<PAGE>
<PAGE>
FORM 10-QSB/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _______
Commission File Number: No. 1-13904
KENTUCKY FIRST BANCORP, INC.
________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 61-1281483
- ------------------------------- -------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
306 N. Main Street
Cynthiana, Kentucky 41031
- ----------------------------------------- -----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code:(606)234-1440
-------------
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
------ ------
As of November 6, 1997, the latest practicable date, 1,297,694
shares of the registrant's common stock, $0.01 par value, were
issued and outstanding.
Page 1 of 13 pages<PAGE>
<PAGE>
INDEX
Page
----
PART I
ITEM 1 - FINANCIAL INFORMATION
Consolidated Statements of Financial Condition 3
Consolidated Statements of Earnings 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10
PART II - OTHER INFORMATION 13
SIGNATURES 14
2
<PAGE>
<PAGE>
KENTUCKY FIRST BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
<TABLE>
<CAPTION>
September 30, June 30,
1997 1996
--------- ----------
ASSETS
<S> <C> <C>
Cash and due from banks $ 441 $ 505
Interest-bearing deposits in other financial
institutions 605 762
------- -------
Total cash and cash equivalents 1,046 1,267
Investment securities available for sale-at market 3,199 2,202
Investment securities - at amortized cost,
approximate market value of $10,786 and $11,589
as of September 30, 1997 and June 30, 1997 10,827 11,733
Mortgage-backed securities available for sale
- at market 3,410 3,348
Mortgage-backed securities - at cost, approximate
market value of $16,769 and $17,483 as of
September 30, 1997 and June 30, 1997 16,858 17,822
Loans receivable - net 49,320 48,920
Office premises and equipment - at depreciated cost 1,397 1,397
Federal Home Loan Bank stock - at cost 1,071 1,052
Accrued interest receivable 463 574
Prepaid expenses and other assets 410 415
Prepaid federal income taxes - 32
Deferred federal income taxes 88 94
------- -------
Total assets $88,089 $88,856
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $54,751 $55,443
Advances from the Federal Home Loan Bank 17,768 17,970
Accrued interest payable 146 148
Other liabilities 629 568
Accrued federal income taxes 84 -
------- -------
Total liabilities 73,378 74,129
Shareholders' equity
Preferred stock - authorized 500,000 shares of
$.01 par value; no shares issued - -
Common stock, authorized 3,000,000 shares of
$.01 par value; 1,388,625 shares issued 14 14
Additional paid-in capital 9,220 9,220
Retained earnings - restricted 7,940 7,825
Less shares acquired by stock benefit plans (1,509) (1,509)
Less 85,931 and 69,431 shares of treasury stock
- at cost (1,022) (818)
Unrealized gains (losses) on securities
designated as available for sale,
net of related tax effects 68 (5)
------- -------
Total shareholders' equity 14,711 14,727
------- -------
Total liabilities and shareholders' equity $88,089 $88,856
======= =======
</TABLE>
3<PAGE>
<PAGE>
KENTUCKY FIRST BANCORP, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended September 30,
(In thousands, except share data)
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Interest income
Loans $1,024 $ 908
Mortgage-backed securities 339 368
Investment securities 222 249
Interest-bearing deposits and other 25 18
------ ------
Total interest income 1,610 1,543
Interest expense
Deposits 612 541
Borrowings 259 211
------ ------
Total interest expense 871 752
------ ------
Net interest income 739 791
Provision for losses on loans 8 4
------ ------
Net interest income after provision
for losses on loans 731 787
Other income
Gain on investment securities transactions 11 -
Service charges 34 25
Other operating 10 12
------ ------
Total other income 55 37
General, administrative and other expense
Employee compensation and benefits 229 233
Occupancy and equipment 36 32
Federal deposit insurance premiums 9 380
Data processing 34 25
Other operating 87 139
------ ------
Total general, administrative and other expense 395 809
------ ------
Earnings before income taxes 391 15
Federal income taxes
Current 157 -
Deferred (33) -
------ ------
Total federal income taxes 124 -
------ ------
NET EARNINGS $ 267 $ 15
====== ======
EARNINGS PER SHARE $ .22 $ .01
====== ======
</TABLE>
4
<PAGE>
<PAGE>
KENTUCKY FIRST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended September 30,
(In thousands)
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net earnings for the period $ 267 $ 15
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Amortization of discounts and premiums on loans,
investments and mortgage-backed securities - net (7) 38
Amortization of deferred loan origination fees (10) (17)
Depreciation and amortization 17 15
Provision for losses on loans 8 4
Gain on investment securities transactions (11) -
Federal Home Loan Bank stock dividends (19) (13)
Increase (decrease) in cash due to changes in:
Accrued interest receivable 111 48
Prepaid expenses and other assets 5 14
Accrued interest payable (2) 62
Other liabilities 61 298
Federal income taxes
Current 116 (227)
Deferred (33) -
------- ------
Net cash provided by operating activities 503 237
Cash flows provided by (used in) investing activities:
Purchase of investment securities designated as
available for sale (994) -
Proceeds from maturity of investment securities 921 1,123
Principal repayments on mortgage-backed securities 1,014 465
Purchase of loans (846) -
Loan principal repayments 2,862 2,770
Loan disbursements (2,414) (5,009)
Purchase of office premises and equipment (17) (15)
Purchase of Federal Home Loan Bank stock - (79)
------- ------
Net cash provided by (used in) investing
activities 526 (745)
Cash flows provided by (used in) financing activities:
Net decrease in deposits (692) (2,162)
Proceeds from Federal Home Loan Bank advances 3,650 1,800
Repayment of Federal Home Loan Bank advances (3,852) (2)
Purchase of treasury stock (204) -
Dividends on common stock (152) (162)
------- ------
Net cash used in financing activities (1,250) (526)
------- ------
Net decrease in cash and cash equivalents (221) (1,034)
Cash and cash equivalents at beginning of period 1,267 1,526
------- ------
Cash and cash equivalents at end of period $1,046 $ 492
======= ======
</TABLE>
5
<PAGE>
<PAGE>
KENTUCKY FIRST BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the three months ended September 30,
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Federal income taxes $ 40 $226
===== ====
Interest on deposits and borrowings $ 873 $678
===== ====
Supplemental disclosure of noncash investing activities:
Unrealized gains on securities designated as available
for sale, net of related tax effects $ 73 $ 25
===== ====
</TABLE>
6
<PAGE>
<PAGE>
KENTUCKY FIRST BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 1997 and 1996
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements
were prepared in accordance with instructions for Form 10-QSB
and, therefore, do not include information or footnotes
necessary for a complete presentation of consolidated financial
position, results of operations and cash flows in conformity
with generally accepted accounting principles. Accordingly,
these financial statements should be read in conjunction with
the consolidated financial statements and notes thereto of the
Corporation included in the Annual Report on Form 10-KSB for the
year ended June 30, 1997. However, in the opinion of
management, all adjustments (consisting of only normal recurring
accruals) which are necessary for a fair presentation of the
financial statements have been included. The results of
operations for the three month periods ended September 30, 1997
and 1996 are not necessarily indicative of the results which may
be expected for an entire fiscal year.
2. Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the
accounts of Kentucky First Bancorp, Inc. (the "Corporation") and
First Federal Savings Bank (the "Savings Bank"). All
significant intercompany items have been eliminated.
3. Earnings Per Share
------------------
Earnings per share for the three months ended September 30, 1997
is based upon the weighted-average shares outstanding during the
period plus those stock options that are dilutive, less shares
in the ESOP that are unallocated and not committed to be
released. Weighted-average common shares deemed outstanding,
which gives effect to 92,574 and 101,832 unallocated ESOP
shares, totaled 1,219,593 and 1,286,793 for the three months
ended September 30, 1997 and 1996, respectively. There is no
dilutive effect associated with the Corporation's stock option
plan.
4. Effects of Recent Accounting Pronouncements
-------------------------------------------
In June 1996, the Financial Accounting Standards Board (the
"FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 125, "Accounting for Transfers of Financial Assets,
Servicing Rights, and Extinguishment of Liabilities", that
provides accounting guidance on transfers of financial assets,
servicing of financial assets, and extinguishment of
liabilities. SFAS No. 125 introduces an approach to accounting
for transfers of financial assets that provides a means of
dealing with more complex transactions in which the seller
disposes of only a partial interest in the assets, retains
rights or obligations, makes use of special purpose entities in
the transaction, or otherwise has continuing involvement with
the transferred assets. The new accounting method, the
financial components approach, provides that the carrying amount
of the financial assets transferred be allocated to components
of the
7
<PAGE>
<PAGE>
KENTUCKY FIRST BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended September 30, 1997 and 1996
4. Effects of Recent Accounting Pronouncements (continued)
-------------------------------------------
transaction based on their relative fair values. SFAS No. 125
provides criteria for determining whether control of assets has
been relinquished and whether a sale has occurred. If the
transfer does not qualify as a sale, it is accounted for as a
secured borrowing. Transactions subject to the provisions of
SFAS No. 125 include, among others, transfers involving
repurchase agreements, securitizations of financial assets, loan
participations, factoring arrangements, and transfers of
receivables with recourse.
An entity that undertakes an obligation to service financial
assets recognizes either a servicing asset or liability for the
servicing contract (unless related to a securitization of
assets, and all the securitized assets are retained and
classified as held-to-maturity). A servicing asset or liability
that is purchased or assumed is initially recognized at its fair
value. Servicing assets and liabilities are amortized in
proportion to and over the period of estimated net servicing
income or net servicing loss and are subject to subsequent
assessments for impairment based on fair value.
SFAS No. 125 provides that a liability is removed from the
balance sheet only if the debtor either pays the creditor and is
relieved of its obligation for the liability or is legally
released from being the primary obligor.
SFAS No. 125 is effective for transfers and servicing of
financial assets and extinguishment of liabilities occurring
after December 31, 1997, and is to be applied prospectively.
Earlier or retroactive application is not permitted. Management
does not believe that adoption of SFAS No. 125 will have a
material adverse effect on the Corporation's consolidated
financial position or results of operations.
In March 1997, the FASB issued SFAS No. 128, "Earnings Per
Share", which is effective for financial statements for periods
ending after December 15, 1997, including interim periods. SFAS
No. 128 simplifies the calculation of earnings per share by
replacing primary EPS with basic EPS. It also requires dual
presentation of basic EPS and diluted EPS for entities with
complex capital structures. Basic EPS includes no dilution and
is computed by dividing income available to common shareholders
by the weighted-average common shares outstanding for the
period. Diluted EPS reflects the potential dilution of
securities that could share in earnings, such as stock options,
warrants or other common stock equivalents. All prior period
EPS data will be restated to conform with the new presentation.
This statement will not have a material impact on the
Corporation's financial statements.
In February 1997, the FASB issued SFAS No. 129, "Disclosures of
Information about Capital Structure." SFAS No. 129 consolidated
existing accounting guidance relating to disclosure about a
company's capital structure. SFAS No. 129 is effective for
financial statements for periods ending after December 15, 1997.
SFAS No. 129 is not expected to have a material impact on the
Corporation's financial statements.
8
<PAGE>
<PAGE>
KENTUCKY FIRST BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the three months ended September 30, 1997 and 1996
4. Effects of Recent Accounting Pronouncements (continued)
-------------------------------------------
In June 1997, the FASB issued SFAS No. 130, "Reporting
Comprehensive Income." SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components
(revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. SFAS No. 130 requires
that all items that are required to be recognized under
accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the
same prominence as other financial statements. It does not
require a specific format for that financial statement but
requires that an enterprise display an amount representing total
comprehensive income for the period in that financial statement.
SFAS No. 130 requires that an enterprise (a) classify items of
other comprehensive income by their nature in a financial
statement and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and
additional paid-in capital in the equity section of a statement
of financial position. SFAS No. 130 is effective for fiscal
years beginning after December 15, 1997. Reclassification of
financial statements for earlier periods provided for
comparative purposes is required. SFAS No. 130 is not expected
to have a material impact on the Corporation's financial
statements.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No.
131 significantly changes the way that public business
enterprises report information about operating segments in
annual financial statements and requires that those enterprises
report selected information about reportable segments in interim
financial reports issued to shareholders. It also establishes
standards for related disclosures about products and services,
geographic areas and major customers. SFAS No. 131 uses a
"management approach" to disclose financial and descriptive
information about the way that management organizes the segments
within the enterprise for making operating decisions and
assessing performance. For many enterprises, the management
approach will likely result in more segments being reported.
In addition, SFAS No. 131 requires significantly more
information to be disclosed for each reportable segment than is
presently being reported in annual financial statements and also
requires that selected information be reported in interim
financial statements. SFAS No. 131 is effective for fiscal
years beginning after December 15, 1997. SFAS No. 131 is not
expected to have a material impact on the Corporation's
financial statements.
5. Proposed Legislation
--------------------
Congress is considering legislation to eliminate the federal
savings and loan charter and separate federal regulation of
savings and loan associations. Pursuant to such legislation,
Congress may develop a common charter for all financial
institutions, eliminate the OTS and regulate the Savings Bank as
a bank or require it to change its charter to that of a national
bank.
9
<PAGE>
<PAGE>
KENTUCKY FIRST BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Forward-Looking Statements
- --------------------------
In addition to historical information contained herein, the
following discussion contains forward-looking statements that
involve risks and uncertainties. Economic circumstances, the
Corporation's operations and the Corporation's actual results
could differ significantly from those discussed in the
forward-looking statements. Some of the factors that could
cause or contribute to such differences are discussed herein but
also include changes in the economy and interest rates
in the nation and the Corporation's market area generally.
Some of the forward-looking statements included herein are the
statements regarding management's determination of the amount
and adequacy of the allowance for losses on loans and
the effect of certain accounting pronouncements.
Discussion of Financial Condition Changes from June 30, 1997 to
September 30, 1997
- ----------------------------------------------------------------
At September 30, 1997, the Corporation's assets totaled $88.1
million, a decrease of $767,000, or .9%, from the $88.9 million
of total assets at June 30, 1997. The decline in assets
resulted primarily from a decline in the deposit portfolio of
$692,000 and a decline in advances from the Federal Home Loan
Bank of $202,000.
Liquid assets (i.e. cash, interest-bearing deposits and
investment securities) decreased by $130,000 over the three
month period, to a total of $15.1 million at September 30, 1997.
Investment securities purchased during the quarter of $1.0
million were partially offset by maturities totaling $921,000.
Additionally, excess cash was redeployed to fund growth in the
loan portfolio. Regulatory liquidity amounted to 7.54%, at
September 30, 1997.
Mortgage-backed securities totaled $20.3 million at September
30, 1997, a $902,000, or 4.3%, decrease from June 30, 1997
levels, due primarily to principal repayments during the period.
Loans receivable increased by $400,000, or .8%, during the three
month period, to a total of $50.3 million at September 30, 1997.
Loan disbursements and purchases amounted to $3.3 million and
were partially offset by principal repayments of $2.9
million. The allowance for loan losses totaled $380,000 at
September 30, 1997, as compared to $372,000 at June 30, 1997.
Nonperforming loans totaled $83,000 at September 30, 1997, as
compared to $59,000 at June 30, 1997. The allowance for
loan losses represented 458% and 631% of nonperforming loans as
of September 30, 1997 and June 30, 1997, respectively. Although
management believes that its allowance for loan losses at
September 30, 1997, is adequate based upon the available facts
and circumstances, there can be no assurance that additions to
such allowance will not be necessary in future periods, which
could adversely affect the Corporation's results of operations.
Deposits totaled $54.8 million at September 30, 1997, a decrease
of $692,000, or 1.2%, from June 30, 1997 levels. Management has
not attempted to match premium deposit rates offered by certain
competitors and has instead continued its conservative pricing
strategy with respect to deposit accounts during the current
interest rate environment.
10
<PAGE>
KENTUCKY FIRST BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Discussion of Financial Condition Changes from June 30, 1997 to
September 30, 1997 (continued)
- ---------------------------------------------------------------
Shareholders' equity totaled $14.7 million at September 30,
1997, a $16,000, or .1%, decrease from June 30, 1997. The
decrease resulted primarily from a purchase of treasury shares
of $204,000 during the period, which was partially offset by
undistributed net earnings of $115,000 and an increase in the
unrealized gains on securities designated as available for sale
of $73,000.
The Savings Bank is required to meet each of three minimum
capital standards promulgated by the Office of Thrift
Supervision (OTS), hereinafter described as the tangible capital
requirement, the core capital requirement and the risk-based
capital requirement. The tangible capital requirement mandates
maintenance of shareholders' equity less all intangible assets
equal to 1.5% of adjusted total assets. The core capital
requirement provides for the maintenance of tangible capital
plus certain forms of supervisory goodwill equal to 3% of
adjusted total assets, while the risk-based capital requirement
mandates maintenance of core capital plus general loan loss
allowances equal to 8% of risk-weighted assets as defined by OTS
regulations.
At September 30, 1997, the Savings Bank's tangible and core
capital totaled $12.3 million, or 14.0%, of adjusted total
assets, which exceeded the minimum tangible and core capital
requirements of $1.3 million and $2.6 million by $11.0 million
and $9.7 million, respectively. The Savings Bank's risk-based
capital of $12.7 million, or 26.4% of risk-weighted assets,
exceeded the current 8% requirement by $8.8 million.
Comparison of Operating Results for the Three Month Periods
Ended September 30, 1997 and 1996
- -----------------------------------------------------------
General
- -------
Net earnings amounted to $267,000 for the three months ended
September 30, 1997, an increase of $252,000 over the $15,000 of
net earnings reported for the same period in 1996. The increase
in earnings resulted primarily from a $351,000 charge recorded
in the 1996 period reflecting a special assessment to
recapitalize the Savings Association Insurance Fund ("SAIF").
Additionally, excluding the effects of this charge, general,
administrative and other expense decreased by $63,000, and other
income increased by $18,000, which were partially offset by a
$52,000 decrease in net interest income and a $124,000 increase
in the provision for federal income taxes.
Net Interest Income
- -------------------
Net interest income decreased by $52,000, or 6.6%, for the three
months ended September 30, 1997, compared to the 1996 period.
Interest income on loans increased by $116,000, or 12.8%, due
primarily to a $5.1 million increase in the average balance of
loans outstanding year-to-year coupled with an increase in
yield. Interest income on mortgage-backed securities decreased
by $29,000, or 7.9%, due primarily to a $2.2 million decrease in
the average balance outstanding. Interest income on investment
securities and interest-bearing deposits decreased by $20,000,
or 7.5%, due primarily to a decline in yield of approximately 74
basis points. Such decreases in interest income on
mortgage-backed and investment securities and other
interest-earning assets can be attributed primarily to use of
these assets to fund the $4.2 million return of capital
distribution which was paid to shareholders in November 1996.
11
<PAGE>
KENTUCKY FIRST BANCORP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three Month Periods
Ended September 30, 1997 and 1996 (continued)
- ------------------------------------------------------------
Net Interest Income (continued)
- -------------------
Interest expense on deposits increased by $71,000, or 13.1%, due
primarily to a $4.8 million increase in average deposits
outstanding coupled with an increase in cost of approximately 14
basis points. Interest expense on borrowings increased
by $48,000 during the current quarter, due primarily to a $2.2
million increase in the average balance of borrowings
outstanding from year-to-year, coupled with an increase of
approximately 42 basis points in the average rate paid on such
borrowings.
As a result of the foregoing changes in interest income and
interest expense, net interest income decreased by $52,000, or
6.6%, to a total of $739,000 for the three months ended
September 30, 1997, compared to the comparable quarter in 1996.
The interest rate spread decreased to approximately 2.66% from
2.94% during the respective 1997 and 1996 quarters, while the
net interest margin amounted to approximately 3.41% in 1997, as
compared to 3.86% in 1996.
Provision for Losses on Loans
- -----------------------------
A provision for losses on loans is charged to earnings to bring
the total allowance for loan losses to a level considered
appropriate by management based on historical experience, the
volume and type of lending conducted by the Savings Bank, the
status of past due principal and interest payments, general
economic conditions, particularly as such conditions relate to
the Savings Bank's market area, and other factors related to the
collectibility of the Savings Bank's loan portfolio. As a
result of such analysis, management recorded an $8,000 provision
for losses on loans during the three month period ended
September 30, 1997. There can be no assurance that the loan
loss allowance of the Savings Bank will be adequate to cover
losses on nonperforming assets in the future.
Other Income
- ------------
Other income increased by $18,000, or 48.6%, for the three
months ended September 30, 1997, compared to the same period in
1996, due primarily to an $11,000 gain on investment securities
transactions, coupled with an increase in service charges and
fees on loans and deposits.
General, Administrative and Other Expense
- -----------------------------------------
General, administrative and other expense decreased by $414,000,
or 51.2%, during the three months ended September 30, 1997,
compared to the same period in 1996. This decrease resulted
primarily from the $351,000 charge recorded in 1996 attendant to
the aforementioned SAIF recapitalization.
Additionally, the decrease in general, administrative and other
expense resulted from a $52,000, or 37.4%, decrease in other
operating expense, which was partially offset by a $9,000, or
36.0%, increase in data processing expenses. The decline in
other operating expense is attributable primarily to decreases
in professional fees.
<PAGE>
Federal Income Taxes
- --------------------
The provision for federal income taxes totaled $124,000 for the
three months ended September 30, 1997. The effective tax rate
was 31.7 % for the three months ended September 30, 1997.
12
<PAGE>
<PAGE>
KENTUCKY FIRST BANCORP, INC.
SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the
registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: December 18, 1997 By: /s/Betty J. Long
-------------------------
Betty J. Long
President and Chief
Executive Officer
Date: December 18, 1997 By: /s/Robbie Cox
-------------------------
Robbie Cox
Chief Financial Officer
13
