-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A3XI52JkVBOFVE0I111OLo1kHevUNE0TG2rV/L6Q/evnQrz0JPPsyWjvU6F41xWI 514hNAqadAV5FdMoVT9MxQ== 0000312651-95-000013.txt : 20030213 0000312651-95-000013.hdr.sgml : 20030213 19951023163143 ACCESSION NUMBER: 0000312651-95-000013 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951021 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951023 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000312651 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 840645174 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-09065 FILM NUMBER: 95583323 BUSINESS ADDRESS: STREET 1: 1313 WASHINGTON AVE CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3032799375 MAIL ADDRESS: STREET 1: 1313 WASHINGTON AVENUE CITY: GOLDEN STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: BENEDICT NUCLEAR PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A-1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 7, 1995 GOLDEN PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in Charter) Colorado (State of Incorporation) 0-9065 (Commission File Number) 84-0645174 (IRS Employer Identification Number) 1313 Washington Avenue, Golden, Colorado 80401 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (303) 279-9375 Not Applicable (Former Name or Former Address, if Change Since Last Report) Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. Please see Exhibit A attached hereto. (b) Pro Forma Financial Information. Please see Exhibit B attached hereto. (c) Exhibits. None. 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. GOLDEN PHARMACEUTICALS, INC. Date: October 20, 1995 By: Glen H. Weaver, Vice President 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 GOLDEN PHARMACEUTICALS, INC. Date: October 20, 1995 By: /s/ Glen H. Weaver Glen H. Weaver, Vice President EXHIBIT A FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS QUALITY CARE PHARMACEUTICALS, INC. December 31, 1994 1660 Lincoln Street Denver, CO 80264-2601 303 861-5555 FAX 303 831-4646 Grant Thornton GRANT THORNTON LLP Accountants and Management Consultants The U.S. Member Firm of Grant Thornton International REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholders Quality Care Pharmaceuticals, Inc. We have audited the accompanying balance sheets of Quality Care Pharmaceuticals, Inc. as of December 31, 1994 and 1993 and the related statements of operations, changes in stockholders' equity and cash flows for the years ended December 31, 1994, 1993 and 1992. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Quality Care Pharmaceuticals, Inc. as of December 31, 1994 and 1993 and the results of its operations and cash flows for the years ended December 31, 1994, 1993 and 1992, in conformity with generally accepted accounting principles. Grant Thornton LLP Denver, Colorado June 2, 1995 FINANCIAL STATEMENTS Quality Care Pharmaceuticals, Inc. BALANCE SHEETS December 31, 1994 1993 ASSETS CURRENT ASSETS Cash and cash equivalents $ 11,707 $ 20,543 Accounts receivable - trade less allowance for doubtful accounts of $962 and $2,046 for 1994 and 1993, respectively 728,513 811,801 Inventories (note A2) 367,530 275,390 Prepaid expenses 34,592 41,915 Total current assets 1,142,342 1,149,649 PROPERTY AND EQUIPMENT - AT COST (note A3) Furniture and fixtures 135,822 120,012 Warehouse and prod equipment 94,348 45,068 Leasehold improvements 77,380 61,632 307,550 226,712 Less accumulated depreciation and amortization 92,266 58,501 215,284 168,211 OTHER ASSETS Plant licensing - net of accumulated amortization 63,340 67,346 $ 1,420,966 $ 1,385,206 The accompanying notes are an integral part of this statement. 1994 1993 LIABILITIES CURRENT LIABILITIES Notes payable (note B) $ 649,121 $ 499,121 Current maturities of long-term debt (note C) - 2,125 Accounts payable - trade 479,224 749,693 Accrued liabilities Wages 32,140 26,163 Commissions 42,751 30,029 Regulatory fines - 46,258 Total cur. liabilities 1,203,236 1,353,389 COMMITMENTS AND CONT. (note D) - - STOCKHOLDERS' EQUITY (note A1) Common stock - authorized, 1,250,000 shares of no par value; issued and outstanding, 1,037,252 and 852,502 shares at December 31, 1994 and 1993, respectively 449,938 172,812 Accumulated deficit (232,208) (140,995) 217,730 31,817 $ 1,420,966 $1,385,206 Quality Care Pharmaceuticals, Inc. STATEMENTS OF OPERATIONS Year ended December 31, 1994 1993 1992 Net sales $ 4,930,542$ 4,179,728 $ 2,956,617 Cost of goods sold 3,451,602 3,005,852 2,217,014 Gross profit 1,478,940 1,173,876 739,603 Operating expenses Sales and marketing 560,188 378,693 232,518 General and administrative 796,431 851,647 452,529 Relocation expense - 37,542 - Compensation to organizers 138,409 15,060 - Abandonment of computer software/equipment - 136,054 - 1,495,028 1,418,996 685,047 Operating income (loss) (16,088) (245,120) 54,556 Other income (expense) Interest expense (61,228) (29,179) (6,448) Other (13,897) (3,036) 22,169 (75,125) (32,215) 15,721 NET INCOME (LOSS) $(91,213) $ (277,335) $70,277 The accompanying notes are an integral part of these statements. Quality Care Pharmaceuticals, Inc. STATEMENTS OF STOCKHOLDERS' EQUITY Year ended December 31, 1994, 1993 and 1992 Retained earnings Common stock (accumulated Shares Amount deficit) Total Balance at January 1, 1992 $637,500 $5,000 $15,981 $20,981 Net income for the year - - 70,277 70,277 Dividends - - (18,162) (18,162) Balance at December 31, 1992 637,500 5,000 68,096 73,096 Common stock issued (note A1) 215,002 322,503 - 322,503 Offering costs - (86,447) - (86,447) Net income (loss) for the year - - (277,335) (277,335) Transfer S corporation accumulated deficit to common stock upon termination of S corporation election - (68,244) 68,244 - Balance at December 31, 1993 852,502 172,812 (140,995) 31,817 Issuance of common stock 184,750 277,126 - 277,126 Net income (loss) for the year - - (91,213) (91,213) Balance at December 31, 1994$ 1,037,252 $449,938 $(232,208) $217,730 The accompanying notes are an integral part of these statements. Quality Care Pharmaceuticals, Inc. STATEMENTS OF CASH FLOWS Year ended December 31, 1994 1993 1992 Cash flows from operating activities Net income (loss) $ (91,213) $(277,335) $70,277 Adjustment to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization 42,302 28,277 7,286 Writedown of computer equipment - 136,054 - Common stock issued for services and fees 138,409 6,653 - Changes in assets and liabilities Decrease (increase) in accounts receivable 83,288 (172,456) (531,049) (Increase) in inventories (92,140) (76,109) (167,982) Decrease (increase) in prepaid expenses 7,324 (26,048) 25 (Decrease) increase in accounts payable (270,469) 170,789 460,201 (Decrease) increase in accrued liabilities (27,559) 68,008 30,230 Total adjustments (118,845) 135,168 (201,289) Net cash used in operating activities (210,058) (142,167) (131,012) Cash flows from investing activities Purchase of fixed assets (85,369) (335,083) (88,261) Proceeds from sale of fixed assets - 6,565 897 Net cash used in investing activities (85,369) (328,518) (87,364) The accompanying notes are an integral part of these statements. Quality Care Pharmaceuticals, Inc. STATEMENTS OF CASH FLOWS (CONTINUED) Year ended December 31, 1994 1993 1992 Cash flows from financing activities Payments on note payable $(651,246) $(306,479) $(75,291) Borrowings on note payable 799,120 608,764 250,849 Proceeds from private placement offering, net of issuance costs 138,717 236,056 - Dividends paid - (18,162) - Net change in bank overdraft - (28,951) 28,951 Net cash provided by financing activities 286,591 491,228 204,509 NET (DECREASE) IN CASH AND CASH EQUIVALENTS (8,836) 20,543 (13,867) Cash and cash equivalents at beginning of year 20,543 - 13,867 Cash and cash equivalents at end of year $ 11,707 $ 20,543 $ - Supplemental disclosures of cash flow information Cash paid during the year for Interest $ 61,228 $ 29,179 $ 6,448 The accompanying notes are an integral part of these statements. Quality Care Pharmaceuticals, Inc. NOTES TO FINANCIAL STATEMENTS December 31, 1994 and 1993 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the Company's significant accounting policies consistently applied in the preparation of the accompanying financial statements follows: 1. History and Business Activity The Company purchases pharmaceutical drugs from manufacturers and repackages them for sale into single-user prescription size packages. The Company's clients consist of private physicians, hospitals, group practices, managed care programs, pharmacies and other legally constituted medical facilities throughout the United States. On April 27, 1993 the Company filed a restated certificate of incorporation effectively changing the name of the Company to Quality Care Pharmaceuticals, Inc. and authorizing the issuance of 1,250,000 shares of common stock. In September, 1993, the existing shareholders of Physicians Remedy, Inc. (PRI) contributed all issued and outstanding shares of common stock in exchange for 637,500 shares of Quality Care Pharmaceuticals, Inc. common stock. PRI common stock and Treasury stock were canceled. This reorganization has been given retroactive treatment in the financial statements. During 1993 and 1994, 399,752 shares of common stock were issued pursuant to a private placement. Of these shares, 300,000 were issued for cash at $1.50 per share. The remaining 99,752 shares were issued for cash of $.15 share and services of $1.35 per share. The shares were actually issued in May, 1994, but have been considered to have been issued as the consideration for the shares received. Quality Care Pharmaceuticals, Inc. NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1994 and 1993 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 2. Inventories Inventories are stated at the lower of cost or market. Cost is determined principally by the first-in, first-out method as follows: 1994 1993 Raw materials $ 307,320 $ 176,200 Finished goods 60,210 99,190 $ 367,530 $ 275,390 3. Depreciation and Amortization Depreciation and amortization are provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated useful lives. Leasehold improvements are amortized over the lives of the respective leases or the service lives of the improvements, whichever is shorter. The straight-line method of depreciation is followed for substantially all assets for financial reporting purposes as follows: Estimated life Furniture and fixtures 5 - 7 years Warehouse and production equipment 7 years 4. Income Taxes Income taxes are recorded using the liability method. Deferred income taxes are provided for items which are reported for tax purposes in different periods than in the financial statements. Prior to the Company's reorganization, the Company was an S Corporation for tax purposes. Income taxes on taxable earnings were payable personally by the stockholders through the date of the reorganization. Quality Care Pharmaceuticals, Inc. NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1994 and 1993 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 5. Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid cash investments with an original maturity of three months or less to be cash equivalents. NOTE B - NOTES PAYABLE The Company maintains a $650,000 bank line of credit. The credit line is collateralized by inventories and trade accounts receivable. Borrowings under the line of credit which bear interest at the prime rate plus 2.5% and 3% were $649,121 and $499,121 at December 31, 1994 and 1993, respectively. The prime rate of interest was 8.5% at December 31, 1994. The line-of-credit was originally due May 8, 1995. The Company obtained an extension through July 16, 1995. The bank note agreement has covenants requiring the Company to meet certain financial ratios. As of December 31, 1994 and 1993, the Company was not in compliance with certain covenants relating to the line of-credit. NOTE C - LONG-TERM DEBT Long-term debt at December 31, 1993 consisted of: Note payable to bank $2,125 Less current maturities 2,125 $ - The note payable was due in monthly installments of $312. Quality Care Pharmaceuticals, Inc. NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1994 and 1993 NOTE D - COMMITMENTS AND CONTINGENCIES The Company leases office and facility space, and equipment under operating lease arrangements. Total lease payments were $76,675, $63,602 and $42,060 for the years ended December 31, 1994, 1993 and 1992, respectively. The minimum rental commitments under the noncancelable lease are as follows: Year ending December 31, 1995 $ 65,174 1996 62,115 1997 27,193 Total minimum payment required $ 154,482 The Company operates and is licensed by the Federal Food and Drug Administration (FDA), the State of California and the Drug Enforcement Agency (DEA). The Company must comply with regulatory requirements Should it violate such requirements, its ability to operate could be suspended or terminated. Management believes it has the control system and policies in place so that it will fully comply with regulatory requirements. NOTE E - INCOME TAXES The provision for income taxes differs from the amount determined by applying the statutory rate to net income before taxes, due to the following reasons: 1994 1993 Income tax expense (benefit) at statutory rate $(35,000) $(106,000) Tax effect of S corporation loss - 52,000 Compensation to organizers 52,500 - Other - 30,500 17,500 (75,500) Change in valuation allowance (17,500) 75,500 Income tax expense $ - $ - Quality Care Pharmaceuticals, Inc. NOTES TO FINANCIAL STATEMENTS (CONTINUED) December 31, 1994 and 1993 NOTE E - INCOME TAXES (CONTINUED) Net deferred taxes are comprised of the following: 1994 1993 Assets Commissions accrued $ 10,000 $ 11,500 Salaries accrual 12,000 10,000 Net operating loss carryforward 36,000 54,000 58,000 75,500 Valuation allowance (58,000) (75,500) $ - $ - The Company has a net operating loss carryforward of approximately $100,000 at December 31, 1994. NOTE F - RELATED PARTY TRANSACTIONS A shareholder of the Company controls a corporation which performs the marketing and sales of the Company's products. Commissions paid for services rendered were $286,319 and $239,637 in 1994 and 1993, respectively. At December 31, 1994 and 1993, the Company owed this corporation $26,231 and $30,029, respectively. NOTE G - MAJOR CUSTOMERS The Company had sales of approximately 13% of total sales to one customer in 1994. No sales to one customer exceeded 10% in 1993 and 1992. EXHIBIT B PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF GOLDEN PHARMACEUTICALS, INC. AND QUALITY CARE PHARMACEUTICALS, INC. The following pro forma consolidated financial statements of Golden Pharmaceuticals, Inc. (Golden) and Quality Care Pharmaceuticals, Inc. (Quality Care) for the year ended August 31, 1994 and for the nine-months ended May 31, 1995 are presented as if the merger had occurred on September 1, 1993. The pro forma consolidated balance sheet assumes the merger occurred as of May 31, 1995. The merger is to be treated as a purchase transaction. The pro forma consolidated financial statements are derived from the respective historical financial statements of Golden and Quality Care. The pro forma balance sheet combines Golden's May 31, 1995 consolidated balance sheet with Quality Care's May 31, 1995 balance sheet. The pro forma consolidated statements of income combine Quality Care's historical statement of earnings for the year ended December 31, 1994 and the nine- month period ended May 31, 1995 with Golden's historical consolidated statement of income for the year ended August 31, 1994 and the nine-month period ended May 31, 1995. Accordingly sales and net income of Quality Care for the period September 1, 1994 through December 31, 1994 of $1,865,877 and $70,708 respectively have been included both as part of the year and subsequent interim period. The pro forma data is presented for informational purposes only and may not be indicative of the future results of operations and financial position of the Company or what the results of operations and financial position of the Company would have been had the merger occurred immediately prior to the periods indicated. Assumptions underlying the pro forma adjustments are described in the accompanying notes which should be read in conjunction with the statements. These statements should also be read in conjunction with the attached financial statements of Quality Care and notes thereto. Golden Pharmaceuticals, Inc. And Subsidiary Pro Forma Consolidated Balance Sheet As of May 31, 1995 Historical Golden Quality Care Pharm.,Inc. Pharm., Inc. Debit Credit ProForma Assets Current Assets: Cash $ 115,773 $ 84,491 $ 200,264 Accounts Rec. 292,832 920,347 60,000 1) 1,153,179 Inventories 66,573 478,128 544,701 Prepaid exp. 204,459 61,408 275,000 1) 428,511 1) 112,356 Deferred tax 434,243 0 434,243 Interco Rec. 11,000 0 11,000 3) 0 Note Rec. 165,000 0 165,000 Total Current Assets 1,289,880 1,544,374 275,000 499,511 2,609,704 Property, Plant & Equipment: Land 148,000 0 148,000 Building and improv. 822,224 146,842 77,380 1) 891,686 Prod. machinery 416,654 262,033 678,687 Office furn. & fix 739,789 232,864 972,653 Vehicles 19,017 0 19,017 2,145,684 641,739 0 77,380 2,710,043 Less accumulated depreciation (1,620,121) (121,389) 18,872 1) (1,722,635) Total P,P&E 525,563 520,353 18,872 77,380 987,408 Goodwill 0 0 3,642,954 1) 3,642,954 Investment in Sub. 0 0 Deferred taxes-LT 65,757 65,757 Total Assets $ 1,881,200 $ 2,064,727 $ 3,936,826 $ 576,891 $ 7,305,862 Golden Pharmaceuticals, Inc. And Subsidiary Pro Forma Consolidated Balance Sheet As of May 31, 1995 Historical Golden Quality Care Pharm.,Inc. Pharm., Inc. Debit Credit ProForma Liabilities and Stockholders' Equity Current Liabilities: Current maturities long term debt $170,724 0 170,724 1) 80,000 1) $80,000 Credit line 0 649,121 649,121 1) 343,454 1) 343,454 Accounts payable 157,754 803,828 961,582 Lease payable 0 206,489 206,489 Interco payable 0 11,000 11,000 3) 0 Accrued exp. 52,582 114,504 16,5211) 150,565 Total Current Liabilities 381,060 1,784,942 847,366 423,454 1,742,090 Long term debt 256,368 0 256,368 4,320,000 1) 4,320,000 Stockholders' Equity Common stock 21,288,851 449,938 449,938 3) 21,288,851 Preferred stock 292,558 0 292,558 Dividends on PS 411,214 0 411,214 Accum deficit (20,748,851) (170,153) 170,153 3) (20,748,851) Total Stockholder's Equity 1,243,772 279,785 449,938 170,153 1,243,772 Total Liabilities and Stockholders' Equity $ 1,881,200 $ 2,064,727 $ 1,553,672 $ 4,913,607 $ 7,305,862 Golden Pharmaceuticals, Inc. And Subsidiary Pro Forma Consolidated Statement of Income For Nine Months Ended May 31, 1995 Historical Golden Quality Care Pharm.,Inc. Pharm., Inc. Debit Credit ProForma Net Sales $ 2,721,860 $ 4,567,641 $7,289,201 Cost of Sales 1,246,520 3,242,385 4,488,905 Gross Margin 1,475,340 1,324,956 2,800,296 Selling, G&A 853,265 1,050,357 154,271 2) 2,057,893 Operating Income 622,075 274,599 154,271 0 742,403 Other Income/(expense) Interest expense (41,642) (56,116) 408,223 2) 97,758 2) (408,223) Other income 8,949 (1,648) 7,301 Total Other Income/(Expense) (32,693) (57,764) 408,223 97,758 (400,922) Income Before Income Taxes and Extraordinary Items 589,382 216,835 562,494 97,758 341,481 Income Tax (Benefit)/Expense 7,006 0 0 0 7,006 Income Before Extraordinary Items 582,376 216,835 562,494 97,758 334,475 Extraordinary Items Settlement of trade a/p 99,677 99,677 Net Income $ 682,053 $ 216,835 $ 562,494 $ 97,758 $ 434,152 Pro Forma earnings per share $ * Weighted average number of shares outstanding 107,382,020 * - less than $.01 per share Golden Pharmaceuticals, Inc. And Subsidiary Pro Forma Consolidated Statement of Income For Year Ended August 31, 1994 Historical Golden Quality Care Pharm., Inc. Pharm., Inc. FYE 8/31/94 FYE 8/31/94 Debit Credit ProForma Net Sales $ 3,451,020 $ 4,930,542 $8,381,562 Cost of Sales 1,584,864 3,451,602 5,036,466 Gross Margin 1,866,15 1,478,940 3,345,096 Selling, G&A 1,037,502 1,495,028 182,148 2) 2,057,893 Operating Income 828,654 (16,088) 182,148 0 630,418 Other Income/(expense) Interest expense (83,949) (61,228) 543,097 2) 145,177 2) (543,097) Other income 7,847 (13,897) (6,050) Total Other Income/(Expense) (76,102) (75,125) 543,097 145,177 (549,1472) Income Before Income Taxes and Extraordinary Items 752,552 (91,213) 725,245 145,177 81,271 Income Tax (Benefit)/Expense (500,000) 0 0 0 (500,000) Income Before Extraordinary Items 1,252,552 (91,213) 725,245 145,177 581,271 Extraordinary Items Settlement of trade a/p 76,560 76,560 Net Income $ 1,329,112 $ (91,213) $ 725,245 $ 145,177 $ 657,831 Pro Forma earnings per share $ * Weighted average number of shares outstanding 76,754,249 * - less than $.01 per share NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Pro forma adjustments consist of the following: 1) Allocation of purchase price adjusting assets and recognizing intangibles and revised debt structure. 2) Interest expense related revised debt structure and amortization of goodwill on the straight line method over twenty years. 3) Elimination of Intercompany Accounts. October 20, 1995 Securities and Exchange Commission Filing Desk 450 Fifth Street, N.W. Washington, D.C. 20549 Re:Golden Pharmaceuticals, Inc. Ladies and Gentlemen: Transmitted herewith for filing please find Golden Pharmaceuticals, Inc.'s Amended Current Report on Form 8-K/A-1 dated August 7, 1995. Should you have any comments, please do not hesitate to call the undersigned at (303) 297-2400. Sincerely, Deborah A. Hogan -----END PRIVACY-ENHANCED MESSAGE-----