-----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, P8KA8FZQ4jMUjvTyBWQQbvZf6bR8eEMQ5GELAO9/95TnZGtqTHeQs6WI/7JeyzFS bDhAIb8FcWAw2PNvC5yNeg== 0001021890-96-000025.txt : 19961120 0001021890-96-000025.hdr.sgml : 19961120 ACCESSION NUMBER: 0001021890-96-000025 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960731 FILED AS OF DATE: 19961115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISCHER WATT GOLD CO INC CENTRAL INDEX KEY: 0000844788 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 880227654 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-17386 FILM NUMBER: 96666979 BUSINESS ADDRESS: STREET 1: 1410 CHERRYWOOD DRIVE CITY: COEUR DALENE STATE: ID ZIP: 83814 BUSINESS PHONE: 2086646757 MAIL ADDRESS: STREET 2: 1410 CHERRYWOOD DRIVE CITY: COEUR DALENE STATE: ID ZIP: 83814 10QSB 1 QUARTERLY REPORT ON FORM 10-QSB U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JULY 31, 1996 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 0-17386 FISCHER-WATT GOLD COMPANY, INC. -------------------------------------- (Exact name of small business issuer as specified in its charter) NEVADA 88-0227654 --------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 1621 North 3rd Street, Suite 1000, Coeur d'Alene, ID 83814 ---------------------------------------------------------- (Address of principal executive offices) (208) 664-6757 ------------------------- (Issuer's telephone number) Check whether the issuer (l) 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 [ } No [X] The number of shares of Common Stock, $0.001 par value, outstanding as of September 30, 1996 was 31,196,760. Transition Small Business Disclosure Format (check one): Yes [ ] No [X] Part 1 - Financial Information Item 1. Financial Statements
FISCHER-WATT GOLD COMPANY, INC. CONSOLIDATED BALANCE SHEETS July 31, ASSETS 1996 (Unaudited) CURRENT ASSETS: Cash ................................................... 2,222,000 Certificate of Deposit ................................. 500,000 Accounts receivable .................................... 504,000 Due from related parties ............................... 455,000 Inventories ............................................ 620,000 Prepaid Expenses ....................................... 24,000 ------------ Total current assets ................................. 4,325,000 MINERAL INTERESTS, net ................................... 3,118,000 PLANT, PROPERTY, AND EQUIPMENT ........................... 1,822,000 LESS ACCUMULATED DEPRECIATION ............................ (169,000) ------------ 1,653,000 FOREIGN TAX REFUNDS ...................................... 647,000 OTHER ASSETS ............................................. 50,000 ------------ Total assets ......................................... 9,793,000 ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses ................................. 1,794,000 Notes payable to others ................................ 400,000 Notes payable to banks ................................. 285,000 Income taxes payable ................................... 91,000 ------------ Total liabilities ...................................... 2,570,000 COMMITMENTS AND CONTINGENCIES, Notes 1,3 SHAREHOLDERS' EQUITY: Preferred Stock, non-voting, convertible, $2.00 par value, 250,000 shares authorized; 0 shares outstanding. Common stock, $0.001 par value, 50,000,000 shares authorized; 31,196,760 shares outstanding at July 1996 ......................................... 31,000 Additional paid-in capital ............................. 12,722,000 Foreign Currency translation adjustments .......................................... 465,000 Deficit ................................................ (5,995,000) ------------ Total shareholders' (deficit) equity ..................... 7,223,000 ------------ Total liabilities and shareholders' equity ................................... $ 9,793,000 ------------
The accompanying notes are an integral part of these balance sheets. 2
FISCHER-WATT GOLD COMPANY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Six Months Ended July 31, July 31, 1996 1995 1996 1995 ------ ------ ------ ------ SALES OF PRECIOUS METALS ....................................... $ 913,000 -0- $ 1,969,000 4 -0- COSTS APPLICABLE TO SALES ...................................... (626,000) -0- 2,001,000 -0- ------------ ------------ ------------ ------------ PROFIT (LOSS) FROM MINING ...................................... 287,000 -0- (32,000) -0- GAIN ON SALE OF MINERAL INTEREST ............................... -0- 641,000 -0- 641,000 LOSS ON SALE OF ASSETS ......................................... -0- -0- -0- -0- COSTS AND EXPENSES: Abandoned and impaired mineral interests .......................................... -0- 157,000 3,000 179,000 Selling, general and administrative .......................... 565,000 94,000 834,000 163,000 Exploration .................................................. 150,000 -0- 216,000 3,000 ------------ ------------ ------------ ------------ 715,000 251,000 1,053,000 345,000 ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE): Interest income (expense) .................................... 33,000 (2,000) 59,000 (24,000) Unrealized gain on trading securities ........................ -0- 156,000 -0- 206,000 Other (expense) income ....................................... 16,000 35,000 11,000 24,000 Currency exchange losses, net ................................ (190,000) -0- (300,000) -0- ------------ ------------ ------------ ------------ (141,000) 189,000 (230,000) 206,000 ------------ ------------ ------------ ------------ Net (loss) income before income taxes .......................... (569,000) 579,000 (1,315,000) 502,000 TAX PROVISION .................................................. -0- (10,000) -0- (11,000) ------------ ------------ ------------ ------------ NET (LOSS) INCOME .............................................. $ (569,000) $ 569,000 $ (1,315,000) $ 491,000 ------------ ------------ ------------ ------------ (LOSS) INCOME PER SHARE AND COMMON EQUIVALENT .............................................. $ (.02) $ .05 $ (.05) $ .04 ------------ ------------ ------------ ------------ WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING .............................. 31,190,360 12,588,000 28,305,427 12,588,000 ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these statements 3
FISCHER-WATT GOLD COMPANY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended July 31, 1996 1995 ------- ------ Net cash provided by (used in) operating activities .............. $(2,308,000) $ 48,000 ----------- ----------- Net cash (used in) provided by investing activities .............. (354,000) 61,000 ----------- ----------- Net cash provided by financing activities .............. 4,618,000 9,000 ----------- ----------- NET INCREASE IN CASH .................... 1,956,000 118,000 CASH, at beginning of period ............ 266,000 6,000 CASH, at end of period .................. $ 2,222,000 $ 124,000 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest ...................... $ 24,000 $ 2,000 Cash paid during the period for taxes 50,000 -0- SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT NONCASH ACTIVITIES: Application of bonus on unproven property to offset accrued interest expense .................. $ -0- $ 25,000 Cost basis of trading securities sold in connection with loss on trading securities ................ $ -0- $ 218,000 Short-term debt eliminated in connection with sale of mineral interest .................. $ -0- $ 500,000 Cost basis in mineral interest sold in connection with short- term debt eliminated .............. $ -0- $ 51,000 Common stock issued in exchange for professional services rendered .... $ 21,000 $ -0-
The accompanying notes are an integral part of these statements. 4 FISCHER-WATT GOLD COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Financial Condition and Liquidity The accompanying financial statements are unaudited; however, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation have been made. These financial statements and notes thereto should be read in conjunction with financial statements and related notes included in Fischer-Watt Gold Company, Inc.'s ("Fischer- Watt" or the "Company") Annual Report on Form 10-KSB for the year ended January 31, 1996 ("Form 10-KSB"). Future Financing and Realization While Fischer-Watt reported net income in fiscal 1996 principally as a result of realizing gains on the sale of exchange of non-producing mineral properties, it has an accumulated deficit of $5,995,000 and has continued to experience negative cash flow from operations and incur losses from mining for the six months ended July 31, 1996. Management believes that as the recently acquired producing gold mine property is further developed and production levels increase, sufficient cash flows will exist to fund the Company's continuing mining operations and exploration and development efforts in other areas. Management anticipates achieving levels of production sufficient to fund the Company's operating needs by the end of fiscal 1998 and until then will fund operations with the cash raised in its March 1996 offering (see Note 7). The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon the future market price of gold, and the ability to achieve future operating efficiencies anticipated with increased production levels and cost cutting measures to be implemented. Management's plans may require additional financing or disposition of some of the Company's non-producing assets. While the Company has been successful in raising cash from these sources in the past, there can be no assurance that its future cash raising efforts and anticipated operating improvements will be successful. 2. Unaudited Pro Forma Information The following unaudited pro forma information has been prepared on the basis that the acquisitions of Greenstone Resources of Columbia Ltd. ("GRC") and Great Basin Management Co. Inc., ("GBM") had both occurred at the beginning of fiscal 1995. The unaudited pro forma information includes adjustments to depreciation and depletion expense based on the allocation of the purchase price to the property, plant, equipment and mineral interests acquired. 5 Quarter ended July 31,1995: Sales of precious metals $ 695,000 Net loss $ (374,000) Net earnings (loss)per common share $ (.02) 3. Accounts Receivable Accounts receivable at July 31, 1996 consist of: Trade $ 437,000 Other 67,000 -------- Total accounts receivable $ 504,000 4. Inventories Inventories at July 31, 1996 consist of: Finished products and products in process $ 159,000 Supplies, materials and spare parts 461,000 -------- Total inventories $ 620,000 5. Mineral Interests Capitalized costs for mineral interests at July 31, 1996 consist of: Operating mining property: El Limon Mine, Oronorte District $ 758,000 Less accumulated depletion 197,000 ------- 561,000 Non-operating properties, net of reserves: El Carmen, Colombia 772,000 La Aurora, Colombia 72,000 Juan Vara, Colombia 31,000 Afghan-Kobeh, Nevada 647,000 Coal Canyon, Nevada 568,000 Red Canyon, Nevada 334,000 Tempo, Nevada 50,000 Oatman, Arizona 10,000 Modoc, California 73,000 --------- Total mineral interests $3,118,000 6 6. Notes Payable The Company has a $500,000 line of credit with a bank. Advances under the line, which totaled $267,000 at July 31, 1996, accrue interest at rates from 26% to 39% and are collateralized by $500,000 placed into a certificate of deposit which bears interest at 3.9%. The Company also has various other vehicle loans. 7. Equity and Common Stock In November 1995, the Company completed a private placement of 6,067,500 common shares and 3,033,750 warrants to purchase common shares. The net proceeds from this private placement of $816,000 are to be used to finance the expansion and operation of the Company's El Limon gold mine in Colombia. Each warrant can be exercised to purchase a common share for $0.30 through August 1997. Costs of issuing these common shares and stock warrants totaled $94,000 and were subtracted from the gross proceeds in determining the amount of additional paid in capital. The Company issued 4,125,660 common shares on January 29, 1996 in exchange for all of the issued and outstanding common shares of GBM. The shares had an estimated fair market value of $1,234,000 and the costs of the issuance of $21,000 were subtracted from the proceeds in determining the amount of additional paid in capital. On March 12, 1996, the Company sold 9,960,000 common shares and 4,980,000 warrants to purchase common shares to investors located outside of the United States pursuant to a Regulation S offering. The net proceeds from this offering of $4,930,000 are to finance the Company's capital equipment and working capital needs related to the further development and expansion of the Colombian gold mining operation and the Company's exploration and development activities in Colombia and Nevada. Each of these warrants issued entitles the holder to purchase one additional share of Fischer-Watt common stock at an exercise price of $.75 through February 28, 1998. These securities were not registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Costs of issuing these common shares and warrants totaled $348,000 and will be subtracted from the gross proceeds in determining the amount of additional paid in capital. In March 1996, the Company issued 50,000 common shares in exchange for professional services rendered. The shares had an estimated fair market value of $17,762. 7 In June 1996, the Company issued 9,600 common shares in exchange for professional services rendered. The shares had an estimated fair market value of $3,000. Item 2. Management's Discussion and Analysis or Plan of Operation The following is a discussion of Fischer-Watt Gold Company, Inc.'s (the "Company") current financial condition as well as its operations for the three months and six months ended July 31, 1996 (fiscal 1997) and July 31, 1995 (fiscal 1996). This discussion should be read in conjunction with the Financial Statements in Item 1 of this report as well as the Financial Statements in Form 10-KSB for the fiscal year ended January 31, 1996 on file with the Securities and Exchange Commission, as the discussion set forth below is qualified in its entirety by reference thereto. Liquidity and Capital Resources Short-Term Liquidity As of August 31, 1996, the Company had $2,061,000 in cash and accounts payable of $333,000. While Fischer-Watt reported net income in fiscal 1996 principally as a result of realizing gains on the sale or exchange of non-producing mineral properties, it has an accumulated deficit of $5,995,000 and has continued to experience negative cash flow from operations and incur losses from mining during the six months ended July 31,1996. Management believes that as the recently acquired producing gold mine property is further developed and production levels increase, sufficient cash flows will exist to fund the Company's continuing mining operations and exploration and development efforts in other areas. Management anticipates achieving levels of production sufficient to fund the Company's operating needs by the end of fiscal 1998 and until then will fund operations with the cash raised in its March 1996 offering(see Note 7). The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon the future market price of gold, and the ability to achieve future operating efficiencies anticipated with increased production levels and cost cutting measures to be implemented. Management's plans may require additional financing or disposition of some of the Company's non-producing assets. While the Company has been successful in raising cash from these sources in the past, there can be no assurance that its future cash raising efforts and anticipated operating improvements will be successful. On July 31, 1996, the Company's current ratio was 1.7:1 based on current assets of $4,325,000 and current liabilities of $2,570,000. On July 31, 1995, 8 Fischer-Watt's current ratio was 2.9:1 based on current assets of $477,000 and current liabilities of $162,000. The reduction in the current ratio at July 31, 1996 is primarily related to the receipt of funds from the November and March stock offerings, and the addition of accounts receivable and inventory balances associated with the operating mine, all of which are partially offset by the sale of trading securities and the addition of accounts payable associated with the operating mine, and the addition of notes payable incurred with the acquisitions of GRC and GBM (see discussions below). Pursuant to agreements among Greenstone Resources Ltd. ("Greenstone"), Dual Resources Ltd. ("Dual"), and the Company, Greenstone made a payment of $300,000 to Dual to acquire 2,800,000 shares of Oronorte common stock for the benefit of the Company. The Company's obligation to repay Greenstone this $300,000 is evidenced by a note payable which bears interest at the rate of 10% per annum. This note became payable, in full, on June 20, 1996 at which time the Company withheld payment while negotiating the settlement of amounts owed to the Company by Greenstone. In October 1996, the Company filed suit against Greenstone seeking payment of these excess Oronorte liabilities. (See Part II-Item 1. Legal Proceedings) Prior to its acquisition by the Company, GBEM, borrowed funds from Serem Gatro Canada Inc. This loan was evidenced by a note. The note payable is for monies lent and advanced to GBEM by SGC during the period April 1, 1995, to May 31, 1995, as provided under the share purchase agreement among Serem Gatro, GBEM and GBM made as of May 31, 1995. The note was to be repaid not later than September 30, 1995. and bears interest at 8%. Repayment of this note payable and related interest is currently being negotiated with SGC. The Company has a $500,000 line of credit with a bank. Advances under the line, which totaled $267,000 at July 31, 1996, accrue interest at rates from 26% to 39% and are collateralized by $500,000 placed into a certificate of deposit which bears interest at 3.9%. The Company also has various other vehicle loans. Management believes that the Company has adequately reserved its reclamation commitments. Long-Term Liquidity Cash flows from operations during fiscal 1998 are expected to be sufficient to fund operating and administrative expenses and exploration expenses. The Company does not anticipate needing additional funding from equity or borrowings unless a major expansion at its Oronorte property is necessary and cost justified or an 9 acquisition opportunity arises. At July 31, 1996 the Company had no long term debt compared to $100,000 at July 31, 1995. The $100,000 consisted solely of a nonrecourse note payable to Greenstone Resources Canada issued for the loan of funds to purchase shares in Compania Minerales de Copan S. A. de C. V. Repayment was due in 1999 and the Copan shares were the sole security for the loan. This debt was settled in conjunction with the sale of the Copan shares. As of September 30, 1996, the Company purchased certain unpatented mining claims located in Esmeralda County, Nevada (the "Property"), from Kennecott Exploration Company. At closing, the Company delivered to Kennecott Exploration Company a promissory note in the amount of $700,000, due September 30, 1998, as the purchase price for the Property, which is payable under certain conditions, at the option of the Company, by the issuance of 1,000,000 (one million) shares of the Company's stock. Results of Operations Three months ended July 31, 1996 compared with three months ended July 31, 1995. The Company had net loss of $569,000 ($.02 per share) compared to net income of $569,000 ($.05 per share) in the quarter ended July 31,1996 and 1995, respectively. The primary reasons for the change relates to the recognition of a gain on sale of mineral interest of $641,000 in the quarter ended July 31, 1995, for which no comparable gain was recognized in the quarter ended July 31, 1996. Additionally, the acquisition of the Oronorte project, which reported an income from mining of $287,000, offset by general and administrative expenses associated with mining operations of $366,000 and a loss from currency exchange of $190,000 in the quarter ended July 31, 1996 (there were no mining operations in fiscal 1995), and the acquisition of GBM resulted in an increase in exploration expenses of $150,000 in the quarter ended July 31, 1996, as compared to the quarter ended July 31, 1995. Revenues The Company had sales of precious metals of $913,000 representing 2,739 ounces of gold and 2,601 ounces of silver in the quarter ended July 31, 1996. Production costs totaled $626,000 for the three month period. There were no comparable sales or costs in fiscal 1995. The Company does not presently employ forward sales contracts or engage in any hedging activities. 10 Costs and Expenses The cost of abandoned mineral interests decreased from $157,000 to $-0- in quarters ended July 31, 1995 and 1996, respectively. In the quarter ended July 31, 1995 the Oatman property in Arizona was partially abandoned in the amount of $125,000, and the Tuscarora was partially abandoned in the amount of $32,000. Abandonments are a natural result of the Company's ongoing program of acquisition, exploration and evaluation of mineral properties. When the Company determines that a property lacks continuing economic value, it is abandoned. It cannot be determined at this time when or if any of the Company's current property interests will be abandoned. Selling, general and administrative costs increased from $94,000 to $565,000 in quarters ended July 31, 1995 and 1996, respectively. The increase of $471,000 primarily relates to an increase in general and administrative expenses associated with mining operations of $366,000, coupled with an increase in legal and corporate relations expenses associated with the acquisitions of GRC and GBM. Additionally, the positions of a Vice President and Chief Financial Officer were added during the quarter ended July 31, 1996. Exploration expense increased $150,000 in the second quarter of fiscal 1997 from $-0- in the second quarter of fiscal 1996. This increase is due to the acquisition of GBM. Net interest income (expense) increased from $(2,000) in the second quarter of 1995 to $33,000 in the second quarter of 1996. This increase is due to the elimination of interest accrued on the $500,000 note to Kennecott offset by interest earned in the proceeds from the November and March stock offerings. Six months ended July 31, 1996 compared with six months ended July 31, 1995. The Company had net loss of $1,315,000 ($.05 per share) compared to net income of $491,000 ($.04 per share) in the six months ended July 31, 1996 and 1995, respectively. The primary reasons for the change relates to the recognition of a gain on sale of mineral interest of $641,000 and an unrealized gain on trading securities of $206,000 in the six months ended July 31, 1995, for which no comparable gains were recorded in the six months ended July 31, 1996. Additionally, the acquisition of the Oronorte project, which reported a loss from mining of $32,000, coupled with general and administrative expenses associated with mining operations of $502,000 and a loss from currency exchange of $300,000 in the six months ended July 31, 1996 (there were no mining operations in fiscal 1995), and the acquisition of GBM resulted in an increase in exploration expenses of $213,000 in the six months ended July 31, 1996, as compared to the six months ended July 31, 1995. 11 Revenues The Company had sales of precious metals of $1,969,000 representing 5,342 ounces of gold and 5,065 ounces of silver in the six months ended July 31, 1996. Production costs totaled $2,001,000 for the six month period. There were no comparable sales or costs in fiscal 1995. The Company does not presently employ forward sales contracts or engage in any hedging activities. Cost and Expenses The cost of abandoned mineral interests decreased from $179,000 to $3,000 in the six months ended July 31, 1995 and 1996, respectively. During the six months ended July 31, 1996, the La Victoria was abandoned in the amount of $3,000. In the six months ended July 31, 1995 the Oatman property in Arizona was partially abandoned in the amount of $125,000, the Tuscara was partially abandoned in the amount of $32,000, and the Rio Tinto was abandoned in the amount of $22,000. Abandonments are a natural result of the Company's ongoing program of acquisition, exploration and evaluation of mineral properties. When the Company determines that a property lacks continuing economic value, it is abandoned. It cannot be determined at this time when or if any of the Company's current property interests will be abandoned. Selling, general and administrative costs increased from $163,000 to $834,000 in the six months ended July 31, 1995 and 1996, respectively. The increase of $671,000 primarily relates to an increase in general and administrative expenses associated with mining operations of $502,000, coupled with an increase in SEC accounting, legal and corporate relations expenses. Additionally, the positions of a Vice President and Chief Financial Officer were added during the six months ended July 31, 1996. Exploration expense increased $213,000 in the first six months of fiscal 1997 from $3,000 in the first six months of fiscal 1996. This increase is primarily due to the acquisition of GBM. Net interest income (expense) increased from $(24,000) in the first six months of fiscal 1996 to $59,000 in the first six months of fiscal 1997. This increase is primarily due to the elimination of interest accrued on the $500,000 note to 12 Kennecott offset by the interest earned in the proceeds from the November and March stock offerings. The Company accounts for foreign currency translation in accordance with the provisions of Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation" ("SFAS No.52"). The assets and liabilities of the Colombian unit are translated at the rate of exchange in effect at the balance sheet date. Income and expenses are translated using the weighted average rates of exchange prevailing during the period. The related translation adjustments are reflected in the accumulated translation adjustment section of shareholders' equity. The Company recognized a currency exchange loss of $300,000 in the six months ended July 31, 1996. There was no comparable gain or loss in the quarter ended July 31, 1995. Commitments and Contingencies Upon the purchase of GRC, the Company assumed GRC's liabilities related to transactions governed by Colombian law concerning the movement of foreign currency into and out of Colombia. The Colombian government has the right to request an audit of foreign currency movement within a two year time frame. No request of notice of an audit has been received from the Colombian government to date. Therefore, the likelihood of a loss resulting from the actions of GRC prior to the Company's purchase cannot presently be determined. Oronorte is currently the defendant in several claims relating to labor contracts and employee terminations which occurred during a labor strike. This strike and the resulting terminations took place during the former ownership of Oronorte. The estimated amount of the claims against Oronorte totals approximately $200,000. In the event of an unfavorable outcome from Oronorte's perspective, there is a likelihood that the Company would have the right to claim indemnity from Greenstone Resources Canada Ltd. pursuant to the terms of the agreements related to the acquisition of Oronorte. In connection with the purchase of GRC, Greenstone agreed to reimburse the Company for certain liabilities existing at the date of purchase in excess of $1,000,000. At the present time, the Company has paid or identified as current payables approximately $309,000 in excess of the $1,000,000. Management is seeking to recover these excess liabilities in accordance with the terms of the purchase agreement and accordingly has not recorded a receivable from Greenstone as of July 31, 1996. (See Part II-Item 1. Legal Proceedings) Statements which are not historical facts contained herein are forward looking statements that involve risks and uncertainties that could cause actual results to differ from projected results. Such forward-looking statements include 13 statements regarding expected commencement dates of mining or mineral production operations, projected quantities of future mining or mineral production, and anticipated production rates, costs and expenditures, as well as projected demand or supply for the products that FWG and/or FWG Subsidiaries produce, which will affect both sales levels and prices realized by such parties. Factors that could cause actual results to differ materially include, among others, risks and uncertainties relating to general domestic and international economic and political risks associated with foreign operations, unanticipated ground and water conditions, unanticipated grade and geological problems, metallurgical and other processing problems, availability of materials and equipment, the timing of receipt of necessary governmental permits, the occurrence of unusual weather or operating conditions, force majeure events, lower than expected ore grades and higher than expected stripping ratios, the failure of equipment or processes to operate in accordance with specifications and expectations, labor relations, accidents, delays in anticipated start-up dates, environmental costs and risks, the results of financing efforts and financial market conditions, and other factors described herein and in FWG's annual report on Form 10-KSB. Many of such factors are beyond the Company's ability to control or predict. Actual results may differ materially from those projected. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws. Part II - Other Information Item 1. Legal Proceedings On October 18, 1996, Fischer-Watt Gold Company, Inc. commenced a legal proceeding against Greenstone Resources Canada Ltd. and Greenstone Resources Ltd. in Ontario Court (General Division) seeking payment of the sum of $1,508,544 (U.S.) pursuant to Article 8.4 of an Agreement dated October 20, 1995 between the plaintiff and the defendants. Pursuant to Article 8.4 of the Agreement dated October 20, 1995, liabilities of GRC and its subsidiaries, including contingent liabilities, that exceeded $1,000,000 (U.S.) shall be reimbursed by the defendants. The payment sought includes liquidated liabilities in the amount of $308,544 (U.S.), and contingent unliquidated liabilities in the amount of $1,200,000 (U.S.). Item 5. Other Information The Company obtained exploration rights with respect to unpatented mining claims from an individual by entering into a letter agreement on October 14, 1996 for a $10,000 cash payment and issuance of 100,000 shares of FWG stock. These payments 14 grant the Company a two year period to explore claims before any other payments to Lessor apply. An advanced royalty payment of $50,000 is due on the second anniversary of signing to continue the lease into a third year if the Company so desires. Annual payments escalate to $75,000 on the third anniversary and then to a maximum of $100,000 for all subsequent years, adjusted for inflation. The Company must drill one hole in a specified location within two years to satisfy the initial work commitment, and must maintain the claims by way of paying annual Federal maintenance fees as long as the lease is in effect. The terms of the lease also apply to any other claims acquired within a six township area surrounding the core claims. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits - Exhibit Item 601 No. Category Exhibit - --- -------- ------- 1 2 Letter of Intent dated August 28, 1995 whereby Fischer-Watt Gold Company, Inc., and Great Basin Management Company, Inc., agree to form a business combination and filed as Exhibit 1.2 to Form 10-QSB filed December 20, 1995 and incorporated herein by reference. 2 2 August 28, 1995 agreement between Fischer-Watt Gold Company, Inc., and Greenstone Resources Ltd., whereby Fischer-Watt agrees to purchase 100% of Greenstone Resources Ltd.'s wholly-owned Colombian branch, Greenstone of Colombia ("GOC") and filed as Exhibit 2.2 to Form 10-QSB filed December 20, 1995 and incorporated herein by reference. 3 2 Closing Agreement dated October 20, 1995 among Fischer-Watt Gold Company, Inc., and Greenstone Resources Canada Ltd., and Greenstone Resources Ltd., and filed as Exhibit 1.2 to Form 8-K filed November 3, 1995 and incorporated herein by reference. 4 2 Articles of Merger Merging GBM Acquisition Corp., into Great Basin Management Co., Inc., dated January 25, 1996 and filed as as Exhibit 1.2 to Form 8-K filed as Exhibit 1.2 to Form 8-K filed February 5, 1996 and incorporated herein by reference. 5 2 Plan of Reorganization and Agreement among Fischer-Watt Gold Company, Inc., GBM Acquisition Corp., and Great Basin Management Co., Inc., dated January 3, 1996 and filed as as Exhibit 2.2 to Form 8-K filed as Exhibit 1.2 to Form 8-K filed February 5, 1996 and incorporated herein by reference. 15 Exhibit Item 601 No. Category Exhibit - --- -------- ------- 6 2 Mining Property Purchase Agreement dated September 30, 1996, between Fischer-Watt Gold Company, Inc. and Kennecott Exploration Company ("KEC") whereby FWG purchased mining claims owned by KEC in Esmeralda County, Nevada, and, upon closing, delivered to KEC a Promissory Note in the amount of $700,000. 7 2 Letter agreement dated October 14, 1996, between Steve Van Ert and Fischer-Watt Gold Company, Inc. known as the Sacramento Mountains property. 8 3 Articles of Incorporation. Filed as Exhibit 3.1 to Form 8 filed May 4, 1989 and incorporated herein by reference. 9 3 By-laws of the Corporation as amended. Filed as Exhibit 6.3 to Form 10-KSB filed September 26, 1996 and incorporated herein by reference. 10 10 Letter Agreement between BMR Gold Corporation and Fischer-Watt Gold Company, Inc., regarding the America Mine Property effective September 20, 1989, and filed as Exhibit 19.1 to Form 10-Q filed November 20, 1989 and incorporated herein by reference. 11 10 Fischer-Watt Gold Company, Inc., non-qualified stock option plan of May 1987 and filed as Exhibit 36.10 to Form 10-K filed April 23, 1991 and incorporated herein by reference. 12 10 First Amendment to Exploration Agreement and Mining Venture Agreement dated March 25, 1992 between Kennecott Exploration Company and Fischer-Watt Gold Company, Inc., and filed as Exhibit 45.10 to Form 10-K filed April 22, 1993 and incorporated herein by reference. 13 10 Employment Agreement effective September 1, 1993 between Fischer-Watt Gold Company, Inc., and George Beattie whereby Fischer-Watt agrees to employ Mr. Beattie for a two-year period as Chief Executive Officer and filed as Exhibit 20.10 to Form 10-K filed May 11, 1994 and incorporated herein by reference. 14 10 Option Agreement between Greenstone Resources Ltd., and Fischer-Watt Gold Company, Inc., dated March 24, 1994, whereby Greenstone has the right to purchase all of Fischer-Watt's interest in the San Andres property in Honduras and filed as Exhibit 23.10 to Form 10-K filed May 11, 1994 and incorporated herein by reference. 15 10 Agreement to Assign Leases dated July 7, 1994 between Fischer-Watt Gold Company, Inc., and Kennecott Exploration Company whereby Fischer-Watt agrees to assign its interests in the Modoc property located in Imperial County, California to Kennecott, reserving a Net Smelter Return royalty. This agreement was filed as Exhibit 22.10 to Form 10-Q filed September 13, 1994 and incorporated herein by reference. 16 Exhibit Item 601 No. Category Exhibit - --- -------- ------- 16 10 Letter agreement between Fischer-Watt Gold Company, Inc., and La Cuesta International (LCI) dated August 11, 1994 whereby LCI agrees to lease the Oatman property located in Mohave County, Arizona. This agreement was filed as Exhibit 23.10 to Form 10-Q filed September 13, 1994 and incorporated herein by reference. 17 10 Option Agreement - Lock-up Agreement between Fischer-Watt Gold Company, Inc., and Greenstone Resources Ltd., dated October 17, 1994 whereby the San Andres option agreement was amended to provide for an early advance of $50,000 as partial payment of the option in exchange for restrictions on the disposition of Greenstone shares. This agreement was filed as Exhibit 22.10 to Form 10-Q filed December 14, 1994 and incorporated herein by reference. 18 10 English translation of an Exploration Agreement between Fischer-Watt's Mexican subsidiary, Minera Montoro, S.A. de C.V. and Minera Cuicuilco, S.A. de C.V. dated October 18, 1994 whereby Minera Cuicuilco is granted the rights to explore the Cerrito property in Baja California, Mexico and was filed as Exhibit 23.10 to Form 10-Q filed December 14, 1994 and incorporated herein by reference. 19 10 Acquisition agreement dated November 10, 1994 among Greenstone Resources Canada Ltd., Greenstone Resources Ltd., and Fischer-Watt Gold Company, Inc., whereby the parties finalize the Option Agreement of March 24, 1994 to purchase the San Andres property in Honduras and modify the Lock-Up Agreement dated October 17, 1994. This agreement was filed as Exhibit 29.10 to Form 10-K filed May 15, 1995 and incorporated herein by reference. 20 10 Letter agreement dated February 28, 1995 between Tombstone Explorations Co. Ltd., and Fischer-Watt Gold Company, Inc., whereby Tombstone agrees to purchase all of Fischer-Watt's rights to the Minas de Oro property in Honduras. This agreement was filed as Exhibit 30.10 to Form 10-K filed May 15, 1995 and incorporated herein by reference. 17 Exhibit Item 601 No. Category Exhibit - --- -------- ------- 21 10 Letter agreement dated April 13, 1995 between Begeyge Minera Limitada and Fischer-Watt Gold Company, Inc., whereby Fischer-Watt will acquire rights to the La Victoria, Honduras property. This agreement was filed as Exhibit 31.10 to Form 10-K filed May 15, 1995 and incorporated herein by reference. 22 10 Option whereby Fischer-Watt Gold Company, Inc., grants Gerald D. Helgeson an option to purchase 100,000 shares of Fischer-Watt restricted common stock. This option was filed as Exhibit 32.10 to Form 10-K filed May 15, 1995 and incorporated herein by reference. 23 10 Option whereby Fischer-Watt Gold Company, Inc., grants Larry J. Buchanan an option to purchase 100,000 shares of Fischer-Watt restricted common stock. This option was filed as Exhibit 33.10 to Form 10-K filed May 15, 1995 and incorporated herein by reference. 24 10 Amendment dated April 20, 1995 to Agreement to Assign Leases dated July 7, 1994 between Fischer-Watt Gold Company, Inc., and Kennecott Exploration Company whereby Fischer-Watt agrees to assign its interests in the Modoc property located in Imperial County, California to Kennecott. This Amendment was filed as Exhibit 28.10 to Form 10-QSB filed June 14, 1995 and incorporated herein by reference. 25 10 Asset Purchase Agreement dated May 16, 1995 between Fischer-Watt Gold Company, Inc., and Cerenex Financial A.V.V., whereby the February 28, 1995 sale of Minas de Oro is closed. This Asset Purchase Agreement was filed as Exhibit 29.10 to Form 10-QSB filed June 13, 1995 and incorporated herein by reference. 26 10 Option effective June 1, 1995, whereby Fischer-Watt Gold Company, Inc., grants Gerald D. Helgeson an option to purchase 200,000 shares of Fischer-Watt restricted common stock. This Option was filed as Exhibit 31.10 to Form 10-QSB filed September 15, 1995 and incorporated herein by reference. 27 10 Option effective June 1 1995, whereby Fischer-Watt Gold Company, Inc., grants Larry J. Buchanan an option to purchase 100,000 shares of Fischer-Watt restricted common stock. This Option was filed as Exhibit 32.10 to Form 10-QSB filed September 15, 1995 and incorporated herein by reference. 28 10 Option effective June 1, 1995 whereby Fischer-Watt Gold Company, Inc., grants Anthony P. Taylor an option to purchase 100,000 shares of Fischer-Watt restricted common stock. This Option was filed as Exhibit 33.10 to Form 10-QSB filed September 15, 1995 and incorporated herein by reference. 18 Exhibit Item 601 No. Category Exhibit - --- -------- ------- 29 10 Loan Agreement dated August 28, 1995, between Fischer-Watt Gold Company, Inc., and Great Basin Management Company, Inc., whereby Fischer-Watt agrees to loan Great Basin Management Company, Inc. up to $108,000. This Loan Agreement was filed as Exhibit 36.10 to Form 10-QSB filed September 15, 1995 and incorporated herein by reference. 30 10 Amendment dated October 31, 1995 to Loan agreement dated August 28, 1995, between Fischer-Watt Gold Company, Inc. and Great Basin Management Company, Inc., whereby Fischer-Watt changes the dates of the loan to Great Basin Management Company, Inc. This Amendment was filed as Exhibit 33.10 to Form 10-QSB filed December 20, 1995 and incorporated herein by reference. 31 10 Extension of time for payment of Secured Promissory Note dated October 31, 1995 to the Loan agreement dated August 28, 1995, between Fischer-Watt Gold Company, Inc. and Great Basin Management Company, Inc. whereby Fischer-Watt agrees to extend the time for payment of the Secured Promissory Note. This Extension of Time for Payment was filed as Exhibit 34.10 to Form 10-QSB filed December 20, 1995 and incorporated herein by reference. 32 10 Second Amendment dated November 30, 1995 to Loan agreement dated August 28, 1995 between Fischer-Watt Gold Company, Inc. and Great Basin Management Company, Inc. whereby Fischer-Watt changes the dates of the loan to Great Basin Management Company, Inc. This Second Amendment was filed as Exhibit 35.10 to Form 10-QSB filed December 20, 1995 and incorporated herein by reference. 33 10 Second Extension of Time for Payment of Secured Promissory Note dated October 31, 1995, to the loan agreement dated August 28, 1995, between Fischer-Watt Gold Company, Inc., and Great Basin Management Company, Inc. whereby Fischer-Watt agrees to extend the time for payment of the Secured Promissory Note. This Second Extension was filed as Exhibit 36.10 to Form 10-QSB filed December 20, 1995 and incorporated herein by reference. 19 Exhibit Item 601 No. Category Exhibit - --- -------- ------- 34 10 Promissory Note dated October 20, 1995 whereby Greenstone Resources of Colombia Ltd., a wholly owned Bermuda subsidiary of Fischer-Watt Gold Company, Inc., promises to pay $300,000 to Greenstone Resources, Ltd. This Promissory Note was filed as Exhibit 37.10 to Form 10-QSB filed December 20, 1995 and incorporated herein by reference. 35 10 Option effective June 1, 1996, whereby Fischer-Watt Gold Company, Inc., grants Gerald D. Helgeson an option to purchase 100,000 shares of Fischer-Watt restricted common stock. Filed as Exhibit 31.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 36 10 Option effective June 1, 1996 whereby Fischer-Watt Gold Company, Inc., grants Anthony P. Taylor an option to purchase 100,000 shares of Fischer-Watt restricted common stock. Filed as Exhibit 32.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 37 10 Option effective June 1, 1996 whereby Fischer-Watt Gold Company, Inc., grants Peter Bojtos an option to purchase 100,000 shares of Fischer-Watt restricted common stock. Filed as Exhibit 33.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 38 10 Purchase - Sale agreement between Compania Minera Oronorte, S.A. and Nissho Iwai Corporation in which Nissho Iwai Corporation agrees to buy gold and silver concentrate produced at El Limon Mine in Colombia. Filed as Exhibit 34.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 39 10 Letter of Agreement dated November 13, 1995, between Digger Resources, Inc. of Calgary, Alberta, Canada and Great Basin Exploration and Mining, Inc. regarding exploration and mining joint venture of Tempo property, Lander County, Nevada. Filed as Exhibit 35.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 20 Exhibit Item 601 No. Category Exhibit - --- -------- ------- 40 10 Joint Venture agreement dated July 25, 1996, and Exhibit A to agreement, between Great Basin Exploration and Mining, Inc. and Digger Resources, Inc. regarding Tempo mineral property, Lander County, Nevada. Filed as Exhibit 36.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 41 10 Mining Venture agreement between Great Basin Exploration and Mining Company, Inc. and Hemlo Gold Mines (USA), Inc. for exploration, development and mining of property held by Great Basin in Eureka County Nevada. Said property described in Exhibit A to agreement. common stock. Filed as Exhibit 371.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 42 10 Mineral Lease Agreement and amendment thereto between Great Basin Exploration and Mining Company, Inc., and H. Walter Schull dated February 19, 1991 regarding the Coal Canyon property in Eureka County, Nevada. Filed as Exhibit 38.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 43 10 Mineral Lease Agreement between Great Basin Exploration and Mining Company, Inc., and The Lyle F. Campbell Trust dated October 14, 1994 regarding the Tempo Mineral Prospect in Lander County, Nevada. Filed as Exhibit 39.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 44 10 Mineral Lease Agreement with amendment thereto between Great Basin Exploration and Mining Company, Inc., and The Lyle F. Campbell Trust dated November 8,1993 regarding the Afgan Mineral Prospect in Eureka County, Nevada. Filed as Exhibit 40.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 45 10 Participation Agreement between Great Basin Exploration and Mining Company, Inc., and Serem Gatro Canada Inc., dated May 31, 1995 regarding the right of Serem Gatro Canada Inc., to elect to acquire a Participation Interest in properties in which Great Basin Exploration and Mining Company, Inc., has an interest. Filed as Exhibit 41.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 46 10 Mineral Lease Agreement between Great Basin Exploration and Mining Company, Inc., and Edward L. Devenyns and David R. Ernst dated November 8, 1992 regarding the Red Canyon Mineral Prospect in Eureka County, Nevada. Filed as Exhibit 42.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 21 Exhibit Item 601 No. Category Exhibit - --- -------- ------- 47 10 Joint Venture operating agreement dated January 1, 1996, between Cominco American, Inc. and Great Basin Exploration and Mining Company, Inc. known as the "Afgan-Kobeh Joint Venture". Property described in Exhibit A. Filed as Exhibit 43.10 to Form 10-KSB filed September 26, and incorporated herein by reference. 48 10 Amendment to Mineral Lease between Walter Schull and Mireille Schull and Great Basin Exploration and Mining Company dated July 31, 1996. Regarding the Coal Canyon property. 49 10 Promissory note dated September 30, 1996, whereby Fischer-Watt Gold Company, Inc. promises to pay $700,000 to Kennecott Exploration Company, Inc. 50 27 Financial Data Schedule for the three month period ended July 31 ,1996. 51 99 Minutes of Special Meeting of Board of Directors of Fischer-Watt Gold Company, Inc., dated October 19, 1994, whereby George Beattie's employment contract dated September 1, 1993 is extended to September 1, 1997. These minutes were filed as Exhibit 28.99 to Form 10-K filed May 15, 1995 and incorporated herein by reference. (b) Reports on Form 8-K During the quarter ended July 31, 1996, no reports on Form 8-K were filed by the registrant. 22 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized. FISCHER-WATT GOLD COMPANY, INC. November 15, 1996 By /s/ George Beattie (Signature) George Beattie, President, Chief Executive Officer (Principal Executive Officer), Chairman of the Board and Director November 15, 1996 By /s/ Michele D. Wood (Signature) Michele D. Wood, Chief Financial Officer (Principal Financial and Accounting Officer) EX-1 2 EXHIBIT 48-10 Exhibit 48-10 8 October, 1996 Mr. Steve Ert P.O. Box 3785 Chatsworth, CA 91313 Dear Steve: This letter will outline specific terms of a proposed mineral lease agreement between Fischer-Watt Gold and yourself for an area in the Sacramento Mountains in San Bernadino County California. The following points have been discussed by the two of us in a number of telephone conversations. The mineral lease will encompass an area in the Sacramento Mountains, including all of T7-8N, R21-22E and those portions of T9N, R21-22E south of Interstate I-40 (project area). The unpatented mining claims you currently own in the project area would be included, as well as any claims which FWG or you stake during the term of the lease within the project area. In exchange for an initial payment to you of $10,000 in cash and 100,000 shares of FWG stock, you give FWG a two-year period to explore within the project area and your existing claims. At its sole option, FWG can elect at anytime during the said two-year period to enter into a lease of the project area on the terms described herein. FWG is further obligated during the first two years to drill one hole in the Project Area in the vicinity of the old AMAX drill hole 86-1 in Section 15, T9N, R21E, referred to by yourself as the "Junkyard" area. This hole will be drilled either into the basement gneisses or to a maximum depth of 1000 feet. You have assured me that you also own the claim containing the exploratory hole. The lease term shall be for 25 years and so long thereafter as there is a production from the project area. The proposed schedule for annual payments, due on the anniversary of signing beginning in 1998, is $50,000 for Year 3, $75,000 for Year 4, $100,000 for Year 5 and all subsequent years. These numbers are all in 1996 dollars and would include an appropriate adjustment at the time of payment using applicable CPI. Annual cash payments in Year 3 and subsequent years will be considered Advanced Royalty Payments toward a production royalty of 4.0% NSR on Federal land owned by you or FWG and 1.0% NSR on any land leased or otherwise acquired from a third party by FWG within the project area during the lease term. Should FWG begin production within the project area, a Minimum Annual Royalty of $100,000 (in 1996 dollars) would replace the Advanced Royalty Schedule as long as production continued. In addition to the annual payments scheduled for years 3-5, FWG agrees to perform $100,000 worth of work within the project area for each of those years that the lease is in effect. Any qualified expenditure in excess of the annual work commitment can be carried into the following year. However, if any of these annual expenditures, including carry over of funds, is less than $100,000, the balance for that year will be payable to you in cash. The work commitment would only apply for those years in which the lease is in effect and does not apply after year five. It is FWG's intention that this letter agreement shall become binding upon FWG and you once you have signed it. Since much of the land covering your known mineralized areas is currently open for staking by anyone, FWG would like to begin claim staking upon signing of this letter of intent rather than waiting for completion and signing of a lease agreement. I believe this letter accurately covers all the points we discussed during our various conversations. There were a few minor matters that we did discuss, such as inspection of data, reporting, and taking of royalties "in kind" which would be best addressed in the lease itself. Thank you again for the weekend you spent showing us around the Sacramento Mountains. I am looking forward to a successful venture. Best regards, Fischer-Watt Gold Company, Inc. /s/ Douglas R. Bowden Senior Exploration Geologist I accept and agree to the terms of this letter. /s/ Steve Van Ert 10-14-96 ------------------ --------- Steve Van Ert Date EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JULY 31, 1996 CONTAINED IN FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED JULY 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 6-MOS JAN-31-1996 FEB-01-1996 JUL-31-1996 2,222 0 504 0 620 4,325 1,822 169 9,793 2,570 0 0 0 31 7,192 9,793 1,969 1,969 2,001 3,054 300 0 (59) (1,315) 0 (1,315) 0 0 0 (1,315) (.05) (.05)
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