ITEM 1. BUSINESS
General - -------
First Oak Brook Bancshares, Inc. ("the Company") was organized under Delaware law on March 3, 1983, as a bank holding company under the Bank Holding Company Act of 1956, as amended. The Company owns all of the outstanding capital stock of Oak Brook Bank ("Bank"), Oak Brook, Illinois, which is an Illinois state- chartered bank. The bank has seven locations in DuPage County and two locations in Cook County.
The Company has two classes of common stock, Class A Common stock and Common stock. The Common stock is convertible into Class A Common at any time on a one-for-one basis. The Company has authorized shares of Class A Common and Common stock of 4,000,000 and 3,000,000, respectively.
As of December 31, 1995, the Company had total assets of $678,102,000; loans of $362,728,000, deposits of $555,086,000, and shareholders' equity of $53,762,000.
The business of the Company consists primarily of the ownership, supervision and control of its subsidiary bank. The Company provides its subsidiary bank with advice, counsel and specialized services in various fields of financial, audit, legal and banking policy and operations. The Company also engages in negotiations designed to lead to the acquisition of other banks and closely related businesses.
The Bank is engaged in the general retail and commercial banking business. The services offered include demand, savings, and time deposits, corporate cash management services, commercial lending products such as commercial loans, mortgages and letters of credit, and personal lending products such as residential mortgages, home equity lines, auto loans and credit card products. In addition, related products and services are offered including discount brokerage, mutual funds and annuity sales, and foreign currency and precious metal sales. Oak Brook Bank has a full service trust and land trust department.
The Bank originates the following types of loans: commercial, real estate (land acquisition, development & construction, commercial mortgages, residential mortgages and home equity), credit card and consumer installment loans. The extension of credit inherently involves certain levels and types of risk (general economic, default, concentration, interest rate and credit) which the Company prudently manages through the establishment of lending, credit and asset/liability management policies and procedures.
Loans originated comply with the Bank's loan policies and governmental rules, regulations and laws. While the subsidiary bank's loan policy varies for different loan products, the policy generally covers such items as: percentages to be advanced against collateral, blanket or specific liens, insurance requirements, maximum terms, down payment requirements, debt-to-income ratio, credit history and other matters of credit concern.
The Bank's loan policy grants limited loan approval authority to designated loan officers. Where a credit request exceeds the loan officer's approval authority, approval by a more senior lending officer and/or bank loan committee is required. The loan policy sets forth those credit requests that either because of the amount and/or type, require the approval of the bank loan committee.
The chart that follows sets forth the credit risks, loan origination procedures, underwriting standards and lien position generally associated with the Bank's lending in each major loan category. The major loan categories are residential real estate, including purchase money, refinances and home equity; commercial real estate, including land acquisition, development and construction loans; commercial loans; auto loans (direct and indirect); credit cards and student loans. These loans, except for credit cards, are made generally in the Chicago Metropolitan area and are generally secured by collateral located in the Chicago Metropolitan area.
The chart sets forth the information generally considered in approving these loans and the collateral stated for each category is the collateral generally required for these loans. Each loan is reviewed on its own merits and the information set forth in the chart does not necessarily apply to each loan within those categories. The lien position (if any) and collateral documentation for commercial loans, commercial real estate and construction loans are structured specifically for each loan.
Competition - -----------
The Company and its subsidiary bank operate primarily in DuPage County, Illinois, with seven locations, and two locations in Cook County, Illinois, one of which is located in western Cook County and the other on Chicago's North Shore.
At June 30, 1995, the Company's seven DuPage County, Illinois, offices held $468 million in deposits for an approximate 5.2% market share in relation to the total deposits in DuPage County commercial banks. The Company's two offices in Cook County, Illinois contained $74 million in deposits for an approximate .1% market share of Cook County. The Company's offices are part of the Chicago banking market, as defined by the Federal Reserve Bank of Chicago, consisting of Cook, DuPage and Lake Counties, which at June 30, 1995 had $90.0 billion in deposits.
The Company's subsidiary bank is located in a highly competitive market facing competition for deposits, loans and other banking services from many financial intermediaries, including savings and loan associations, finance companies, credit unions, mortgage companies, retailers, stockbrokers, insurance companies and investment companies, many of which have greater assets and resources than the Company.
Regulation and Supervision - --------------------------
General - -------
The Company is a bank holding company subject to the restrictions and regulations adopted under the Bank Holding Company Act of 1956, as amended (the "BHCA"), and interpreted by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), and the Company is also subject to Federal Securities Laws and Delaware Law. The BHCA requires every bank holding company to obtain the prior approval of the Federal Reserve Board before acquiring direct or indirect ownership or control of 5% or more of the voting shares of any bank or bank holding company. However, no acquisition may be approved if it is prohibited by applicable state law. The Company is examined by the Federal Reserve Bank of Chicago.
The subsidiary bank is subject to extensive governmental regulation and periodic regulatory reporting requirements. The regulations by various governmental entities, as well as Federal and State laws of general application affect the Company and the subsidiary bank in many ways including but not limited to: requirements to maintain reserves against deposits, payment of FDIC insurance, restrictions on investments, establishment of lending limits and payment of dividends. The subsidiary bank is primarily supervised and examined by the Illinois Commissioner of
Banks and Trust Companies and the Federal Deposit Insurance Corporation.
The Federal Reserve Bank examines and supervises bank holding companies pursuant to risk-based capital adequacy guidelines. These guidelines establish a uniform capital framework that is sensitive to risk factors, including off-balance sheet exposures, for all federally supervised banking organizations. This can impact a bank holding company's ability to pay dividends and expand its business through the acquisition of subsidiaries if capital falls below the levels established by these guidelines. As of December 31, 1995 the Company's Tier 1, total risk-based capital and leveraged ratios were in excess of minimum regulatory guidelines and also exceed the FDIC criteria for "well capitalized" banks. See the Company's Annual Report at page 34 for a more detailed discussion of the Risk Based Assessment System and the impact upon the Company and its subsidiary bank.
Federal Deposit Insurance Corporation's Reduction of Insurance Assessments - --------------------------------------------------------------------------
Under Federal law, the FDIC has authority to impose special assessments on insured depository institutions, to repay FDIC borrowings from the United States Treasury or other sources, and to establish semi-annual assessment rates for Bank Insurance Fund ("BIF") member banks to maintain the BIF at the designated reserve ratio required by law. Effective January 1, 1996, the FDIC reduced the assessment rate schedule for all BIF members as set forth below:
*Subject to the statutory minimum of $2,000 per institution per year.
The assessment schedule requires a minimum annual fee of $2,000 per institution for the banks in the highest capital group and supervisory subgroup. Congress is still debating the merger of the BIF and the Savings Association Insurance Fund ("SAIF") funds which, if it occurs, may increase the BIF members assessment to pay for SAIF debt.
The Riegle/Neal Interstate Banking and Branching Efficiency Act of 1994 "The - ---------------------------------------------------------------------------- Interstate Banking Act" - -----------------------
The Interstate Banking Act allowed "adequately capitalized" and "adequately managed" bank holding companies to acquire banks in any state as of September 29, 1995. The Act also allows interstate merger transactions after June 1, 1997.
The Interstate Banking Act amends Section (d) of the Bank Holding Company Act of 1956 authorizing the Federal Reserve to approve a bank holding company's application to acquire either control or substantial assets of a bank located outside of the bank holding company's home state regardless of whether the acquisition would be prohibited by state law. The Federal Reserve may approve these transactions only for "adequately capitalized" and "adequately managed" bank holding companies.
The Interstate Banking Act also amended the Federal Deposit Insurance Act and beginning June 1, 1997 responsible agencies may approve merger transactions between insured banks with different home states regardless of whether the transaction is prohibited under state law. Through interstate merger transactions, banks will be able to acquire branches of out of state banks by converting their offices into branches of the resulting bank. The Act provides that it will be the exclusive means for bank holding companies to obtain interstate branches. In these transactions, the resulting bank must remain "adequately capitalized" and "adequately managed" upon completion of the merger. The Act also states that a home state may enact a law preventing these transactions, Illinois will allow these transactions effective June 1, 1997. Each state has until June 1, 1997 to enact such legislation.
Financial Institutions Reform, Recovery and Enforcement Act of 1989 "FIRREA" - ----------------------------------------------------------------------------
The FIRREA has broadened the regulatory powers of federal bank regulatory agencies. One of the provisions of FIRREA contains a "cross-guarantee" provision which could impose liability on the Company for losses incurred by the FDIC in connection with assistance provided to or the failure of any of the Company's insured depository institutions. In addition, under Federal Reserve Board policy the Company is expected to act as a source of financial strength to its subsidiary bank and to commit resources to support the subsidiary bank. As a result of such policies, the Company could be required to commit resources to its subsidiary bank in circumstances where it might not do so absent such policies.
Comprehensive Environmental Response Compensation and Liability Act "CERCLA" - ----------------------------------------------------------------------------
In 1992 the U.S. Environmental Protection Agency (USEPA) adopted the CERCLA which provided lenders with an exemption from liability if the lender did not participate in the management of the contaminated property. The Secured Lender Exemption Rule protected secured lenders from CERCLA liability if they did not exercise significant control over the borrowers day-to-day operations and did not fail to foreclose and promptly dispose of the contaminated property. However, the Third Circuit Court of Appeals decision in Frank J. Kelley, Attorney General for the State of Michigan, v. Environmental Protection Agency, Chemical Manufactures Association v. Environmental Protection Agency, 15 F. 3d 1100 (D.C. Cir. 1994) ("Kelley") invalidated the secured lender exemption, and the U.S. Supreme Court denied the appeal.
At this time Congress has not altered the Kelley decision and secured lenders continue to be exposed to potential liability for clean-up of hazardous waste material on real property subject to their security interests. The Bank continues to require environmental assessments on commercial real property prior to approval and funding. This policy reduces the Bank's potential liability for hazardous waste clean-up by identifying the risks present on the property.
The state of Illinois amended its Innocent Landowner Law to protect lenders and purchasers from environmental clean up liabilities. The law provides "innocent landowner" protection for lenders and purchasers who perform Phase I and Phase II environmental assessments or audits meeting the statutory requirements. This law will protect the banks from prosecution by the Illinois Environmental Protection Agency; however, it does not protect them against CERCLA liability.
The Federal Deposit Insurance Corporation Improvement Act of 1991 "FDICIA" - --------------------------------------------------------------------------
The FDICIA significantly expanded the regulatory and enforcement powers of federal banking regulators. FDICIA gives federal banking regulators comprehensive directions to promptly direct or require the correction of problems of inadequately capitalized banks in a manner that is least costly to the Federal Deposit Insurance Fund. The degree of corrective regulatory involvement in the operations and management of banks and their holding companies will be largely determined by the actual or anticipated capital position of the institution. See the Company's Annual Report page 34 detailing the Company's capital position.
FDICIA also directs federal banking regulatory agencies to issue new safety and soundness standards governing operational and managerial activities of banks and their holding companies
particularly in regard to internal controls, loan documentation, credit underwriting, interest rate exposure, asset growth and executive compensation. The following regulations were passed to implement some of the above objectives:
. The Bank is subject to and has complied with the Annual Independent Audits and Reporting Requirements' regulations. The regulations subject financial institutions with total assets of $500 million or greater to new stringent annual audit and reporting requirements including: (1) an audit committee comprised solely of outside directors; (2) submission of audited financial statements; and, (3) a report by management regarding compliance with designated laws and regulations and internal controls over financial reporting.
. In August 1995, the Federal Banking Agencies jointly issued a final ruling which stated that the agencies will include in their evaluation of capital adequacy the exposure to declines in economic value of the bank's capital due to changes in interest rates. The implementation of the proposed process for measuring interest rate risk exposure has been delayed pending further review by the Federal Banking Agencies. If the regulators determine a bank is in a high risk position, additional capital may be required. The Company and its subsidiary bank, on a regular basis, monitor and establish policy limits on the sensitivity of net interest income to changes in interest rates.
Other Laws and Regulations - --------------------------
Proposals that change the laws and regulations governing banks, bank holding companies and other financial institutions are discussed in congress, the state legislatures and before the various bank regulatory agencies. Banks are subject to a number of federal and state laws and regulations which have a material impact on their business. These include, among others, state usury laws, consumer protection laws and regulations, (e.g., the Truth in Lending Act, the Equal Credit Opportunity Act, the Expedited Funds Availability Act, the Community Reinvestment Act, the Truth in Savings Act), as well as the electronic funds transfer laws, Bank Secrecy Act, environmental laws and privacy laws.
Statistical Disclosure by Bank Holding Companies - ------------------------------------------------
See "Financial Review" on pages 22 through 34, inclusive, of the Company's 1995 Annual Report to Shareholders, which is incorporated herein by reference for the statistical disclosure by bank holding companies.
ITEM 2.
ITEM 2. PROPERTIES
The Company's offices are located in Oak Brook, Illinois. The subsidiary bank and its branches conduct business in both owned and leased premises. The Company believes its facilities are suitable and adequate to operate its banking business. For information concerning lease obligations, see Note 6 of the Notes to Consolidated Financial Statements and lease exhibits previously filed and incorporated by reference.
The Company and Oak Brook Bank occupy space in a four-year old, three-story, 100,000 square foot, modern office building located at 1400 Sixteenth Street, Oak Brook, Illinois, which is owned and operated by Oak Brook Bank. The first and second floors and portions of the third floor and lower level are occupied by Oak Brook Bank. The Company leases a small portion (1,700 square feet) from Oak Brook Bank. The majority of the third floor is rented to third parties.
In addition, Oak Brook Bank operates the following branches:
Addison - A 24 year old, 14,500 square foot, two-story brick, colonial building including a full basement and attached drive-up facility in Addison, Illinois. The second floor is rented to third parties. This facility and real estate are owned by Oak Brook Bank and was formerly the Heritage Bank of Addison, acquired September, 1974.
Bensenville - Approximately 2,000 square feet of leased space in a modern, two-story glass building in Bensenville, Illinois. Opened in May, 1986.
Broadview - A 42 year old, 6,955 square foot, one-story brick building in Broadview, Illinois. This facility and real estate are owned by Oak Brook Bank. Formerly Liberty Bank acquired March, 1991.
Broadview Drive-up - Oak Brook Bank also owns a detached one-story drive-up facility across the street from the Broadview location.
Burr Ridge - Approximately 6,600 square feet of leased space in a one-story contemporary building located in Burr Ridge, Illinois. A portion of this space is used for record storage. Opened in October, 1988.
Glenview - Approximately 1,800 square feet of leased space in a strip shopping center in Glenview, Illinois. Opened in March, 1990.
Lisle - Approximately 1,300 square feet of leased space in a neighborhood shopping center in a primarily residential
section of Lisle, Illinois. A detached drive-up automated teller machine is also operated at this location. Opened in October, 1985.
Naperville - A 2,600 square foot, two-story contemporary Palladian-style building with a full basement and attached drive-up facility in Naperville, Illinois. This facility is owned by Oak Brook Bank. Opened in June, 1988.
Warrenville - Approximately 4,400 square feet of leased space on the first floor of a two-story tudor-style building with a full basement and attached drive-up facility in Warrenville, Illinois. Formerly Warrenville Bank & Trust acquired April, 1983.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Various actions and proceedings arising in the ordinary course of business are presently pending to which the Company or the subsidiary bank is a party. Management, after consulting with legal counsel, believes that the aggregate liabilities, if any, arising from such actions would not have a materially adverse effect on the financial position of the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of shareholders during the fourth quarter of this year.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
See page 48 and Notes 9 and 11 of the Notes to Consolidated Financial Statements on pages 45 and 46 of the Company's 1995 Annual Report to Shareholders which is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
See "Earnings Summary and Selected Consolidated Financial Data" on page 22 of the Company's 1995 Annual Report to Shareholders, which is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
See "Financial Review" on pages 22 through 34, inclusive, of the Company's 1995 Annual Report to Shareholders, which is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and related notes are on pages 35 through 47, inclusive, of the Company's 1995 Annual Report to Shareholders, which is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See "Directors and Executive Officers" on page 6 of the Company's Proxy Statement to be filed on or before April 5, 1996, which is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
See "Summary Compensation Table" and footnotes, "Five Year Performance Comparison" and "Aggregated Option Exercises and Year-End Option Values Table" and "Option Grants Table" on pages 10 through 14, inclusive, of the Company's Proxy Statement to be filed on or before April 5, 1996, which is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See "Information Concerning Security Ownership of Certain Beneficial Owners and Management" on pages 2 and 3 of the Company's Proxy Statement to be filed on or before April 5, 1996, which is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Certain Transactions" on page 11 of the Company's Proxy Statement to be filed on or before April 5, 1996, which is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
ANNUAL REPORT PAGE ---- (a) 1. The following financial statements are filed as part of this report:
Annual Report to Shareholders - Report of Independent Auditors 35 Consolidated Balance Sheets - December 31, 1995 and 1994 36 Consolidated Statements of Income for the Three Years Ended December 31, 1995 37 Consolidated Statements of Changes in Shareholders' Equity for The Three Years Ended December 31, 1995 38 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 1995 39 Notes to Consolidated Financial Statements 40-47
2. Financial statement schedules: All schedules are omitted as they are not applicable or information is included in the consolidated financial statements or the notes thereto.
(b) The following Reports on Form 8-K were filed during the last quarter of the period covered by this report: None
(c) The following exhibits are included herein:
Exhibit (3) Articles of Incorporation including Amendments thereto and By Laws of First Oak Brook Bancshares, Inc. (Exhibit 3 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.1) Loan Agreement between First Oak Brook Bancshares, Inc. and LaSalle National Bank dated December 1, 1991 and amendments dated January 31, 1993 and March 31, 1994. (Exhibit 10.1 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.2) Lease Agreement between First Oak Brook Bancshares, Inc. and Oak Brook Bank dated November 8, 1991. (Exhibit 10.2 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.3) Data Processing Agreement between First Data Resources Inc. and Oak Brook Bank dated November 22, 1991. (Exhibit 10.3 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference.) Amendment thereto dated March 1, 1996 filed herewith.
Exhibit (10.4) First Oak Brook Bancshares, Inc. Employees' Stock Bonus Plan as amended and restated effective July 19, 1994. (Exhibit 10.4 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.5) First Oak Brook Bancshares, Inc. Amended and Restated 1987 Stock Option Plan effective September 21, 1987. (Exhibit 10.5 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.6) Lease Agreement between Oak Brook Bank, not personally, but solely as Trustee under Trust Agreement dated August 1, 1989 and known as Trust Number 2200 and Life Investors Insurance Co. of America, an Iowa Corporation, for Suite 300 of the Oak Brook Bank Building. (Exhibit 10.6 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.7) Lease Agreement between Oak Brook Bank, not personally, but solely as Trustee under Trust Agreement dated August 1, 1989 and known as Trust Number 2200 and CB Commercial Real Estate Group, Inc., a Delaware Corporation, for Suite 301 of the Oak Brook Bank Building. (Exhibit 10.7 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.8) License Agreement, between Jack Henry & Associates, Inc. and First Oak Brook Bancshares, Inc. dated March 10, 1993. (Exhibit 10.8 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.9) Form of Transitional Employment Agreement for Eugene P. Heytow, Richard M. Rieser, Jr. and Frank M. Paris. (Exhibit 10.9 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.10) Form of Transitional Employment Agreement for Senior Officers. (Exhibit 10.10 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.11) Form of Agreement Regarding Post-Employment Restrictive Covenants for Eugene P. Heytow, Richard M. Rieser, Jr. and Frank M. Paris. (Exhibit 10.11 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.12) Form of Supplemental Pension Benefit Agreement for Eugene P. Heytow. (Exhibit 10.12 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.13) Form of Supplemental Pension Benefit Agreement for Richard M. Rieser, Jr. (Exhibit 10.13 to the Company's Form 10-K Annual Report for the year ended December 31, 1994, incorporated herein by reference).
Exhibit (10.14) Senior Executive Insurance Plan.
Exhibit (13) Annual Report to Shareholders.
Exhibit (21) Subsidiary of the Registrant.
Exhibit (23) Consent of Ernst & Young LLP.
Exhibit (27) Financial Data Schedule.
Exhibits 10.9 through 10.14 are management contracts or compensatory plans or arrangements required to be filed as an Exhibit to this Form 10-K pursuant to Item 14(c) hereof.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FIRST OAK BROOK BANCSHARES, INC. -------------------------------- (Registrant)
BY: /S/EUGENE P. HEYTOW ------------------------------ (Eugene P. Heytow, Chairman of the Board and Chief Executive Officer)
DATE: March 21, 1996 ------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ----
/S/EUGENE P. HEYTOW Chairman of the Board March 21, 1996 - --------------------------- and Chief Executive Eugene P. Heytow Officer
/S/FRANK M. PARIS Vice Chairman of March 21, 1996 - --------------------------- the Board Frank M. Paris
/S/RICHARD M. RIESER, JR. President, March 21, 1996 - --------------------------- Assistant Secretary, Richard M. Rieser, Jr. and Director
/S/ALTON WITHERS Director March 21, 1996 - --------------------------- Alton Withers
/S/MIRIAM LUTWAK FITZGERALD Director March 21, 1996 - --------------------------- Miriam Lutwak Fitzgerald
/S/GEOFFREY R. STONE Director March 21, 1996 - --------------------------- Geoffrey R. Stone
/S/ROBERT WROBEL Director March 21, 1996 - --------------------------- Robert Wrobel
/S/ROSEMARIE BOUMAN Vice President, Chief March 21, 1996 - --------------------------- Financial Officer, Rosemarie Bouman Treasurer (Principal Accounting Officer)