-----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, NQQiEZ4qab27+DkD5MqCkabk2qzuWUlw/tK8N2t+7xaVA5lJLbJHTJpIVd+glhWR VYDjJaXYTho4R9p2ZjSCgg== 0000950129-97-002650.txt : 19970701 0000950129-97-002650.hdr.sgml : 19970701 ACCESSION NUMBER: 0000950129-97-002650 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORWOOD PROMOTIONAL PRODUCTS INC CENTRAL INDEX KEY: 0000902793 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 742553074 STATE OF INCORPORATION: TX FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21800 FILM NUMBER: 97632934 BUSINESS ADDRESS: STREET 1: 70 NE LOOP 410 SUITE 295 STREET 2: THE RENAISSANCE PLAZA CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2103419440 11-K 1 NORWOOD PROMOTIONAL PRODUCTS, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [x] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1996 or [ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to ________ Commission file number 0-21800 A. Full title of the plans and the address of the plans, if different from that of the issuer named below: Norwood Promotional Products, Inc. Employees 401(k) Plan B. Name of issuer of the securities held pursuant to the plans and the address of its principal executive office: Norwood Promotional Products, Inc. NE Loop 410, Suite 295 San Antonio, Texas 78216 Financial Statements and Exhibits (A) Financial Statements: Norwood Promotional Products, Inc. Employees 401(k) Plan Audited Financial Statements Report of Independent Auditors Statements of Net Assets Available for Benefits Statements of Changes in Net Assets Available for Benefits Notes to Financial Statements Supplemental Schedules Schedule of Assets Held for Investment Purposes Schedule of Reportable Transactions (B) Exhibits: 23.1 Consent of Akin, Doherty, Klein & Feuge, P.C. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees of the Norwood Promotional Products, Inc. Employees 401(k) Plan have duly caused this annual report to be signed by the undersigned thereunto duly authorized. NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(K) PLAN By: NORWOOD PROMOTIONAL PRODUCTS, INC., Plan Administrator By:/s/ J. MAX WAITS ------------------------------------------- J. Max Waits, Secretary, Treasurer and Chief Financial Officer Dated: June 27, 1997 3 NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN AUDITED FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995
Page AUDITED FINANCIAL STATEMENTS ---- Report of Independent Auditors 1 Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 SUPPLEMENTAL SCHEDULES Schedule of Assets Held for Investment Purposes 11 Schedule of Reportable Transactions 12
4 REPORT OF INDEPENDENT AUDITORS To The Retirement Plan Committee Norwood Promotional Products, Inc. Employees 401(k) Plan We have audited the accompanying statements of net assets available for benefits of the Norwood Promotional Products, Inc. Employees 401(k) Plan as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan'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 net assets available for benefits of the Norwood Promotional Products, Inc. Employees 401(k) Plan as of December 31, 1996 and 1995, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes, and (2) reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. AKIN, DOHERTY, KLEIN & FEUGE, P.C. San Antonio, Texas June 26, 1997 1 5 NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 AND 1995
1996 1995 ---------- ---------- Investments, at fair value: AIM Limited Maturity Treasury Fund $ 284,581 $ 49,887 PIMCO Low Duration Bond Fund 402,094 51,550 Fidelity Balanced Fund - 247,893 Dodge & Cox Balanced Fund 910,650 - AIM Aggressive Growth Fund 944,395 440,046 Norwood Promotional Products, Inc. common stock 86,140 - Participant loans 46,046 7,477 Cash equivalents 8,377 32,096 ---------- ---------- 2,682,283 828,949 Contributions receivable: Employee 55,893 34,309 Employer 5,767 2,524 ---------- ---------- 61,660 36,833 Interest and dividends receivable - 694 ---------- ---------- Total assets 2,743,943 866,476 Liabilities - - ---------- ---------- Net assets available for benefits $2,743,943 $ 866,476 ========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 2 6 NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995 ---------- ---------- ADDITIONS Employee contributions $ 751,868 $ 359,758 Employer contributions 95,959 40,814 Employee contribution rollovers 114,720 - ArtMold Products Corporation plan assets transfer 903,939 - Investment income 104,718 36,293 Net gain on sale of investments 215,155 18,396 ----------- ----------- Total additions 2,186,359 455,261 DEDUCTIONS Administrative expenses - - Benefit payments 179,646 66,657 ----------- ----------- Total deductions 179,646 66,657 Net unrealized appreciation (depreciation) in aggregate fair value of investments (129,246) 89,016 ----------- ----------- NET INCREASES 1,877,467 477,620 Net assets available for benefits at beginning of year 866,476 388,856 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $ 2,743,943 $ 866,476 =========== ===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 3 7 NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE A - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The accounting records of the Norwood Promotional Products, Inc. Employees 401(k) Plan (the "Plan") are maintained on the accrual basis. Investments: Investments are stated at aggregate fair value with the net unrealized appreciation (depreciation) in fair value reflected in the statement of changes in net assets available for plan benefits. Mutual fund investments are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Participant loans and cash equivalents are valued at cost which approximates fair value. Plan Amendments: The last significant amendment to the Plan was effective January 1, 1996, and allowed certain companies acquired by Norwood Promotional Products, Inc. to join the Plan. NOTE B - DESCRIPTION OF THE PLAN The following description of the Norwood Promotional Products, Inc. Employees 401(k) Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General: The Plan was established and became effective on January 1, 1994. The Plan Sponsor is Norwood Promotional Products, Inc. (Norwood or Plan Sponsor). Wholly-owned subsidiaries adopting the Plan in 1994 included Radio Cap Company, Inc. and Barlow Promotional Products, Inc. Effective January 1, 1996, ArtMold Products Corporation, Air-Tex Manufacturing Corporation and BTS Group joined the Plan. Effective January 23, 1996, Tee Off Enterprises, Inc. joined the Plan, and effective April 1, 1996, Alpha Products, Inc. joined the Plan. The Plan is a defined contribution 401(k) plan and covers substantially all employees of covered companies who have one year of service and are age twenty-one or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, the net assets of the Plan are to be distributed to participants in accordance with priorities established in the Plan. Contributions: Each year, participants may contribute up to 15% of their pretax annual compensation, subject to certain limitations and as defined in the Plan. Participants may also contribute amounts representing distributions ("rollovers") from other qualified defined benefit or contribution plans. The Plan Sponsor also may contribute a matching contribution determined by the Board of Directors and allocated based on each of the participant's contributions. Participant Accounts: Each participant's account is credited with their contribution and allocations of a) the Plan Sponsor contributions and b) Plan earnings. Allocations are based on the participant's earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting: Participants are one hundred percent (100%) vested at all times in their voluntary contributions. A participant's interest in the contributions the employer makes to the Plan becomes 100% vested upon attaining the Plan's normal retirement age or if employment is terminated due to death or disability. If employment is terminated prior to normal retirement age for any reason other than death or disability, then the employee's interest in employer contributions becomes vested in accordance with specific vesting schedules based on years of service, with 100% vesting being reached after five years of service. 4 8 NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE B - DESCRIPTION OF THE PLAN (CONTINUED) Investment Options: Upon enrollment in the Plan, a participant may direct employee and matching employer contributions in any of the five following investment options: AIM Limited Maturity Treasury Fund PIMCO Low Duration Bond Fund Dodge & Cox Balanced Fund AIM Aggressive Growth Fund Norwood Promotional Products, Inc. Common Stock Participants may change their investment options daily. Participants may borrow from their fund accounts a maximum equal to the lessor of $50,000 or 50% of their vested account balance. Interest rates charged are established by the Retirement Plan Committee. Principal and interest is repaid through payroll deductions. Payment of Benefits: On termination of service, a participant's vested account balance is distributed in a lump sum payment or in installment payments subject to certain limitations which are defined in the Plan agreement. The unvested amount is forfeited and used to reduce the Sponsor's future contributions. Hardship withdrawals are available to the participants upon approval by the Retirement Plan Committee. NOTE C - TRANSACTIONS WITH PARTIES-IN-INTEREST Certain administrative fees for 1996 and 1995 have been provided for or paid for by the Plan Sponsor. These fees were based upon customary and reasonable rates for such services. NOTE D - INCOME TAX STATUS The Plan has received a favorable determination letter from the Internal Revenue Service recognizing it as an exempt organization for federal tax purposes under Section 401(k) of the Code. NOTE E - EXCESS DEFERRALS The Plan annually must meet certain requirements of ERISA which deal with nondiscrimination rules and regulations. The two primary tests are the Average Deferral Percentage (ADP) and Average Contribution Percentage (ACP) tests. As a result of these tests, the Plan was required to distribute excess deferrals made by certain highly compensated employees of $7,497 and $26,649 for the years ended December 31, 1996 and 1995, respectively. The excess deferrals were refunded to the respective participants, as required by ERISA and the Internal Revenue Service, by March 15 of the succeeding year. The excess deferrals are netted against employee contributions in the year of refund. 5 9 NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE F - INVESTMENTS The Plan's investments are held by a bank-administered trust fund in certain investment funds selected by the Plan Sponsor. Individual investments in excess of 5% of the fair value of net assets available for benefits are as follows at December 31:
Description of Investments 1996 1995 - -------------------------- -------- -------- AIM Limited Maturity Treasury Fund $284,581 $ 49,887 PIMCO Low Duration Bond Fund 402,094 51,550 Fidelity Balanced Fund - 247,893 Dodge & Cox Balanced Fund 910,650 - AIM Aggressive Growth Fund 944,395 440,046
The Plan's investments, including investments bought, sold, as well as held during the year, appreciated (depreciated) in fair value as follows:
Net Appreciation Fair Value at (Depreciation) End of Year -------------- ------------- Year Ended December 31, 1996 Fair value as determined by quoted market price - AIM Limited Maturity Treasury Fund $ 1,547 $ 284,581 PIMCO Low Duration Bond Fund 6,573 402,094 Dodge & Cox Balanced Fund 32,827 910,650 AIM Aggressive Growth Fund (170,312) 944,395 Norwood Promotional Products, Inc. common stock 119 86,140 Estimated fair value - Participant loans - 46,046 Cash equivalents - 8,377 ---------- ---------- Total investments $ (129,246) $2,682,283 ========== ========== Year Ended December 31, 1995 Fair value as determined by quoted market price - AIM Limited Maturity Treasury Fund $ 777 $ 49,887 PIMCO Low Duration Bond Fund 1,653 51,550 Fidelity Balanced Fund 17,499 247,893 AIM Aggressive Growth Fund 67,679 440,046 AIM Constellation Fund 1,408 - Estimated fair value - Participant loans - 7,477 Cash equivalents - 32,096 ---------- ---------- Total investments $ 89,016 $ 828,949 ========== ==========
6 10 NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE F - INVESTMENTS (CONTINUED) The following schedule details the net assets available for benefits for the year ended December 31, 1996:
AIM Limited PIMCO Dodge AIM Maturity Low Duration Fidelity & Cox Aggressive Treasury Bond Balanced Balanced Growth Fund Fund Fund Fund Fund ---------- ------------ --------- --------- ----------- Net assets available for benefits at January 1, 1996 $ 49,887 $ 51,550 $ 247,893 $ $ 440,046 Employer contributions 12,403 12,074 1,826 26,906 33,993 Employee contributions 75,785 71,340 22,717 203,132 312,804 Employee contribution rollovers 32,779 13,947 29,585 32,791 ArtMold plan assets transfer 207,855 238,766 323,353 102,361 Investment income 10,109 14,472 183 61,140 240,711 Benefit payments (80,132) (5,631) (30,849) (57,171) Unrealized appreciation (depreciation) 1,547 6,573 32,827 (170,312) Other transfers, net (25,652) (997) (272,619) 264,556 9,172 ---------- ---------- ---------- ---------- ---------- Net assets available for benefits December 31, 1996 $ 284,581 $ 402,094 $ -0- $ 910,650 $ 944,395 ========== ========== ========== ========== ========== Norwood Common Participant Cash Contributions Stock Loans Equivalents Receivable Total --------- ------------- ----------- ----------- ----------- Net assets available for benefits at January 1, 1996 $ $ 7,477 $ 32,096 $ 37,527 $ 866,476 Employer contributions 2,462 3,052 3,243 95,959 Employee contributions 16,314 28,192 21,584 751,868 Employee contribution rollovers 5,618 114,720 ArtMold plan assets transfer 31,604 903,939 Investment income (7,170) 1,122 (694) 319,873 Benefit payments (6,592) 729 (179,646) Unrealized appreciation (depreciation) 119 (129,246) Other transfers, net 49,403 38,569 (62,432) ---------- ---------- ---------- ---------- ---------- Net assets available for benefits December 31, 1996 $ 86,140 $ 46,046 $ 8,377 $ 61,660 $2,743,943 ========== ========== ========== ========== ==========
7 11 NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE F - INVESTMENTS (CONTINUED) The following schedule details the net assets available for benefits for the year ended December 31, 1995:
AIM Limited PIMCO AIM Maturity Low Duration Fidelity AIM Aggressive Treasury Bond Balanced Constellation Growth Fund Fund Fund Fund Fund ---------- ----------- ------------ ---------- ---------- Net assets available for benefits at January 1, 1995 $ 15,709 $ 23,805 $ 124,312 $ 156,086 Employer contributions 6,568 5,697 21,063 1,094 $ 30,141 Employee contributions 25,874 24,038 111,048 3,594 149,181 Investment income 2,275 2,705 9,421 2,497 35,502 Benefit payments Unrealized appreciation 777 1,653 17,499 1,408 67,679 Other transfers, net (1,316) (6,348) (35,450) (164,679) 157,543 --------- --------- --------- --------- --------- Net assets available for benefits at December 31, 1995 $ 49,887 $ 51,550 $ 247,893 $ -0- $ 440,046 ========= ========= ========= ========= ========= Contributions Participant Cash and Interest Loans Equivalents Receivable Total ----------- ----------- ----------- ----------- Net assets available for benefits at January 1, 1995 $ 37,754 $ 31,190 $ 388,856 Employer contributions (23,749) 40,814 Employee contributions 2,026 43,997 359,758 Investment income 467 1,822 54,689 Benefit payments (47,268) (19,389) (66,657) Unrealized appreciation 89,016 Other transfers, net $ 7,477 39,117 3,656 --------- -------- --------- --------- Net assets available for benefits at December 31, 1995 $ 7,477 $ 32,096 $ 37,527 $ 866,476 ========= ======== ========= =========
8 12 NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE G - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits from the financial statements to the Form 5500 at December 31, 1996: Net assets available for benefits per the financial statements $ 2,743,943 Accrual of contributions not received by Plan until 1997 (61,660) ----------- Net assets available for benefits per the Form 5500 $ 2,682,283 ===========
NOTE H - PLAN ASSET TRANSFER Effective January 1, 1996, $903,939 of net plan assets of the ArtMold Products Corporation 401(k) Plan were transferred to the Plan. 9 13 SUPPLEMENTAL SCHEDULES 10 14 NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES FORM 5500 - ITEM 27(a) EIN 74-2553074 DECEMBER 31, 1996 (a) (b) (c) (d) (e) Description of Investment Including Identity of Issue, Borrower Maturity Date, Rate of Interest, Current Lessor or Similar Party Collateral, Par or Maturity Value Cost Cost Value - --------- ---------------------------- ---------------------------------- ------------ ----------- AIM Limited Maturity Mutual fund investing in $ 283,536 $ 284,581 Treasury Fund U.S. Treasury and similar Securities with maturities ranging from 12 to 24 months. PIMCO Low Duration Bond Mutual fund investing in 396,922 402,094 Fund fixed income securities with a portfolio duration of 1 to 3 years Dodge & Cox Mutual fund investing in Balanced Fund common stocks, preferred stocks and bonds 863,982 910,650 AIM Aggressive Growth Fund Mutual fund with an emphasis on 1,017,313 944,395 higher risk stocks Norwood Promotional Products, 4,720 shares of no par value common Inc. common stock stock 88,801 86,140 Participant loans Loans to participants, collateralized by vested interest of account, interest from 8.25% to 9.00% 0 46,046 * Frost National Bank Cash equivalent account 8,377 8,377 ----------- ---------- $ 2,658,931 $2,682,283 =========== ==========
* Person known to be party-in-interest to the plan 11 15 NORWOOD PROMOTIONAL PRODUCTS, INC. EMPLOYEES 401(k) PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FORM 5500 - ITEM 27(d) EIN 74-2553074 YEAR ENDED DECEMBER 31, 1996
(a) (b) (c) (d) (e) Identity of Description of Purchase Selling Party Involved Asset Price Price Lease -------------- -------------- ---------- ---------- --------- N/A Short-Term Prime $ 1,511,914 N/A Short-Term Prime $ 1,399,494 N/A AIM Limited Maturity Treasury Fund 436,494 N/A AIM Limited Maturity Treasury Fund 197,453 N/A PIMCO Low Duration Bond Fund 462,485 N/A PIMCO Low Duration Bond Fund 113,687 N/A Fidelity Balanced Fund 261,117 N/A Dodge & Cox Balanced Fund 1,621,457 N/A Dodge & Cox Balanced Fund 760,292 N/A AIM Aggressive Growth Fund 1,300,327 N/A AIM Aggressive Growth Fund 800,514 N/A Norwood Promotional Products Common Stock 117,403 N/A Norwood Promotional Products Common Stock 21,457 (a) (f) (g) (h) (i) Current Value on Net Identity of Expense Cost of Transaction Gain Party Involved Incurred Asset Date (Loss) -------------- -------- --------- ----------- -------- N/A $ 1,511,914 N/A $ 1,399,494 1,399,494 N/A 436,494 N/A 197,264 197,453 $ 189 N/A 462,485 N/A 113,992 113,687 (305) N/A 248,027 261,117 13,090 N/A 1,621,457 N/A 743,499 760,292 16,793 N/A 1,300,327 N/A 598,690 800,514 201,824 N/A 117,403 N/A 28,602 21,457 (7,145)
NOTE: ALL TRANSACTIONS REPORTED REPRESENT A SERIES OF TRANSACTIONS. 12 16 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23.1 Consent of Akin, Doherty, Klein & Feuge, P.C.
EX-23.1 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report on Norwood Promotional Products, Inc. Employees 401(k) Plan financial statements for the fiscal years 1995 and 1996 included in this Form 11-K into Norwood Promotional Products, Inc.'s Registration Statement on Form S-8 filed December 29, 1995 (Commission File No. 33-81017). AKIN, DOHERTY, KLEIN & FEUGE, P.C. San Antonio, Texas June 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----