-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, P/4YfVv6w/YCKNsKsE4cl1oaavhTyteuu9hpn0wfK0simIpTIGQmqJRHa0u4GQId PWspqTpxLw9p7OlbHV69Pw== 0000950123-94-000735.txt : 19940414 0000950123-94-000735.hdr.sgml : 19940414 ACCESSION NUMBER: 0000950123-94-000735 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940228 FILED AS OF DATE: 19940411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE INC/NEW CENTRAL INDEX KEY: 0000354604 STANDARD INDUSTRIAL CLASSIFICATION: 8051 IRS NUMBER: 521200376 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08195 FILM NUMBER: 94522176 BUSINESS ADDRESS: STREET 1: 10750 COLUMBIA PIKE CITY: SILVER SPRING STATE: MD ZIP: 20901 BUSINESS PHONE: 3016819400 FORMER COMPANY: FORMER CONFORMED NAME: MANOR CARE HOLDING CO DATE OF NAME CHANGE: 19810826 10-Q 1 MANOR CARE, INC. 10-Q FOR QUARTER ENDED 2/28/94 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 1994 ----------------------- ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ------ to ------- MANOR CARE, INC. ---------------- COMMISSION FILE NUMBER 1-8195 ----------------------------- Incorporated in Delaware E.I.#52-1200376 - ------------------------ --------------- 10750 Columbia Pike, Silver Spring, Maryland 20901 - -------------------------------------------------- Telephone: (301) 681-9400 - --------- Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ------ 62,358,475 Common Shares were outstanding as of April 8, 1994. This report contains 11 pages. 2 PART I. FINANCIAL INFORMATION FINANCIAL STATEMENTS MANOR CARE, INC. AND SUBSIDIARIES The consolidated balance sheet as of February 28, 1994, the consolidated statements of income for the three and nine month periods ended February 28, 1994 and 1993, and the consolidated statements of cash flows for the nine months ended February 28, 1994 and 1993, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows at February 28, 1994 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's May 31, 1993 annual report to shareholders, previously filed with the Commission. The results of operations for the three and nine month periods ended February 28, 1994 and 1993, and cash flows for the nine months ended February 28, 1994 and 1993, are not necessarily indicative of the operating results or cash flows for the full year. 2 3 MANOR CARE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands)
February 28, 1994 May 31, 1993 ----------------- ------------ (Unaudited) (Note) ASSETS Current assets Cash and cash equivalents $ 56,895 $ 80,844 Receivables (net of allowances of $21,081 and $16,501) 84,889 82,820 Inventories 13,885 13,489 Current deferred income tax benefit 6,381 6,381 Prepaid expenses 16,238 9,374 Other assets 1,592 1,351 --------- --------- Total current assets 179,880 194,259 --------- --------- Property and equipment, at cost Land 91,314 80,944 Building and improvements 780,479 749,261 Capitalized leases 18,991 18,991 Furniture, fixtures and equipment 178,448 168,321 Facilities in progress 18,635 11,762 --------- --------- 1,087,867 1,029,279 Less accumulated depreciation (295,552) (275,533) --------- --------- Net property and equipment 792,315 753,746 --------- --------- Lodging franchise rights 65,176 67,343 Other assets 106,305 91,158 --------- --------- $1,143,676 $1,106,506 ========= =========
NOTE: The balance sheet at May 31, 1993 has been taken from the audited financial statements at that date. 3 4 MANOR CARE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands)
February 28, 1994 May 31, 1993 ----------------- ------------ (Unaudited) (Note) LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Current portion of long-term debt $ 5,753 $ 45,338 Accounts payable 45,152 44,504 Accrued expenses 106,955 85,377 Income taxes payable 6,875 5,254 --------- -------- Total current liabilities 164,735 180,473 --------- -------- Mortgage and other long-term debt 114,824 124,838 --------- -------- Subordinated long-term debt 157,556 255,600 --------- -------- Deferred Income Taxes and Other 194,310 183,601 --------- -------- Stockholders' Equity Capital stock 6,543 6,047 Contributed capital 167,051 68,471 Retained earnings 381,184 329,532 Cumulative translation adjustment 3 352 Treasury stock, at cost (42,530) (42,408) --------- --------- Total stockholders' equity 512,251 361,994 --------- --------- $1,143,676 $1,106,506 ========= =========
NOTE: The balance sheet at May 31, 1993 has been taken from the audited financial statements at that date. 4 5 MANOR CARE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (unaudited) (in thousands, except per-share data)
Three Months Ended Nine Months Ended February 28, February 28, --------------------- -------------------- 1994 1993 1994 1993 -------- --------- -------- -------- Revenues Healthcare, net $231,503 $209,732 $676,878 $611,107 Lodging 52,568 35,213 176,446 132,945 -------- -------- -------- -------- Total revenues 284,071 244,945 853,324 744,052 -------- -------- -------- -------- Expenses Healthcare 175,488 159,030 513,665 464,139 Lodging 40,836 26,952 127,323 93,933 Depreciation & amortization 16,766 15,395 49,196 45,004 General corporate 17,658 15,927 49,202 42,873 -------- -------- -------- -------- Total expenses 250,748 217,304 739,386 645,949 -------- -------- -------- -------- Income from operations 33,323 27,641 113,938 98,103 -------- -------- -------- -------- Other income (expenses) Interest income and other 440 1,412 1,502 2,846 Gain on sale of property - - 7,978 - Interest expense (7,312) (9,807) (24,564) (27,669) -------- -------- -------- -------- Total other (expenses), net (6,872) (8,395) (15,084) (24,823) -------- -------- -------- -------- Income before income taxes and extraordinary item 26,451 19,246 98,854 73,280 Income taxes 10,800 7,400 43,200 28,200 -------- -------- -------- -------- Income before extraordinary item 15,651 11,846 55,654 45,080 Extraordinary item (debt redemption, net of income taxes of $1,851) - (3,019) - (3,019) -------- -------- -------- -------- Net income $ 15,651 $ 8,827 $ 55,654 $ 42,061 ======== ======== ======== ======== Average shares outstanding 62,450 57,569 59,854 57,449 ======== ======== ======== ======== Income per share of common stock* Income before extraordinary item $ .25 $ .21 $ .93 $ .79 Extraordinary item (debt redemption) - (.05) - (.05) -------- -------- -------- -------- Net income per share of common stock $ .25 $ .15* $ .93 $ .73* ======== ======== ======== ========
* Does not add due to rounding. 5 6 MANOR CARE, INC., AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands)
Nine Months Ended February 28, February 28, 1994 1993 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 55,654 $ 42,061 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 49,196 45,004 Amortization of debt discount 864 644 Provision for bad debts 9,300 6,408 Increase in deferred taxes 5,877 2,263 Gain on sale of facilities (7,978) - Changes in assets and liabilities (excluding sold facilities): Change in accounts receivable (11,287) (5,637) Change in inventory and other current assets (6,874) (2,345) Change in accounts payable and accrued expenses 21,806 (3,593) Change in income taxes payable 1,621 1,660 Change in other liabilities 2,893 1,951 -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 121,072 88,416 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Investment in property and equipment (58,460) (67,932) Purchase of operating pharmacies (7,250) (29,188) Purchase of operating hotels (27,250) (12,386) Investment in a healthcare business (10,000) - Proceeds from sale of facilities 15,630 - Other items, net (2,775) 5,574 -------- -------- NET CASH UTILIZED BY INVESTING ACTIVITIES (90,105) (103,932) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of ten year notes - 150,000 Principal payments of debt (52,899) (157,734) Proceeds from exercise of stock options 1,985 1,088 Issuance/purchase of common stock for treasury - 137 Dividends paid (4,002) (3,783) -------- -------- NET CASH UTILIZED BY FINANCING ACTIVITIES (54,916) (10,292) -------- -------- CHANGE IN CASH AND CASH EQUIVALENTS (23,949) (25,808) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 80,844 83,101 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 56,895 $ 57,293 ======== ========
6 7 MANOR CARE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED FEBRUARY 28, 1994 (unaudited) Long-Term Debt - -------------- During the nine months ended February 28, 1994, the Company repaid approximately $53 million of debt. Included in this amount was approximately $3 million related to the Company's redemption of the $99 million of 6-3/8% Convertible Subordinated Debentures due 2011 on October 25, 1993. The remaining $96 million were converted, at the election of the bondholders, into common stock at a conversion price per share of $20.31. Pursuant to these conversions, 4,743,522 shares of common stock were issued. On November 20, 1992 the Company issued $150 million of 9-1/2% Senior Subordinated Notes due 2002. The proceeds of this offering were primarily used to redeem in January 1993 the $125 million of 11-3/8% Senior Subordinated Notes due 1998. Also during the nine months ended February 28, 1993, the Company repaid approximately $33 million of other debt. Acquisitions, Divestitures and Sales of Property - ------------------------------------------------ In August 1992 the Company's 82% owned institutional pharmacy subsidiary, Vitalink Pharmacy Services, Inc., purchased a pharmacy located in Baltimore, Maryland, servicing 2,600 institutional beds for approximately $3.5 million. In December 1992 Vitalink also purchased a pharmacy business in New Jersey, servicing over 9,000 institutional beds, for approximately $25 million. In August 1993 a pharmacy business in Oregon was purchased for approximately $5.0 million. In December 1993 a pharmacy business in Colorado was purchased for approximately $2.2 million. In April 1993 two nursing facilities were sold for $5.2 million. The realized gain from this sale was immaterial. In July 1993 three nursing facilities were sold for $15.6 million with a pre-tax gain of approximately $8.0 million. In December 1993 the Company made a $10 million investment for a minority interest in a physician practice management business. During fiscal year 1993, the Company purchased seven operating hotels containing a total of 1,306 rooms for approximately $25 million. In the first nine months of fiscal 1994, eight operating hotels were purchased containing a total of 1,214 rooms for approximately $27 million. An additional two hotels were purchased in fiscal 1994 which are in the process of being converted to assisted living facilities. 7 8 MANOR CARE, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources - ------------------------------- Available cash balances of $57 million as of February 28, 1994 and unused lines of credit of $162 million are considered adequate to ensure sufficient liquidity and capital resources for the foreseeable future. Results of Operations - --------------------- Income before extraordinary item for the three months ended February 28, 1994 was $15.7 million or $.25 per share as compared to $11.8 million or $.21 per share reported in the prior year quarter. For the nine months ended February 28, 1994, income before extraordinary item amounted to $55.7 million or $.93 per share as compared to the prior year's $45.1 million or $.79 per share. The prior year results include a one-time, extraordinary after tax charge of $3.0 million relating to the early redemption of $125 million of 11-3/8% Senior Subordinated Notes due 1998. Net income after extraordinary loss from early debt redemption for the three months and nine months ended February 28, 1993 amounted to $8.8 million or $.15 per share and $42.1 million or $.73, respectively. Income from operations for the three and nine month periods ended February 28, 1994 was $33.3 million and $113.9 million, respectively. This compares to income from operations in the same periods last year of $27.6 million and $98.1 million, respectively. Gross profit for the healthcare division for the three and nine months ended February 28, 1994, increased $5.3 million and $16.2 million, respectively, when compared with the same periods last year. For the three and nine months ended February 28, 1994, healthcare revenues and operating expenses rose 10% and 11%, respectively. The improvement in gross profit was primarily due to the maturing of the new facilities opened as part of the Company's internal development program as well as the expansion of value added services. 8 9 MANOR CARE, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations (continued) - --------------------------------- Gross profit for the lodging division for the three and nine month periods ended February 28, 1994 increased $3.5 million and $10.1 million, respectively, when compared to the same periods last year. Lodging revenues increased 49% and 33% and lodging expenses increased 52% and 36% for the three and nine month periods, respectively. Significant increases in revenues and expenses are due to the recent purchases of hotels. Furthermore, operating profits have increased due to the economy's gradual recovery which has stimulated demand for the Company's economy and mid-market lodging brands. Depreciation and amortization increased $1.4 and $4.2 million for the three and nine month periods ended February 28, 1994, respectively, due to the lodging acquisitions and increases in property and equipment resulting from additions and renovations to existing facilities during the past twelve months. General Corporate expenses for the three and nine months ended February 28, 1994 increased $1.7 million and $6.3 million, respectively, when compared to the same periods last year. These increases were primarily due to general inflation and increased payroll and benefits costs relating to various programs. Interest expense for the three and nine months ended February 28, 1994 decreased $2.5 million and $3.1 million, respectively, when compared to the same periods last year. The net decrease is primarily due to the early redemption and conversion of the $99 million of 6-3/8% debentures on October 25, 1993. Interest capitalized, in conjunction with construction programs, amounted to $.4 million and $2.2 million in the nine months ended February 28, 1994 and 1993, respectively. 9 10 MANOR CARE, INC. AND SUBSIDIARIES PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10-1 - Agreement dated as of February 11, 1994 between Choice Hotels International, Inc. and Frederick W. Mosser. (b) There were no reports filed on Form 8-K for the three months ended February 28, 1994. 10 11 MANOR CARE, INC. AND SUBSIDIARIES SIGNATURES 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. MANOR CARE, INC. (Registrant) Date: April 8, 1994 By: James A. MacCutcheon ------------- Senior Vice President and Chief Financial Officer Date: April 8, 1994 By: James H. Rempe ------------- Senior Vice President General Counsel and Secretary Date: April 8, 1994 By: Margarita Schoendorfer ------------- Vice President and Corporate Controller
11 12 EXHIBIT INDEX 10-1 - Agreement dated as of February 11, 1994 between Choice Hotels International, Inc. and Frederick W. Mosser. EX-10.1 2 AGREEMENT DATED FEBRUARY 11,1994 1 EXHIBIT 10.1 SETTLEMENT AGREEMENT Frederick W. Mosser and Choice Hotels International, Inc. have reached the following Agreement as of February 11, 1994. In this Agreement, "Employee" refers to Frederick W. Mosser. "Company" refers to Choice Hotels International, Inc. 1. Termination of Employment. Employee's employment agreement dated as of July 31, 1991 and employment will terminate on March 11, 1994. Employee's job duties will terminate on February 11, 1994. Employee hereby resigns as an officer and director of the Company and its affiliated corporations effective February 11, 1994. Upon termination of employment, Employee will return to Company any property owned by Company, including credit cards, keys to buildings and non-public materials, except that pursuant to the terms set forth in paragraph 2(J) below Employee may continue to use his company car until his final departure from Germany to the United States (not later than July 1, 1994). 2. Benefits. Company will pay Employee the following benefits: A) Salary through March 11, 1994, with usual deductions taken (i.e., health insurance premium, FICA and income tax withholding, as applicable). B) Earned vacation pay, with usual deductions taken. C) Approved business expenses incurred through March 11, 1994, according to Company's policies. 2 D) An additional amount equal to US $500,000, payable on or before February 28, 1994 with usual deductions taken. E) Company will pay for Employee's US, Maryland and German income tax preparation for 1993 and 1994. F) Company will indemnify Employee against Maryland income taxes assessed for all years or partial years that Employee has been employed by Company in Germany. Furthermore, Employee's liability to the Company, if any, for taxes due for 1993 and 1994 pursuant to his employment agreement dated as of July 31, 1991 and letter of understanding dated June 19, 1991 is hereby waived by the Company. G) Company will pay the reasonable costs of moving Employee, his family and household goods back to the US and will also pay the reasonable costs of delivery of household goods stored while Employee has been employed by Company in Germany. H) Company will pay the reasonable costs of restoring Employee's home in Bethesda, Maryland to the condition at the beginning of the present tenant's tenancy (reasonable wear and tear excepted) upon the present tenant's vacating the premises in or about September 1994. I) Company will pay the reasonable costs of restoring Employee's rental house in Germany to the condition at the beginning of the Employee's tenancy (reasonable wear and tear excepted) upon his vacating it in about June 1994. J) Employee will be allowed the continued use, with all operating expenses to be borne by Employee, of his company car 2 3 until July 1, 1994 or until his departure from Germany to the US, whichever first occurs. Employee understands that these benefits are all Employee is entitled to receive from Company except for rights under stock option agreements presently vested or which vest prior to termination of employment and further except for retirement or profit- sharing benefits to which Employee may be entitled under Company's standard program, if any. Employee will receive no further wages, vacation or other similar payments from Company. Employee agrees that the payments and benefits set forth herein are more than Company is required to pay under its normal policies and procedures. 3. Complete Release. Employee agrees to release Company, its parent, and any related companies, subsidiaries and affiliates, and the officers, directors, employees and agents of all of them, from all claims or demands Employee may have based on Employee's employment with Company or the termination of that employment except for claims for benefits under this Agreement. This includes a release of any rights or claims Employee may have under the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; and any 3 4 other federal, state or local laws or regulations prohibiting employment discrimination. This also includes a release by Employee of any claims for personal injuries, wrongful discharge, compensation and benefits, expenses, bonuses, or any other employee rights or benefits. This release does not include a release of Employee's right, if any, to retirement or profit-sharing benefits under Company's standard programs, if any. This Agreement covers both claims Employee knows about and those he or she may not know about. Employee assumes the risk of any and all unknown claims which may exist at the time he or she signs this Agreement, and agrees that this Agreement shall apply to any and all known and unknown claims. 4. Future Lawsuits. Employee promises never to file a lawsuit asserting any claims that are released in Paragraph 3 of this Agreement. Employee further agrees not to assist any other person in bringing any action, claim or demand against Company and agrees not to make derogatory remarks about Company. Employee agrees to assist Company at Company's expense in any lawsuit or claim arising from circumstances that took place during Employee's employment, to the extent reasonably necessary to protect Company's interests, and Company will reimburse Employee's reasonable expenses in connection therewith. 5. Business Information of Company. Employee agrees that for a period of twenty-four (24) months from the date of termination of employment, he or she shall not directly or 4 5 indirectly, or cause others to: (1) make use of or disclose to others any non-public information relating to the business of Company and its affiliates, including but not limited to present or prospective clients, franchises, management contracts, development plans, acquisitions, operating data or Company policies; (2) without Company's prior written consent, offer employment to or employ on behalf of any other person or entity, any person who is an employee of Company or its affiliates on the date hereof, or induce such person, directly or indirectly, to leave his or her employment; or (3) solicit franchisees, customers or clients of Company or its affiliates, or otherwise induce such persons, directly or indirectly, to terminate or reduce their business with Company. 6. Non-Admission of Liability. Company makes this Agreement to avoid the cost of defending against any possible lawsuit. By making this Agreement, Company does not admit that it has done anything wrong. 7. Non-Release of Future Claims. This Agreement does not waive or release any rights or claims that Employee may have under the Age Discrimination in Employment Act which arise after the termination of Employee's employment. 8. Consequences of Employee Violation of Promises. If Employee breaks Employee's promise in Paragraph 4 of this Agreement and files a lawsuit based on claims that Employee has released, 5 6 Employee will pay for all costs incurred by Company, any related companies, or the officers, directors, employees or agents of any of them, including reasonable attorneys' fees, in defending against Employee's claim. 9. Period for Review and Consideration of Agreement. Employee understands that Employee has been given a period of twenty-one (21) days to review and consider this Agreement before signing it. Employee further understands that Employee may use as much of this twenty-one (21) day period as Employee wishes prior to signing this Agreement. 10. Encouragement to Consult with Attorney. Employee is strongly encouraged to consult with an attorney before signing this Agreement. Employee understands that whether or not to do so is Employee's decision. 11. Employee's Right to Revoke Agreement. Employee may revoke this Agreement within seven (7) days of Employee's signing it. Revocation can be made by delivering a written notice of revocation to Gerald W. Petitt, President, Choice Hotels International, Inc., at 10750 Columbia Pike, Silver Spring, Maryland 20901. For this revocation to be effective, written notice must be received by Gerald W. Petitt no later than the close of business on the seventh (7th) day after Employee signs this Agreement. If Employee does not sign this Agreement within the 6 7 time period set forth in Paragraph 9, or revokes this Agreement, it shall not be effective or enforceable and Employee will not receive the benefits described in Paragraphs 2(D), (I) and (J). 12. Termination of Employment. Employee acknowledges that, if this Agreement becomes effective, Employee's employment with Company will end irrevocably and forever and will not be resumed. 13. Entire Agreement. This is the entire Agreement between Employee and Company. Company has made no promises to Employee other than those in this Agreement. EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
EMPLOYEE CHOICE HOTELS INTERNATIONAL, INC. /s/ Frederick W. Mosser By: /s/ Gerald W. Petitt - ------------------------------- ---------------------------------- Frederick W. Mosser Gerald W. Petitt, President Date: February 11, 1994 Date: February 11, 1994 /s/ Everett F. Casey /s/ Everett F. Casey - ------------------------------- ------------------------------------- Witness Attest Asst. Secy.
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