended September 30, 1995 and 1994.
D. Notes to Consolidated Financial Statements.
FAYETTE COUNTY BANCSHARES, INC. AND SUBSIDIARY
Consolidated Balance Sheets
September 30, 1995, and December 31, 1994
(Unaudited)
ASSETS
September 30,1995 Dec. 31,1994
Cash and Due from Banks $ 3,745,670 $ 2,774,407
Interest Bearing Deposits
at other banks 195,000 394,000
Federal Funds Sold 7,280,000 -0-
Investment Securities Held to Maturity 1,858,674 1,858,537
Investment Securities Available
for Sale 11,634,498 12,603,923
Loans: 62,322,768 42,410,676
Less: Loan Loss Reserve (795,281) (715,230)
Net Loans 61,527,487 41,695,446
Premises & Equipment 3,308,680 3,353,267
Other Real Estate 68,931 493,226
Accrued Interest Receivable 616,464 550,673
Intangible Assets 593,095 666,488
Other Assets 394,218 574,894
TOTAL ASSETS $91,222,717 $64,964,861
LIABILITIES & STOCKHOLDERS' EQUITY
Deposits:
Demand $14,367,910 $11,091,308
Interest Bearing Demand 23,768,484 17,500,614
Savings 5,297,789 5,259,690
Time under $100,000 26,167,255 20,538,943
Time over $100,000 12,561,592 2,196,467
Total Deposits 82,163,030 56,587,022
Federal Funds Purchased and Securities
Sold under Agreements to Repurchase 1,782 1,037,864
Accrued Interest Payable 944,613 366,053
Other Liabilities 316,859 117,292
Total Liabilities 83,426,284 58,108,231
Stockholders' Equity:
Common Stock ($1.00 par value,
5,000,000 shares authorized,
612,440 and 606,440 shares issued
and outstanding, respectively) 612,440 606,440
Capital Surplus 5,561,016 5,507,016
Retained Earnings 1,729,890 1,188,728
Market Valuation Adjustment on
Investment Securities Available
for Sale (106,913) (445,554)
Total Stockholders' Equity 7,796,433 6,856,630
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY $91,222,717 $64,964,861
See Notes to Consolidated Financial Statements.
FAYETTE COUNTY BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Operations
For the three and nine month periods ended September 30,1995 and 1994
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
Interest Income:
Interest on fees and loans $1,652,772 $1,113,068 $4,208,437 $3,292,663
Interest on taxable securities 203,857 173,538 641,387 472,120
Interest on tax exempt securities 21,400 21,725 64,308 61,912
Interest on federal funds sold 75,019 56,236 183,848 100,840
Interest on deposits
with other banks 2,587 3,931 9,348 11,726
Total interest income 1,955,635 1,368,498 5,107,328 3,939,261
Interest Expense:
Interest on deposits:
Demand 194,337 132,839 459,303 419,031
Savings 32,470 33,928 92,904 98,673
Time 570,962 236,698 1,373,703 635,275
Interest on federal funds purchased
& securities sold under agreement
to repurchase 1,822 1,632 12,147 8,965
Total interest expense 799,591 405,097 1,938,057 1,161,944
Net interest income 1,156,044 963,401 3,169,271 2,777,317
Provision for loan losses 90,000 40,000 195,000 82,000
Net interest income after
provision for loan losses 1,066,044 923,401 2,974,271 2,695,317
Other income:
Service charges and fees 89,163 82,046 296,058 250,130
Securities gains (losses), net 10 (5,605) 21 20,176
Gains on sale of SBA loans 25,000 14,246 63,678 102,743
Other 33,958 34,687 30,551 80,945
Total other income 148,131 125,374 390,307 453,994
Other expense:
Salaries and employee benefits 355,713 306,154 997,115 894,245
Occupancy expense 112,084 114,332 313,276 308,531
Other (Note B) 308,118 355,606 897,065 977,657
Total other expense 775,915 776,092 2,207,456 2,180,433
Net income before income taxes 438,260 272,684 1,157,123 968,877
Income tax expense 166,800 107,000 463,600 360,186
Net Income $ 271,460 $ 165,684 $ 693,523 $ 608,691
Net Income per share
(Note C) $ 0.44 $ 0.27 $ 1.14 $ 1.00
Weighted avg. number
of shares outstanding 609,440 606,440 609,107 606,440
See Notes to Consolidated Financial Statements.
FAYETTE COUNTY BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the nine month periods ended September 30, 1995 and 1994
(Unaudited)
Nine Months Ended
September 30, September 30,
1995 1994
Cash flows from operating activities:
Net Income $ 693,523 $ 608,691
Adjustments to reconcile net income
to net cash provided by operating
activities:
Amortization of intangibles 73,393 73,393
Depreciation, amortization and
accretion 109,912 165,058
Provision for loan losses 195,000 82,000
Securities gains, net (21) (20,176)
Gains on sales of SBA loans 63,678 102,743
Change in:
(Increase) Decrease in interest
receivable (65,791) 4,628
Increase (Decrease) in interest
payable 578,560 41,924
(Increase) Decrease in other
assets 6,224 16,669
Increase (Decrease) in other
liabilities 199,567 (158,015)
NET CASH PROVIDED BY OPERATING
ACTIVITIES 1,854,045 916,915
Cash Flows from Investing Activities:
Net change in interest-bearing deposits
with other banks 199,000 -0-
Purchases of investment securities
Held to Maturity -0- (200,000)
Purchases of investment securities
Available for Sale (3,702,979) (5,769,871)
Proceeds from sales of investment
securities available for sale 27,036 2,803,209
Proceeds from maturities of
investment securities 5,190,000 1,750,000
Proceeds from the sale of SBA loans 1,015,625 536,400
Net (increase) decrease in loans (21,106,345) 2,089,973
Purchase of bank premises and
equipment (96,981) (539,793)
Sale of other real estate 424,296 146,296
Sale of bank premises & equipment -0- 64,307
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES (18,050,348) 880,521
(Continued)
See Notes to Consolidated Financial Statements.
FAYETTE COUNTY BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the nine month periods ended September 30, 1995 and 1994
(Continued)
Nine Months Ended
September 30, September 30,
1995 1994
Cash Flows from Financing Activities:
Net increase (decrease) in Federal Funds
purchased and securities sold under
agreements to repurchase (1,036,082) (173,688)
Net increase (decrease) in demand and
savings deposits 9,582,571 (5,390,260)
Net increase (decrease) in time deposits 15,993,437 5,311,547
Cash dividend payment (152,360) (121,288)
Proceeds from stock sales 60,000 -0-
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES 24,447,566 (373,689)
NET INCREASE (DECREASE) IN CASH & CASH
EQUIVALENTS 8,251,263 1,423,747
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 2,774,407 6,100,172
CASH AND CASH EQUIVALENTS AT END OF PERIOD $11,025,670 $ 7,523,919
SUPPLEMENTAL DISCLOSURES OF CASH PAID:
Interest $ 1,359,497 $ 1,120,020
Income Taxes $ 404,650 $ 453,182
SUPPLEMENTAL DISCLOSURES OF NONCASH
FINANCING AND INVESTING ACTIVITIES:
Acquisition of real estate in
settlement of loans $ -0- $ 68,931
See Notes to Consolidated Financial Statements.
FAYETTE COUNTY BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Unaudited)
NOTE A
Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB
and Item 310(b) of Regulation S-B of the Securities and Exchange
Commission. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results
for the nine month period ended September 30, 1995, are not necessarily
indicative of the results that may be expected for the year ended
December 31, 1995. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.
Reclassification
Certain reclassifications have been made in the 1995 financial
statements to conform with the 1994 presentation.
Loans
The Financial Accounting Standards Board has issued Statement
of Financial Accounting Standards No. 114 (SFAS 114) on Accounting by
Creditors for Impairment of a Loan. SFAS 114, as amended by SFAS 118,
requires that impaired loans be measured based on the present value of
expected future cash flows, discounted at the loan's effective interest
rate or at the collateral's fair value if the loan is collateral
dependent. The provisions of SFAS 114 were effective for the Company
beginning in January, 1995. The adoption of SFAS 114 has not had a
material effect on the Company's financial condition.
NOTE B
Supplemental Financial Data
Components of other operating expenses in excess of 1% of total interest
and other income for the three and nine month periods ended September
30, 1995 and 1994 are as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
Printing and supplies $24,718 $16,824 $ 84,346 $58,018
Professional fees - 63,013 110,931 65,877
Data Processing fees 37,143 30,269 96,365 59,222
FDIC assessment - 38,745 91,257 72,990
Directors Fees - - 59,900 41,550
NOTE C
Earnings Per Share
Earnings per share have been computed on the weighted average number of
common shares outstanding during the period.
NOTE D
New Accounting Announcements
In March, 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed of." The Company is required to implement SFAS No. 121 by
December 31, 1996. The provisions of SFAS 121 will require the Company
to review long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. If it is determined that an impairment loss has occurred
based on expected future cash flows, the loss will be recognized in the
income statement and certain disclosures regarding the impairment will
be made in the financial statements. The adoption of SFAS No. 121 is
not expected to have a significant impact on the Company.
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards (SFAS) No. 122, "Mortgage Servicing
Rights", as an amendment to SFAS 65. The Company is required to
implement SFAS 122 by December 31, 1996. The provisions of SFAS 122
eliminate the accounting distinction between rights to service mortgage
loans that are acquired through loan origination and those acquired
through purchase. The cost of mortgage loans sold should be allocated
to the mortgage servicing rights and the loans based on relative fair
values. The adoption of SFAS 122 is not expected to have a significant
impact on the Company.
Item 2. Management's Discussion and Analysis or Plan of Operation
Results of Operations
Fayette County Bancshares, Inc. (the "Company"), reported net income of
$271,460 for the third quarter of 1995, a 63.85% increase as compared to
income of $165,684 for the same period in 1994. Net income for the nine
month period ended September 30,1995, was $693,523, a 13.94% increase as
compared to $608,691 for the same period in 1994. Total assets
increased $26,257,856 to $91,222,717 as of September 30, 1995, an
increase of 40.42% from the year ended 1994. The primary reason for the
increase in total assets is the increase in loan demand of Fayette
County Bank (the "Bank") which is up almost $20 million for the nine
month period ended September 30, 1995.
The return on average assets for the Company was 1.35% for the nine
month period ended September 30, 1995, as compared to 1.23% for the same
period last year. The return on average shareholders' equity increased
for the first nine months in 1995 to 14.40% as compared to 13.37% for
the first nine months of 1994. Book value per share at September 30,
1995, was $12.73, an increase of $1.42 from December 31, 1994.
Deposits grew $25,576,008 from December 31, 1994, an increase of 45.20%,
to $82,163,030 at September 30, 1995. Noninterest bearing demand
deposits accounted for $3,276,602 of this increase. Additionally,
interest bearing demand deposits increased $6,267,870 during the first
nine months of 1995. Time deposits increased $15,993,437, or 70.35%,
during the first nine months of 1995. This increase is primarily due to
one large depositor of over $7 million, and an increase in the interest
rates which attracted more time deposit customers.
Loans, net of the allowance for loan losses, increased $19,832,041
during the nine month period ended September 30, 1995. The amount of
deposits and net loans increased primarily due to the hiring of two
additional experienced loan officers who have subsequently transferred
deposit and loan relationships to the Bank in the second quarter of
1995. Deposits in excess of those needed to support loan growth were
allocated to federal funds sold, which increased $7,280,000 from year
end 1994. Management expects the amount of deposits and net loans to
continue to grow in the near future, but because much of the recent
growth resulted from a one-time effect of this transfer of deposit and
loan growth relationships, such growth will likely be at a slower rate.
The Bank decreased its other real estate owned (OREO) in the nine month
period ended September 30, 1995, by $424,296, or 86.03%, from December
31, 1994.
The Bank's increase in earning assets resulted in an increase in the
Company's net interest income for the nine month period ended September
30, 1995, of 14.12% to $3,169,271 as compared to $2,777,317 for the same
period in 1994. For the nine month period ended September 30, 1995, net
interest income increased 20.00% to $1,156,044 as compared to $963,401
for the same period last year. The interest margin for the first nine
months of 1995 has declined only slightly to 6.11%, as compared to 6.14%
for the same nine month period in 1994.
Other income decreased to $390,308 from $453,994 for the comparable nine
months period ended September 30, 1995 and 1994. The Bank's gains from
the sale of SBA loans decreased $39,065 or 38.03% to $63,678 for the
nine month period ending September 30, 1995, compared to the same period
ending 1994. Net securities gains decreased $20,155 for the nine month
period ending September 30, 1995, as compared to the same period ending
1994, as management has held securities in the investment portfolio
during 1995 as compared to selling available for sale securities for
gains during 1994. Service charges and fees increased 18.36% or $45,928
to $296,058 for the nine month period ending September 30, 1995 as
compared to the same period ending 1994.
Other expenses increased $27,023 for the comparable nine month periods
ended September 30, 1995 and 1994. Salaries and employee benefits
accounted for a $102,870 increase, while accounting, legal and
professional fees decreased $60,597 for the 9 month period ending
September 30, 1995, as compared to the same period in 1994. These other
miscellaneous expenses are more fully disclosed in Note B of the Notes
to Consolidated Financial Statements.
The Federal Deposit Insurance Corporation ("FDIC") has reduced the
Company's insurance premium from $.23 per $100 of deposits to $.04
during the third quarter of 1995. The Company received a $22,300 refund
from the insurance fund due to a recalculation of premiums for the
second quarter of 1995. The net expense for FDIC premiums paid in the
third quarter was $18,267, and will be approximately $22,300 for the
fourth quarter of 1995. In addition, the FDIC can raise deposit
insurance premiums at any time, increasing the Company's cost of funds.
There can be no assurance that such cost could be passed on to the
Company's customers.
Asset Quality
Nonperforming assets (nonaccrual and restructured loans and real estate
acquired through foreclosure (OREO)) declined to 1.89% of total loans
and OREO at September 30, 1995, compared to 2.71% at December 31, 1994.
This decrease is primarily attributable to the decline of OREO and the
increase in loans outstanding.
Nonperforming Assets
September 30, December 31,
1995 1994
Loans on nonaccrual $ 119,333 $ 144,888
Other real estate 68,931 493,226
Restructured loans 513,678 523,700
Total nonperforming assets $ 701,942 $1,161,814
Loans 90 days past due $ 630,092 $ 19,552
Total nonperforming assets as
a percentage of total loans
and other real estate 1.12% 2.71%
Loans 90 days past due as a
percentage of total loans 1.01% .05%
The allowance for loan losses at September 30, 1995, increased $80,051
from year end 1994 to $795,281. The allowance at September 30, 1995,
represented 1.28% of total loans compared to 1.69% at December 31, 1994,
and 125.63% of nonperforming loans (non-accrual and restructured) at
September 30, 1995, compared to 106.98% of nonperforming loans at
December 31, 1994. The Bank's one restructured loan of $513,678 is also
included in the loans past due 90 days total of $630,092.
Analysis of the Allowance for Loan Loss
September 30, 1995
Allowance for loan losses at December 31, 1994 $715,230
Charge Offs:
Commercial 48,167
Real Estate -0-
Installment 27,499
Credit card related 68,684
Total 144,350
Recoveries:
Commercial 18,013
Real estate -0-
Installment 10,768
Credit card related 620
Total 29,401
Net charge-offs 114,949
Provision charged to income 195,000
Allowance for loan losses at September 30, 1995 $795,281
The loan portfolio is periodically reviewed to evaluate the outstanding
loans and to measure both the performance of the portfolio and the
adequacy of the allowance for loan losses. This analysis includes a
review of delinquency trends, actual losses, and internal credit
ratings. Management's judgment as to the adequacy of the allowance is
based upon a number of assumptions about future events which it believes
to be reasonable, but which may or may not be reasonable. However,
because of the inherent uncertainty of assumptions made during the
evaluation process, there can be no assurance that loan losses in future
periods will not exceed the allowance for loan losses or that additional
allocations to the allowance will not be required.
Liquidity and Capital Adequacy
The Bank's net loan to deposit ratio increased by 119 basis points or
1.61% at September 30, 1995, to 74.88%, as compared to 73.69% at
December 31, 1994. This change is a result of the Bank maintaining a
level of loan growth above the level of deposit growth. During the
first nine months of 1995, deposits grew by more than $25 million while
gross loans increased by approximately $20 million. The Bank's liquid
assets as a percentage of total deposits were 13.42% at September 30,
1995, compared to 4.91% at December 31, 1994. Management also analyzes
the level of off-balance sheet assets such as unfunded loan commitments,
and outstanding letters of credit as they relate to levels of cash, cash
equivalents, liquid investments, and available funds lines in an attempt
to minimize the possibility that a potential shortfall may exist. Based
on this analysis, management believes that the Company has adequate
liquidity to meet short-term operating requirements. However, no
assurances can be given in this regard.
Shareholders equity increased 13.71% from December 31, 1994, to
$7,796,433 at September 30, 1995. The capital of the Company and the
Bank exceeded all prescribed regulatory capital guidelines. Regulations
require that the most highly rated banks maintain a minimum Tier l
leverage ratio of 3% plus an additional cushion of at least 1 to 2
percentage points. Tier 1 capital consists of common shareholders'
equity, less certain intangibles. The Bank's Tier 1 leverage ratio was
8.03% at September 30, 1995, compared to 9.87% at December 31, 1994, a
decline which was due to growth in the Bank's assets. Regulations
require that the Bank maintain a minimum total risk-weighted capital
ratio of 8%, with one-half of this amount, or 4%, made up of Tier 1
capital. Risk-weighted assets consist of balance sheet assets adjusted
by risk category, and off-balance sheet asset equivalents similarly
adjusted. At September 30, 1995, the Bank had a risk-weighted total
capital ratio of 11.92%, compared to 13.49% at December 31, 1994, and a
Tier 1 risk-weighted capital ratio of 10.74%, compared to 14.74% at
December 31, 1994.
Investment Securities
Investment securities comprised approximately 15% and 22% of the Bank's
assets on September 30, 1995, and December 31, 1994, respectively. The
Bank invests primarily in obligations of the United States or
obligations guaranteed as to principal and interest by the United States
and other taxable and tax exempt securities. The Bank has included in
its investment portfolio instruments described as a derivative,
primarily, structured note derivatives. Structured notes are debt
securities whose cash flow characteristics depend on one or more
indexes. Structured notes carry high credit ratings and are issued as
floating-rate instruments. In a rising interest rate environment, the
market value of these securities can decrease due to the fact that the
embedded options, puts, calls, etc., become evident and in contrast to
predictions. The Bank experienced this market adjustment during 1994,
net of the applicable income taxes, which is reflected in the capital
portion of the 1994 financial statements. There can be no assurance
that as interest rates change in the future the amount of unrealized
loss will not increase, but if these securities are held until they
mature and are repaid in accordance with their terms, these principal
losses will not be realized. The Bank also engages in Federal Funds
transactions with its principal correspondent banks and primarily acts
as a net seller of such funds. The sale of Federal Funds amounts to a
short-term loan from the Bank to another Bank.
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards No. 115 (SFAS 115) on the accounting and
reporting for investments in all debt and equity securities that have
readily determinable fair values. SFAS 115 requires that investments
are to be classified as held-to-maturity, available-for-sale or trading
securities. Held-to-maturity securities are to be reported at amortized
cost, while available-for-sale and trading securities are to be reported
at fair value. At September 30, 1995, the Bank had $11,634,498 in
investment securities available-for-sale and $1,858,674 in securities
held-to-maturity. The net unrealized loss on available-for-sale
securities, net of deferred income taxes, was $106,913 on September 30,
1995.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material pending legal proceedings to which the Company is
a party or of which its property is the subject.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the
quarter ended September 30, 1995.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits.
Exhibit
Number Description
3.1* Articles of Incorporation
3.2* Bylaws
10.1** Settlement Agreement and Release with Fayette
County Bancshares, Inc. and Terry L. Miller as
of October 21, 1994.
10.2** Fayette County Bancshares, Inc. Stock Option
Plan.
*Items 3.1 and 3.2 were previously filed by the Company as Exhibits
(with the same respective Exhibit Numbers as indicated herein) to the
Company's Registration Statement on Form S-18 (Registration No. 33-
26658-A) and such documents are incorporated herein by reference.
**Items 10.1 and 10.2 were previously filed by the Company as Exhibits
10.5 and 10.6 respectively, to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, and such documents are
incorporated herein by reference.
b) Reports on Form 8-K. No report on Form 8-K was filed during the
quarter ended September 30, 1995.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
FAYETTE COUNTY BANCSHARES,INC.
(Registrant)
Date: October 10, 1995
Ira Pat Shepherd,
Principal Executive Officer
Date: October 10, 1995
Mark Kearsley,
Principal Financial Officer
INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page Number
3.1 Articles of Incorporation of Company
(incorporated by reference to Exhibit
3.1 of Registration Statement on
Form S-18, File No. 33-26658-A).
3.2 Bylaws of Company (incorporated by
reference to Exhibit 3.2 of Registration
Statement on Form S-18, File No.
33-26658-A).
10.1 Settlement Agreement and Release with
Company and Terry L. Miller as of
October 21, 1994 (incorporated by
reference to Exhibit 10.5 of the Annual
Report on Form 10-K for the year ended
December 31, 1994).
10.2 Company Stock Option Plan (incorporated
by reference to Exhibit 10.6 of the
Annual Report on Form 10-K for the year
ended December 31, 1994).
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