ODDFOOTER: WMA International CorporationPage of 15
Form 10-QSB 09/30/96
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(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,
1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
For the transition period from _______ to
________
Commission file number 33-94226-A
Delaware 58-2179041
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5555 Triangle Parkway, N.W., Second Floor, Norcross,
Georgia 30092
(Address of principal executive offices)
Issuer's telephone number: (770) 453-9300
Check whether the issuer (1) 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all
documents and
reports required to be filed by Section 12, 13,
or 15(d)
of the Exchange Act after the distribution of
securities
under a plan confirmed by a court. Yes___ No___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each
of the
Issuer's classes of common equity, as of the
latest
practicable date:
As of September 30, 1996, there were
1,756,103
shares of common stock outstanding, and
486,750
warrants ($486,750) had been issued, each
warrant
representing the right to purchase a share of
common
stock for $10.
Transitional Small Business Disclosure Format
(Check
one): Yes___ No X
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Table of Contents
PART I
Page No.
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Item 1 Financial Statements3
Item 2 Management's Discussion and Analysis
or Plan of Operation 7
PART II
Item 1 Legal Proceedings11
Item 2 Changes in Securities11
Item 3 Defaults Upon Senior Securities11
Item 4 Submission of Matters to a Vote of
Security Holders11
Item 5 Other Information11
Item 6 Exhibits and Reports on Form 8-K13
PART I
Item 1. Financial Statements.
The September 30, 1996 Financial Statements follow
on the next page.
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WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
September 30, 1996
(Unaudited)
Assets
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Investments $ 6,991,474
Cash 10,221,437
Restricted cash 283,729
Funds withheld 555,926
Deferred acquisition costs, net 407,273
Deferred offering costs 516,527
Organization costs, net 170,370
Other assets 55,085
$ 19,201,821
Liabilities and Stockholders' Equity
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Liabilities:
Reserves for future benefits and claims 388,359
Stock subscription deposits 283,729
Accounts payable and accrued expenses 111,436
Payable to affiliate 50,457
Deferred tax liability 75,000
Total liabilities 908,981
Stockholders' equity:
Common stock, par value $.001; 10,000,000
shares authorized; 2,256,103 shares issued 2,256
Additional paid-in capital 18,295,524
Accumulated deficit (4,940)
Total stockholders' equity 18,292,840
$ 19,201,821
See accompanying notes to consolidated financial statements.
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WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Inception
Three Months Nine Months Three Months (March 9, 1995)
Ended Ended Ended Through
September 30, September 30, September 30, September 30,
1996 1996
1995 1995
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Revenues:
Gross premium income $ 813,798 $ 1,054,800 $ - $ -
Investment income 205,453 438,933 5,052 5,052
1,019,251 1,493,733 5,052 5,052
Expenses:
Benefits, claims and settlements 199,250 516,392 - -
Underwriting, acquisition and
insurance expenses 281,398 273,191 - -
General and administrative expenses 50,021 236,886 290,816 290,816
Interest expense 10,013 42,583 13,230 13,230
540,682 1,069,052 304,046 304,046
Net income (loss) before
income taxes 478,569 424,681 (298,994) (298,994)
Deferred income taxes 91,000 75,000 - -
Net income (loss) $ 387,569 $ 349,681 $(298,994) $(298,994)
See accompanying notes to consolidated financial statements.
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WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
Inception
Nine Months
(March 9, 1995)
Ended
Through
September 30, 1996
September 30, 1995
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Cash flows from operating activities:
Net income (loss) $ 349,681 $ (298,994)
Adjustments to reconcile net income (loss) to
cash used by operating activities:
Amortization 11,815 -
Increase in funds withheld (555,926) -
Increase in deferred acquisition costs (407,273) -
Increase in other assets (55,085) -
Increase in reserves 388,359 -
Increase (decrease) in accounts payable (26,435) 174,704
Deferred income taxes 75,000 -
Net cash used by operating activities (219,864) (124,290)
Cash flows from investing activities:
Purchase of investments (6,991,474) -
Net cash provided (used) by investing
activities (6,991,474) -
Cash flows from financing activities:
Issuance of common stock 18,047,780 250,000
Stock subscription deposits 283,729 -
Borrowings from affiliate, net 50,457 -
Borrowings (repayments) under note payable (748,679) 750,000
Payments for offering and organization costs (223,817) (350,681)
Net cash provided by financing activities 17,409,470 649,319
Net increase in cash 10,198,132 525,029
Cash at beginning of period 307,034 -
Cash at end of period $ 10,505,166 $ 525,029
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 42,583
$ -
See accompanying notes to consolidated financial statements.
WMA INTERNATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1996
(1) 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 for Form 10-QSB of Regulation
S-B.
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.
(2) Stock Subscriptions
As of September 30, 1996 the Company has
received
$18,331,509 for purchases of common stock
and
warrants pursuant to an offering for which
the
registration statement became effective
December
22, 1995. The Company has accepted
$17,561,030 for
purchases of common stock representing
1,756,103
shares of common stock issued pursuant to
the
offering and $486,750 for purchases of
486,750
warrants, each representing the right to
purchase a
share of common stock for $10. The
remaining
$283,729 is being held in an escrow account
pending
acceptance and issuance of common stock by
the
Company.
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Item 2. Management's Discussion and Analysis or Plan of
Operation.
SUMMARY OF BUSINESS
WMA International Corporation (the "Company") was
formed March 9, 1995 by S. Hubert Humphrey, Jr. ("Mr.
Humphrey") as a for-profit corporation organized under
Delaware law. The Company owns 100% of the outstanding
stock of WMA Life Holding, Ltd., a Bermuda for-profit
corporation formed August 2, 1995 ("Holding") which, in
turn, owns 100% of the outstanding stock of WMA Life
Insurance Company Limited, a fully licensed for-profit
Bermuda life insurance corporation formed August 2, 1995
("WMA Life"). The Company, Holding and WMA Life are
sometimes referred herein collectively as the
"Companies."
During 1995 and the first, second and third quarters of
1996, the Company has been engaged primarily in (1) the
formation of Holding and WMA Life, (2) preparing a
registration statement (the "Registration
Statement")(Commission file number 33-94226-A) and
prospectus (the "Prospectus") to raise up to $20,500,000
(the "Offering") to capitalize WMA Life after payment of
organization and offering costs by offering for sale
shares of common stock and Warrants of the Company, (3)
filing the Registration Statement and Prospectus with the
Securities and Exchange Commission and various states,
(4) accepting subscriptions for shares of common stock
and Warrants of the Company, and (5) negotiating the
terms of reinsurance agreements with various insurance
companies entered into and to be entered into by WMA
Life.
The Registration Statement filed with the Securities
and Exchange Commission became effective December 22,
1995, and the Company has been in the process of raising
up to $20,500,000. As of September 30, 1996, the Company
has sold 1,756,103 Shares of Common Stock ($17,561,030)
pursuant to the Offering. As of September 30, 1996,
486,750 Warrants ($486,750) have been sold pursuant to
the Offering, each Warrant representing the right to
purchase a Share of Common Stock for $10. In addition,
as of September 30, 1996, the Company held in escrow
$283,729 in stock subscriptions pending acceptance and
issuance of Shares of Common Stock by the Company.
The Company is a holding company for Holding which is,
in turn, a holding company for WMA Life. The proceeds of
purchases of shares of Common Stock and Warrants, after
certain costs and expenses, have been used, or are
otherwise available for use, to further capitalize
Holding which have been used, in turn, to further
capitalize WMA Life in order for WMA Life to have
sufficient liquidity in the form of Investments to meet
potential claims pursuant to certain reinsurance
agreements with the objective of obtaining capital
appreciation. There are no established criteria,
parameters or limitations with respect to the nature and
amount of reinsurance to be written by WMA Life and
Management will have complete discretion in determining
the nature and amount of reinsurance to be written by WMA
Life.
The reinsurance agreements that have been and are to be
entered into by WMA Life will consist primarily of
indemnity agreements for insurance products previously
and currently being sold by World Marketing Alliance,
Inc. ("WMA Agency") and other proprietary insurance
products which may be developed by WMA Agency and have
been or are anticipated to be issued by Western Reserve
Life Assurance Co. of Ohio, Kemper Investors Life
Insurance Company, Connecticut National Life Insurance
Company, The Midland Life Insurance Company, American
Skandia Life Assurance Corporation and others (the
"National Life Companies"). WMA Agency is a Georgia
corporation controlled by Mr. Humphrey, Norma P. Humphrey
("Mrs. Humphrey") and Thomas W. Montgomery ("Mr.
Montgomery"). Types of insurance products sold by WMA
Agency and covered by and expected to be covered by
reinsurance agreements include variable universal life,
universal life, term life and annuities. All of such
indemnity agreements are sometimes hereinafter
collectively referred to as the "Reinsurance
Agreements".
The sources, types and mix of the Reinsurance Agreements
have generally been identified by the Company and WMA
Life.
During the second quarter of 1996, WMA Life entered
into a reinsurance agreement with Western Reserve Life
Assurance Co. of Ohio (WRL). On a monthly renewable term
basis (a variation of Yearly Renewable Term), WMA Life is
reinsuring a portion of all individual Variable Universal
Life policies previously sold by WMA Agency. As of
September 30, 1996, the business inforce constituted
79,968 policies with $2,300,062,161 of reinsured death
benefits. The reinsurance agreement with WRL also
includes the reinsurance of all future individual
Variable Universal Life insurance policies sold and
distributed by WMA Agency.
Associated with this agreement, the income and balance
sheet statements as of September 30, 1996, reflect
premiums, benefits, claims, settlement expenses, reserves
and deferred acquisition costs. These entries are normal
within the context of an insurance enterprise.
Third quarter reported claims totaled $368,032, of
which $128,032 have been settled. Benefits, Claims and
Settlement Expenses in the Income Statement reflect these
amounts, including an increase in reserve for future
benefits reinsured. The total reserve for future
benefits and claims is $383,359. The reserve was
determined using principals consistent with those
prescribed by FAS 60. (Note: The corresponding U.S.
Statutory Reserve required by the National Association of
Insurance Commissioners (NAIC) is less than $555,926.
The NAIC prescribed reserve is determined using interest
and mortality assumptions typically much more
conservative than experience otherwise expected by the
industry.
The agreement provides that an amount remain on deposit
with WRL until such time WMA Life secures a Letter of
Credit (LOC) for the benefit of WRL. This procedure,
often referred to as "funds withheld reinsurance" is a
customary practice within the reinsurance industry. The
amount will not exceed the U.S. Statutory Reserve as
prescribed by the NAIC. Subsequent to September 30,
1996, WMA Life secured an LOC for this purpose. Further,
WMA Life will develop facilities for future LOC's and
trust arrangements in support of additional reinsurance
agreements.
The deferred acquisition costs reflect expenses and
reinsurance premium allowances associated with the
initial transaction. Deferred acquisition costs reflect
expenses incurred that are directly associated with the
acquisition of the reinsured business. These expenses
include actuarial, legal and accounting fees, salaries
and expenses, as well as first year reinsurance
allowances in excess of renewal allowances.
Consequently, the income and balance sheets should not
be relied upon as being indicative of future results.
Subsequent to September 30, 1996, WMA Life executed a
reinsurance agreement with Kemper Investors Life
Insurance Company (KILICO). Similar to the WRL
reinsurance agreement, the KILICO agreement provides for
the reinsurance of a portion of all individual Variable
Universal Life policies sold by WMA Agency on a monthly
renewable term basis.
As under the WRL and KILICO agreements, it is
anticipated that the day-to-day administration of the
business reinsured and related transactions will be
managed by the National Life Companies pursuant to an
administrative procedure called self-administration.
This procedure requires the National Life Companies to
maintain individual policy records for each policy ceded,
premium accounting, allowances and reserve reports. The
Company will rely on the National Life Companies to
provide it with all information necessary for processing
the reinsurance. The National Life Companies will also
process all related claims and other policy
transactions.
As a result, WMA Life will not participate in any of the
direct administration of the reinsured policies.
SUMMARY OF OFFERING
Securities Offered. Up to 2,000,000 shares of Common
Stock of the Company, offered at the price of $10 per
share, and up to 500,000 Warrants of the Company, offered
at a price of $1 per Warrant. The minimum subscription
for shares of Common Stock is 50 ($500), and the minimum
subscription for Warrants is 50 ($50).
The shares of Common Stock and Warrants are being
offered by the Company on a best efforts basis only until
termination or the maximum Offering has been achieved.
Investors must meet certain minimum suitability and
eligibility standards. Purchases are subject to receipt
and acceptance by the Company and the Company's right to
reject any purchase in whole or in part for any reason.
Offerees. Only WMA Agents are eligible to purchase
shares of Common Stock and/or Warrants pursuant to the
Offering. "WMA Agents" means independent sales agents
contractually affiliated (or their Pension Plans) with
WMA Agency or employees (or their Pension Plans) of or
affiliates of WMA Agency as of the date of the offering
or as of the date the Company accepts the Subscription
Agreement.
Voting Rights. All shares of Common Stock offered
pursuant to the Offering or issued pursuant to exercise
of the Warrants are voting stock on a one vote per share
basis without cumulative rights.
Shareholders' Agreement and Warrant Restrictions. Mr.
Humphrey and purchasers of shares of Common Stock
pursuant to the Offering, or pursuant to exercise of the
Warrants, are required to sign the Shareholders'
Agreement which allows the Company the option (but not
the obligation) to buy back an Investor's shares of
Common Stock if the Investor ceases to be a WMA Agent
(other than by reason of death) or breaches the
Shareholders' Agreement ("Buyout Event"). The
Shareholders' Agreement also contains a Right of First
Refusal which provides that if a Shareholder desires to
sell any shares of Common Stock pursuant to a "bona fide
offer", such shares of Common Stock must be offered to
the Company first upon no less favorable terms and
conditions than those of the bona fide offer. The
Shareholders' Agreement will terminate on the earlier of
December 31, 1997 or the effective date of a public
offering by the Company to persons other than WMA
Agents.
Offering Termination Date. December 31, 1997 for the
maximum Offering unless terminated earlier by the
Company. The minimum Offering was attained February 26,
1996.
PROPOSED BUSINESS
Overview
Through WMA Life, the Company has become an important
reinsurer of Western Reserve Life Assurance Co. of Ohio
and Kemper Investors Life Insurance Company. WMA Life
also proposes to become a reinsurer of Connecticut
National Life Insurance Company, The Midland Life
Insurance Company, American Skandia Life Assurance
Corporation and others ("National Life Companies"). WMA
Life reinsures, and will continue to reinsure, insurance
products being sold by and distributed through WMA Agency
("WMA Policies"). These insurance products include, and
are anticipated to include, variable universal life, term
life, universal life and other insurance products.
With an anticipated capitalization of not less than $18.5
million, the Company believes that its affiliation with
WMA Agency puts it in a unique position to negotiate
favorable Reinsurance Agreements with the National Life
Companies. WMA Agency is not, and will not, be a party
to the Reinsurance Agreements.
The financial goal of Management in negotiating the
Reinsurance Agreements is to obtain for the Company (and
not the Stockholders) an after-tax return on equity (net
capital invested by stockholders) of not less than an
averaged 10% after-tax annualized return after 10 years.
Although Management believes that it has a reasonable
basis to expect that such a return is feasible, no
assurance can be given that any return can be achieved.
Furthermore, any return is dependent upon the volume of
insurance policies sold by WMA Agency for which WMA Life
acts as reinsurer. Moreover, there are not established
criteria, parameters or limitations with respect to the
nature and amount of reinsurance to be written by WMA
Life and Management will have complete discretion in
determining the nature and amount of reinsurance to be
written by WMA Life.
Business Strategy
In light of the Company's affiliation with WMA Agency
and WMA Agency's existing relationship with the National
Life Companies, the Company has developed a business
strategy relating to the Reinsurance Agreements. The
principal elements of such business strategy are:
To leverage the negotiating strength provided by the
Company's affiliation with WMA Agency and WMA Agency's
negotiating strength with the National Life Companies;
To create a strong bond among the Company, WMA Agency
and the WMA Sales Agents by providing the WMA Sales
Agents the possibility of participating in reinsurance
profits generated by the WMA Policies and Reinsurance
Agreements by investing in the Company; and
To create favorable reinsurance results on the WMA
Policies since it is anticipated that when WMA Sales
Agents have an investment in the Reinsurance Agreements
through investing in the Company, WMA Sales Agents will
have more of an incentive to place quality business
through WMA Agency, which business may become the
subject of the Reinsurance Agreements.
Business Plan
The Company's business plan over the next twelve months
consists of completing the Offering; the Company's
payment of the Organization and Offering Costs of the
Companies as reflected in the Application of Proceeds;
the Company's establishment of reserves to fund
management fee ("Management Fee") payments up to $72,000
to WMA Management Services, Inc. ("WMA Management") if
there are insufficient profits in WMA Life, and other
expenses and unknown contingencies; the Company's payment
of Management Fees up to $72,000 if there are
insufficient profits in WMA Life; the Company's
contribution of the net proceeds from the Offering to
Holding, and causing Holding to contribute such net
proceeds to WMA Life; causing WMA Life to establish an
operating expense reserve of $125,000; continuing to
cause WMA Life to acquire an investment portfolio in the
form of Investments to provide sufficient liquid assets
in order to meet potential claims pursuant to the
Reinsurance Agreements; monitoring WMA Life's Investment
Manager, Falcon Asset Management, Inc. (see Item 5
below); managing the WRL and KILICO Reinsurance
Agreements, the Company's continued negotiation and
completion of the Reinsurance Agreements; causing WMA
Life to continue operating as a reinsurance company; and
to invest net proceeds from the Offering not required by
WMA Life to support existing reinsurance obligations in
investments in accordance with WMA Life's Investment
Standard (See Item 5). Management believes that the net
proceeds of the Offering accepted by the Company to date
will be adequate capital for WMA Life to sustain
operations during the first twelve months.
The Company expects its operating expenses over the
next twelve months to consist of payment of fees relating
to management, accounting, consulting and actuarial
services rendered; payment of expenses related to
compliance with corporate and tax matters, and other
incidental administrative expenses. Holding's operating
expenses are expected to be nominal and consist
principally of accounting and administrative costs of
reporting to regulatory authorities, and fees for
business qualification. WMA Life's expenses during the
first twelve months are expected to consist of costs
associated with commencing its operations as a
reinsurance company, which costs include expense
allowances payable to ceding insurance companies, payment
of accounting fees, legal fees, investment management
fees, and fees and expenses for regulatory compliance in
Bermuda.
None of the Companies expect to purchase or sell any
significant equipment nor expect that there will be any
significant change in the number of employees.
PART II
Item 1. Legal Proceedings.
At September 30, 1996, neither the Company, Holding nor
WMA Life was involved in any legal proceedings.
Item 2. Changes in Securities.
There have been no changes or modifications to the
rights of the holders of any class of registered
securities.
Item 3. Defaults Upon Senior Securities.
There have been no defaults in the payment of principal
or interest of any indebtedness of the issuer.
Item 4. Submission of Matters to a Vote of Security
Holders.
No matters were submitted during the period covered by
this report to a vote of security holders through the
solicitation of proxies or otherwise. No annual report
or proxy materials have been sent to security holders.
Item 5. Other Information.
During the third quarter, WMA Life entered into an
investment management agreement with Falcon Asset
Management, Inc. ("Falcon"), an investment advisor and
manager based in Baltimore, Maryland. Falcon was
selected due its overall expertise in investment
management and its experience in managing insurance
company investment portfolios. Pursuant to this
agreement, Falcon has the responsibility of managing WMA
Life's investment assets held in a custodial account with
IBJ Schroder Bank & Trust Company ("Schroder") in
accordance with WMA Life's "Investment Standard" as set
forth in the December 22, 1995 Prospectus which is to
select assets with the objective of maximizing investment
returns consistent with appropriate safety,
diversification, tax and regulatory considerations, and
to provide sufficient liquidity to enable WMA Life to
meet it obligations as a reinsurance company on a timely
basis.
During the third quarter, WMA Life also entered into a
Custody Agreement with IBJ Schroder Bank & Trust Company
("Schroder") based in New York, New York. Pursuant to
this agreement, Schroder holds all of the investment
assets of WMA Life which are managed by Falcon. WMA Life
also entered into a Letter of Credit and Reimbursement
Agreement with Schroder pursuant to which WMA Life can
obtain letters of credit in favor of the ceding insurers
of its reinsurance business. Such letters of credit can
be used instead of "funds withheld" or "trust"
arrangements to allow the ceding insurers to obtain full
credit for the reinsurance business ceded to WMA Life.
As collateral for the issuance of letters of credit, WMA
Life also executed a Security Agreement in favor of
Schroder, pursuant to which WMA Life granted a security
interest in its investment assets by Schroder held
pursuant to the Custody Agreement.
The Company intends to enter into agreements in the
fourth quarter with Falcon and Schroder pursuant to which
Company investment assets will be placed into a custody
account with Schroder and managed by Falcon.
During the third quarter, Management determined that it
was in the best interest of the Company to utilize part
of the net proceeds of the Offering to pay off the
existing $750,000 loan from Money Services, Inc.
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Item 6. Exhibits and Reports on Form 8-K.
No reports were required to be filed on Form 8-K.
Exhibit
Number Description of Exhibit
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3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
4.1 Shareholders' Agreement (3)
4.2 Specimen Stock Certificate (2)
4.3 Subscription Agreement (3)
4.4 Revised Specimen Warrant (4)
4.5 Loan Agreement between WMA Agency
and Offering Subscribers (3)
10.1 Form of Escrow Agreement between
Registrant and Fidelity National
Bank as Escrow Agent.(2)
10.2 Form of Promotional Share Escrow
Agreement (3)
10.3 Loan Agreement with Money Services,
Inc. (3)
10.4 Loan Agreement between Money
Services, Inc. and WMA Agency (3)
10.5 Management Agreement with WMA
Management (3)
16.1 Letter on change in Certifying
Accountant (5)
24.2 Consent of KPMG Peat Marwick (5)
[FOOTNOTES ON NEXT PAGE]
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FOOTNOTES TO PRECEDING PAGE:
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(1) Filed On June 28, 1995 as part of the Registration
Statement and incorporated herein by reference
pursuant to Rule 12b-23.
(2) Filed On September 22, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-
23
.
(3) Filed on November 17, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-
23
.
(4) Filed on December 20, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-
23
.
(5) Filed on December 21, 1995 as part of the
Registration Statement and incorporated herein by
reference pursuant to Rule 12b-
23
.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) WMA International Corporation
By (Signature/Title) s/Thomas W. Montgomery (SEAL) Date: November 22, 1996
Thomas W. Montgomery, Executive Vice
President, Chief Financial Officer,
Secretary/Treasurer, and Director
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