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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
- -------------------------------------------------------------------------------
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended January 27, 1994
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from . . . . . . . . to . . . . . . . .
Commission file number 1-8978
LONGS DRUG STORES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Maryland 68-0048627
--------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
141 North Civic Drive
Walnut Creek, California 94596
-------------------------------------- --------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP Code)
Registrant's telephone number, including area code: (510) 937-1170
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -----------------------
Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
- -------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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 X No
--- ---
The Exhibit Index is located on page 4 of this form.
(Cover page 1 of 2 pages)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. /X/
The aggregate market value of voting stock held by non-affiliates of the
registrant as computed by the price of the registrant's shares on the New York
Stock Exchange at the close of business on April 5, 1994, was approximately
$690,767,027.
There were 20,850,197 shares of common stock outstanding as of April 5, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
The Longs Drug Stores Corporation Annual Report to Shareholders for the year
ended January 27, 1994 (hereinafter referred to as the Annual Report), has been
incorporated by reference into:
Part I - Items 1 and 2
Part II - Items 5, 6, 7, and 8
Part IV - Item 14(a)(1)
The definitive proxy statement filed April 5, 1994, involving the election of
directors, has been incorporated by reference into Part III, Items 10, 11, 12,
and 13.
(Cover page 2 of 2 pages)
PART I
ITEM 1. BUSINESS
The Company's business is highly competitive. It competes in the retail drug
industry with local and national chains as well as with independent merchants.
Merchandise of the kind sold by the Company can be found in variety stores,
discount houses, supermarkets, and other retail facilities.
The remainder of the information required by this item is contained in the
Annual Report under the headings "DESCRIPTION OF THE COMPANY" (page 12),
"MANAGEMENT'S DISCUSSION AND ANALYSIS" (page 12), and "QUARTERLY FINANCIAL DATA
(UNAUDITED) AND FIVE YEAR SELECTED FINANCIAL DATA" (page 19). Such information
is hereby incorporated by reference and filed herewith.
ITEM 2. PROPERTIES
The information required by this item is contained in the Annual Report under
the heading "DESCRIPTION OF THE COMPANY" (page 12). Such information is hereby
incorporated by reference and filed herewith.
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not a party to any material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
There were no matters submitted to a vote of stockholders during the fourth
quarter period covered by this report.
-1-
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The information required by this item is contained in the Annual Report under
the headings "STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY" (page 16),
"STOCKHOLDERS' EQUITY" (page 18), "QUARTERLY FINANCIAL DATA (UNAUDITED) AND FIVE
YEAR SELECTED FINANCIAL DATA" (page 19), and "STOCK LISTING" (page 20). Such
information is hereby incorporated by reference and filed herewith.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is contained in the Annual Report under
the heading "MANAGEMENT'S DISCUSSION AND ANALYSIS" (page 12), and "QUARTERLY
FINANCIAL DATA (UNAUDITED) AND FIVE YEAR SELECTED FINANCIAL DATA" (page 19).
Such information is hereby incorporated by reference and filed herewith.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information required by this item is contained in the Annual Report under
the headings "TO OUR SHAREHOLDERS" (pages 3, 4, 6, and 8) and "MANAGEMENT'S
DISCUSSION AND ANALYSIS" (page 12). Such information is hereby incorporated by
reference and filed herewith.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is contained in the Annual Report (pages
13 through 19). Such information is hereby incorporated by reference and filed
herewith.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to directors is contained in
a definitive proxy statement filed April 5, 1994, with the Securities and
Exchange Commission. Such information is hereby incorporated by reference.
Certain information relating to executive officers of the Company appears at
page 3 of this Form 10-K Annual Report.
Items 11, 12, and 13 are omitted since the Company filed on April 5, 1994, with
the Securities and Exchange Commission a definitive proxy statement, involving
the election of directors, for the Annual Meeting on May 17, 1994. Such
information is hereby incorporated by reference.
-2-
EXECUTIVE OFFICERS OF THE REGISTRANT
The following persons are now executive officers of the Company and the Board
of Directors intends to reappoint them to their current offices.
EXECUTIVE OFFICER'S
PRIMARY EXECUTIVE POSITION
NAME AGE POSITION WITH REGISTRANT HELD SINCE(1)(2)
- ---------------- ----- ------------------------------ -------------------
R. M. Long 55 Chairman of the Board 1991
Chief Executive Officer(3) 1977
S. D. Roath 53 President(3) 1991
B. M. Brandon 55 Senior Vice President 1988
G. A. Duey 61 Senior Vice President 1988
O. D. Jones 55 Senior Vice President, Properties and 1975
Secretary
R. A. Plomgren 60 Senior Vice President, Development(3) 1976
D. R. Wilson 52 Senior Vice President, Marketing 1988
W. G. Combs 63 Vice President, Administration, 1961
Corporate Relations(3)
G. L. White 53 Vice President, Controller 1988
- ---------------
(1)Each officer is appointed for a one-year term.
(2)All of the executive officers of the Company have been employed by the
Company for at least the past five years in executive capacities or in
related areas of responsibility.
(3)Also serves as a Director of the Company.
-3-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
----------------------------------------------------------------------
The following financial statements and independent auditors' report
appearing in the Annual Report, on pages 13 through 19, are
incorporated herein by reference:
Statements of Consolidated Income for the fiscal years ended
January 27, 1994, January 28, 1993 and January 30, 1992.
Consolidated Balance Sheets as of January 27, 1994 and January
28, 1993.
Statements of Consolidated Cash Flows for the fiscal years ended
January 27, 1994, January 28, 1993, and January 30, 1992.
Statements of Consolidated Stockholders' Equity for the fiscal
years ended January 27, 1994, January 28, 1993, and January 30,
1992.
Notes to Consolidated Financial Statements.
Independent Auditors' Report.
(a)(2) FINANCIAL STATEMENT SCHEDULES for the fiscal years ended January 27,
1994, January 28, 1993, and January 30, 1992.
----------------------------------------------------------------------
Page
Number
Independent Auditors' Report on Financial Statement
Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Schedule
Number
V Property, Plant and Equipment. . . . . . . . . . . . . 10
VI Accumulated Depreciation of Property, Plant
and Equipment. . . . . . . . . . . . . . . . . . . . . 11
X Supplementary Income Statement Information . . . . . . 12
(a)(3) EXHIBITS
----------------------------------------------------------------------
Exhibit Page
No. Number
3. Articles of Incorporation and By-Laws
a. A copy of the Articles of Incorporation and By-Laws
of Longs Drug Stores Corporation is incorporated
herein by reference as previously filed with the
Commission on March 18, 1985, as Exhibit 3 to Form
S-14, Registration No. 2-96486.
-4-
Exhibit Page
Number: Number
10. Material Contracts
a. A copy of the 1980 Employees' Stock Option Plan of
Longs Drug Stores, Inc., is incorporated herein by
reference as previously filed with the Commission on
April 22, 1980, as Exhibit B to the Company's proxy
statement.
b. A copy of the 1975 Employees' Stock Option Plan of
Longs Drug Stores, Inc., is incorporated herein by
reference as previously filed with the Commission on
April 23, 1976, as Exhibit 1B to Form S-8,
Registration No. 2-56127.
c. A copy of the Stock Option Agreement of Longs Drug
Stores, Inc., dated February 8, 1980, is incorporated
herein by reference as previously filed with the
Commission on April 8, 1980, as Exhibit 2C to Post-
Effective Amendment No. 3 to Form S-8, Registration
No. 2-56127.
d. A copy of the Stock Option Agreement of Longs Drug
Stores, Inc., dated January 17, 1980, is incorporated
herein by reference as previously filed with the
Commission on April 8, 1980, as Exhibit 2B to Post-
Effective Amendment No. 3 to Form S-8, Registration
No. 2-56127.
e. A copy of the Stock Option Agreement of Longs Drug
Stores, Inc., dated April 29, 1977, is incorporated
herein by reference as previously filed with the
Commission on April 17, 1978, as Exhibit 2C to Post-
Effective Amendment No. 2 to Form S-8, Registration
No. 2-56127.
f. A copy of the Amendment to the 1980 Employees' Stock
Option Plan of Longs Drug Stores, Inc., is incorporated
herein by reference as previously filed with the
Commission on July 22, 1982, as Exhibit 19a to Form
8-K.
g. A copy of the Amendments to Stock Option Agreements of
Longs Drug Stores, Inc., dated April 29, 1977,
January 17, 1980, and February 8, 1980, is incorporated
herein by reference as previously filed with the
Commission on July 22, 1982, as Exhibit 19b to Form
8-K.
h. A copy of the Amendments to the 1975 and 1980 Employees'
Stock Option Plans of Longs Drug Stores, Inc., is
incorporated herein by reference as previously filed
with the Commission on May 8, 1985, on Form S-8,
Registration No. 2-97578.
i. Agreement for terminal benefits in the event of
uninvited change in corporate control of Longs Drug
Stores California, Inc., is incorporated herein by
reference as previously filed with the Commission on
April 28, 1986, as Exhibit 10f to Form 10-K.
j. A copy of the Rights Agreement of Longs Drug Stores
Corporation dated August 19, 1986, is incorporated
herein by reference as previously filed with the
Commission on August 21, 1986, as Exhibits 1 and 2
to Form 8-A.
-5-
Exhibit Page
No.: Number
k. A copy of the Long Term Incentive Plan of 1987 of
Longs Drug Stores Corporation is incorporated herein
by reference as previously filed with the Commission
on March 13, 1987, on Form S-8, Registration
No. 33-12653.
l. A copy of the undertakings of Longs Drug Stores
Corporation is incorporated herein by reference as
previously filed with the Commission on April 10, 1987,
into Form S-8, Registration No. 2-97578.
m. A copy of the First Amendment to Rights Agreement of
Longs Drug Stores Corporation dated November 15, 1988,
is incorporated herein by reference as previously filed
with the Commission on December 1, 1988, as Exhibit 1 to
Form 8-K.
n. A copy of the Note Purchase Agreement of Longs Drug
Stores California, Inc., dated April 28, 1989, is
incorporated herein by reference as previously filed
with the Commission on April 18, 1990, as Exhibit 10n
to Form 10-K.
o. A copy of the Proposal to acquire Bill's Drugs, Inc.
is incorporated herein by reference as previously filed
with the Commission on August 6, 1993, on Form S-4,
Registration No. 033-49935.
13. Annual Report . . . . . . . . . . . . . . . . . . . . . (Enclosed)
21. Subsidiary of the Registrant - Longs Drug Stores California, Inc.,
a California corporation.
23. Consents of Auditors and Counsel
a. Independent Auditors' Consent. . . . . . . . . . . . . 13
b. Consent of Counsel . . . . . . . . . . . . . . . . . . 14
(b) REPORTS ON FORM 8-K
There have been no reports on Form 8-K filed during the quarter
ended January 27, 1994.
-6-
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.
LONGS DRUG STORES CORPORATION
--------------------------------------------
(REGISTRANT)
Date April 15, 1994 /s/ G. W. White
----------------------- ---------------------------------------------
Grover White
Vice President - Controller
(PRINCIPAL ACCOUNTING OFFICER)
Date April 15, 1994 /s/ W. G. Combs
----------------------- ---------------------------------------------
W. G. Combs
Vice President - Administration
(PRINCIPAL FINANCIAL OFFICER)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been duly signed by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
DATE SIGNATURE
April 15, 1994 By /s/ R. M. Long
------------------------- -------------------------------------------
(R. M. Long)
Chairman of the Board
Chief Executive Officer and Director
April 15, 1994 By /s/ S. D. Roath
------------------------- -------------------------------------------
(S. D. Roath)
President and Director
-7-
April 15, 1994 By /s/ R. M. Brooks
------------------------- -------------------------------------------
(R. M. Brooks)
Director
April 15, 1994 By /s/ D. G. DeSchane
------------------------- -------------------------------------------
(D. G. DeSchane)
Director
April 15, 1994 By /s/ E. E. Johnston
------------------------- -------------------------------------------
(E. E. Johnston)
Director
April 15, 1994 By /s/ M. S. Metz
------------------------- -------------------------------------------
(M. S. Metz)
Director
April 15, 1994 By /s/ R. A. Plomgren
------------------------- -------------------------------------------
(R. A. Plomgren)
Senior Vice President - Development
and Director
April 15, 1994 By /s/ H. R. Somerset
------------------------- -------------------------------------------
(H. R. Somerset)
Director
April 15, 1994 By /s/ T. R. Sweeney
------------------------- -------------------------------------------
(T. R. Sweeney)
Retired Vice President
and Director
April 15, 1994 By /s/ F. E. Trotter
------------------------- -------------------------------------------
(F. E. Trotter)
Director
-8-
Deloitte &
Touche
__________ ______________________________________________________________
50 Fremont Street Telephone: (415) 247-4000
San Francisco, California 94105-2230 Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
Board of Directors and Stockholders
Longs Drug Stores Corporation
Walnut Creek, California
We have audited the consolidated financial statements of Longs Drug Stores
Corporation and its subsidiary as of January 27, 1994 and January 28, 1993, and
for each of the three fiscal years in the period ended January 27, 1994, and
have issued our report thereon dated February 25, 1994; such financial
statements and report are included in your 1994 Annual Report to Shareholders
and are incorporated herein by reference. Our audits also comprehended the
financial statement schedules of Longs Drug Stores Corporation and its
subsidiary, listed in Item 14(a)(2). These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedules,
when considered in relation to the basic consolidated financial statements taken
as a whole, present fairly in all material respects the information shown
therein.
/s/ Deloitte & Touche
February 25, 1994
_______________
Deloitte Touche
Tohmatsu
International
_______________
-9-
LONGS DRUG STORES CORPORATION
PROPERTY, PLANT AND EQUIPMENT
SCHEDULE V
- ---------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
BALANCE AT OTHER BALANCE
BEGINNING ADDITIONS ADD AT
CLASSIFICATION OF YEAR AT COST(A) RETIREMENTS (DEDUCT)(B) END OF YEAR
- ----------------------------------------------------------------------------------
-------------------------(Thousands)--------------------------
For the Year Ended
January 27, 1994:
Land $ 70,348 $ 3,979 $ -- $ 3,290 $ 77,617
Buildings and
leasehold
improvements 257,278 26,163 924 4,354 286,871
Equipment and
fixtures 203,476 31,163 6,106 -- 228,533
Beverage licenses 6,930 435 404 -- 6,961
-------- -------- -------- -------- --------
TOTAL $538,032 $ 61,740 $ 7,434 $ 7,644 $599,982
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
For the Year Ended
January 28, 1993:
Land $ 66,758 $ 5,770 $ 2,180 $ -- $ 70,348
Buildings and
leasehold
improvements 242,718 18,520 3,960 -- 257,278
Equipment and
fixtures 179,011 30,793 6,328 -- 203,476
Beverage licenses 6,860 301 231 -- 6,930
-------- -------- -------- -------- --------
TOTAL $495,347 $ 55,384 $ 12,699 $ -- $538,032
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
For the Year Ended
January 30, 1992:
Land $ 67,244 $ 565 $ 1,051 $ -- $ 66,758
Buildings and
leasehold
improvements 220,701 23,037 1,020 -- 242,718
Equipment and
fixtures 147,948 36,039 4,976 -- 179,011
Beverage licenses 6,947 52 139 -- 6,860
-------- -------- -------- -------- --------
TOTAL $442,840 $ 59,693 $ 7,186 $ -- $495,347
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
- -------------------------------------------------------------------------------
(A)Primarily cash expenditures for construction costs and equipment for new
stores opened during the fiscal year, including systems development.
(B)During the year ended January 27, 1994, the assets of Bill's Drug Stores,
Inc. were acquired in a stock transaction.
-10-
LONGS DRUG STORES CORPORATION
ACCUMULATED DEPRECIATION
OF
PROPERTY, PLANT AND EQUIPMENT
SCHEDULE VI
- ---------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
ADDITIONS
BALANCE AT CHARGED TO OTHER BALANCE
BEGINNING COSTS AND ADD AT
CLASSIFICATION OF YEAR EXPENSES(A) RETIREMENTS (DEDUCT) END OF YEAR
- ---------------------------------------------------------------------------------
-------------------------(Thousands)--------------------------
For the Year Ended
January 27, 1994:
Buildings and
leasehold
improvements $ 67,439 $ 10,154 $ 37 $ -- $ 77,556
Equipment and
fixtures 103,931 22,469 5,048 -- 121,352
Beverage licenses -- 364 -- -- 364
-------- -------- -------- -------- --------
TOTAL $171,370 $ 32,987 $ 5,085 $ -- $199,272
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
For the Year Ended
January 28, 1993:
Buildings and
leasehold
improvements $ 58,704 $ 9,230 $ 495 $ -- $ 67,439
Equipment and
fixtures 89,626 19,199 4,894 -- 103,931
-------- -------- -------- -------- --------
TOTAL $148,330 $ 28,429 $ 5,389 $ -- $171,370
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
For the Year Ended
January 30, 1992:
Buildings and
leasehold
improvements $ 51,427 $ 7,834 $ 557 $ -- $ 58,704
Equipment and
fixtures 78,212 15,437 4,023 -- 89,626
-------- -------- -------- -------- --------
TOTAL $129,639 $23,271 $ 4,580 $ -- $148,330
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
- -------------------------------------------------------------------------------
(A)Depreciation is calculated using the straight-line method and estimated
useful lives of twenty to thirty-three years for buildings, life of the
lease for leasehold improvements, and three to twenty years for equipment
and fixtures.
-11-
LONGS DRUG STORES CORPORATION
SUPPLEMENTARY INCOME STATEMENT INFORMATION
SCHEDULE X
- -------------------------------------------------------------------------------
COLUMN A COLUMN B
CLASSIFICATION CHARGED TO
COSTS & EXPENSES
(THOUSANDS)
- -------------------------------------------------------------------------------
FOR THE YEAR ENDED JANUARY 27, 1994:
Advertising $20,589
-------
-------
For the Year Ended January 28, 1993:
Advertising $17,488
-------
-------
For the Year Ended January 30, 1992:
Advertising $20,555
-------
-------
-12-
Deloitte &
Touche
__________ _________________________________________________________________
50 Fremont Street Telephone: (415) 247-4000
San Francisco, California 94105-2230 Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements
No. 2-97578 and 33-12653 of Longs Drug Stores Corporation on Form S-8 of our
reports dated February 25, 1994 appearing in and incorporated by reference
in this Annual Report on Form 10-K of Longs Drug Stores Corporation for the
year ended January 27, 1994.
/s/ Deloitte & Touche
April 11, 1994
_______________
Deloitte Touche
Tohmatsu
International
_______________
-13-
LAW OFFICES
Howard H. Bell James Dunlavey
Robert Rosenberg* BELL, ROSENBERG & HUGHES Retired
Roger M. Hughes 1300 CLAY STREET, SUITE 1000
James C. Nelson P.O. BOX 70220 STATION "D" Telephone
Catherine M. Fisher OAKLAND, CALIFORNIA 94612-0220 (510) 832-8585
John H. Banister
Roland Nikles Telecopier
Teresa Jenkins Main (510) 839-6925
Howard G. Curtis
Jennifer M. V. Bergstrom
Joseph A. Creitz
*Certified Specialist-Probate,
Estate Planning & Trust Law
The State Bar of California
Board of Legal Specialization
March 21, 1994
Longs Drug Stores Corporation
P.O. Box 5222
Walnut Creek, CA 94596
Gentlemen:
We hereby consent to the use in the Annual Report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, and amendments thereto, of Longs
Drug Stores Corporation (the Company), on Form 10-K, of
(a) our opinion dated May 7, 1985 to the Company's Registration Statement on
Form S-8 (Number 2-97578), under the Securities Act of 1933, as amended,
covering 474,576 shares of the Company's Common Stock to be issued upon
exercise of options granted under the Company's 1975 Employees' Stock
Option Plan and 1980 Employees' Stock Option Plan.
(b) our opinion dated April 2, 1985 to the Company's Registration Statement on
Form S-14 (Number 2-96486) under the Securities Act of 1933, as amended,
covering 21,900,000 shares of the Company's Common Stock.
(c) our opinion dated March 5, 1987 to the Company's Registration Statement on
Form S-8 (Number 33-12653), under the Securities Act of 1933, as amended,
covering 400,000 shares of the Company's Common Stock to be issued upon
exercise of awards under the Company's Long Term Incentive Plan of 1987.
Yours very truly,
BELL, ROSENBERG & HUGHES
/s/ Howard H. Bell
Howard H. Bell
-14-