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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: FEBRUARY 28, 1997
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
Commission File No. 0-2733
AZTEC MANUFACTURING CO.
(Exact name of registrant as specified in its charter)
TEXAS 75-0948250
(State of incorporation) (I.R.S. Employer Identification Number)
400 NORTH TARRANT
CROWLEY, TEXAS 76036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 297-4361
Securities registered pursuant to section 12(b) of the act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
--------------------- ------------------------------------
COMMON STOCK, $1.00 PAR VALUE 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 ___
-----
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 Common Stock held by non-affiliates on May 2,
1997, was approximately $51,131,362. As of May 2, 1997, there were 5,912,647
shares of Aztec Manufacturing Co. Common Stock $1.00 par value outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part I, Part II and Part IV incorporate certain information by reference from
the Registrant's Annual Report to Shareholders for the year ended February 28,
1997. Part III incorporates information by reference from the Proxy Statement
for the 1997 Annual Meeting of Shareholders of Registrant.
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PART I
ITEM 1. BUSINESS
Aztec Manufacturing Co. ("Aztec" or the "Company") was incorporated under the
laws of the state of Texas on March 26, 1956. Aztec, through its subsidiaries,
operates under three segments. These segments are Electrical Products,
Galvanizing and Oil Field Products, which are discussed further below.
Aztec started in 1956 as an oil field-related company servicing oil field supply
companies and steel mills. The Company was located in Fort Worth, Texas, but
subsequently moved to Crowley, Texas. In 1965, Aztec diversified into the
galvanizing industry and opened its first location in Crowley, Texas. Oil field
operations were expanded with the opening of its Houston facility in 1967.
Galvanizing operations were expanded with the formation of Aztec Industries in
Jackson, Mississippi in 1969, the opening of a galvanizing facility in Houston
in 1975, the acquisition of Automatic Processing in Moss Point, Mississippi and
the formation of Aztec Mfg. Co. - Waskom in Waskom, Texas in 1986. Aztec added
to its Oil Field Products Segment in 1986 with the purchase of Parks Machine, a
job shop screw machine facility, located in Crowley, Texas. Aztec closed its
Houston Tubing facility in 1989 due to the depressed domestic oil industry. The
Electrical Products Segment was formed with the purchase of Rig-A-Lite
Partnership, LTD. in Houston, Texas, in March 1990 and the acquisition of The
Calvert Company located in Jackson, Mississippi, in September 1990. Aztec
closed and liquidated Parks Machine in November 1992, due to the low level of
oil field activity. Aztec added to its Electrical Products Segment with the
acquisition of Atkinson Industries, Inc., in March 1993. Gulf Coast
Galvanizing, Inc., located in Citronelle, Alabama, was acquired in January 1994.
Aztec completed and opened in November 1994 a new galvanizing facility near
Phoenix in Goodyear, Arizona. Arkansas Galvanizing, Inc., located in Prairie
Grove, Arkansas, was acquired in February, 1996. Hobson Galvanizing, Inc.
located in Belle Chase, Louisiana, the Company's ninth galvanizing facility, was
acquired in March, 1997.
A three-year summary of sales, operating profit and identifiable assets by
industry segment is included in Note 10 to the Consolidated Financial Statements
on page 22 of the Registrant's 1997 Annual Report to Shareholders. Such
information is hereby incorporated by reference.
Aztec provides services and manufacturing of products in the following areas:
ELECTRICAL PRODUCTS SEGMENT
This segment includes Rig-A-Lite Partnership, LTD, which manufactures and
assembles lighting fixtures for hostile and hazardous environments in the
industrial market. Rig-A-Lite also engages in the assembly and installation of
electrical components and lighting fixtures on drilling rigs for the petroleum
industry. Also in this segment is The Calvert Company, which designs,
manufactures and installs electrical bus duct systems for the power generation
industry. A bus duct consists of insulated power conductors housed in a metal
enclosure. Individual pieces of bus duct are arranged in whatever physical
configuration that may be required to distribute electrical power to or from a
generator, transformer, switching device or other electrical apparatus. Bus
duct systems that can be provided are non-segregated phase, segregated phase and
isolated phase styles with numerous amperage and voltage ratings. Atkinson
Industries, Inc., was acquired in March, 1993 and added to Aztec's Electrical
Products Segment. Atkinson, located in Pittsburg, Kansas, manufactures factory-
fabricated electrical power centers and assemblies for the industrial and power
generation industries. The market for Aztec's Electrical Products Segment is
highly competitive and consists of a few large national companies, as well as
numerous small independents. Competition is based primarily on product quality,
range of product line, price and service. The Company believes that it can
compete favorably with regard to each of these factors. Copper, aluminum and
steel are the primary raw materials used in this segment and are readily
available. This Segment's products are sold through manufacturers'
representatives and its internal sales force. This Segment is not dependent on
any single customer or limited number of customers for sales, and the loss of
any single customer would not have a material adverse effect on revenues.
Backlog of orders was approximately $10,315,000 at February 28, 1997, $7,600,000
at February 29, 1996, and $9,100,000 at February
I-1
28, 1995. All of the fiscal 1997 backlog will be delivered in the next 18
months. Orders included in the backlog are represented by contracts and purchase
orders that the Company believes to be firm. Historically, no material amount of
orders included in the backlog has been canceled. The Company experiences no
seasonal fluctuations in this segment's business nor does it follow any unusual
practices relating to working capital items such as inventory and rights to
return merchandise. Total employment in this segment is 238 persons.
GALVANIZING SEGMENT
Custom hot-dip galvanizing service is provided for industries handling
fabricated metal products. This process provides corrosion protection of
fabricated steel for extended periods up to 50 years. Galvanizing is a highly
competitive business. Aztec competes with other independent galvanizing
companies, captive galvanizing facilities operated by manufacturers, and
alternate forms of corrosion protection such as paint. Market conditions are,
therefore, highly competitive in pricing, due to freight cost. Aztec is limited
to some extent in its galvanizing market to areas within a close proximity of
its existing locations. Zinc is the principal raw material used in the
galvanizing process and currently is readily available. Aztec has a broad
customer base in galvanizing. No one customer represented as much as 10 percent
of consolidated revenues. The backlog of galvanizing orders generally is
nominal due to the short time requirement involved in the process. The Company
experiences no seasonal fluctuations in this segment's business nor does it
follow any unusual practices relating to working capital items such as
inventory, rights to return merchandise, and extended payment terms to
customers. Total employment in this segment is 252 persons.
OIL FIELD PRODUCTS SEGMENT
Aztec processes and provides oil field tubular products to the extent of
upsetting, threading, testing and heat treating and also manufacturers oil field
pup joints. The principal market is the oil industry, with distribution through
supply houses, steel mills and other manufacturers in the metal fittings
industry. This business is highly competitive and price sensitive, with
competition coming from several small oil field tubing processors and supply
houses. The Company closed its Houston Tubing facility in March 1989, and
liquidated this facility in 1997. The low level of activity in the Company's
screw machine operation prompted the Company to close this facility in November
1992. Steel is the principal raw material used in this segment and currently is
readily available. Aztec has a limited customer base in this area, but no one
customer represents as much as 10 percent of consolidated revenues. Backlog
consisted of approximately $630,000 at February 28, 1997, $137,000 at February
29, 1996, and $50,000 at February 28, 1995. Backlogs are expected to be filled
within the coming fiscal year. The Company experiences no seasonal fluctuations
in this segment's business nor does it follow any unusual practices relating to
working capital items such as inventory, rights to return merchandise, and
extended payment terms to customers. Total employment in this segment is 72
persons.
GENERAL
In fiscal 1997, the Company did not introduce a new product line or a new
industry segment or make public its intentions to introduce a new product or do
business in a new industry segment. The Company has established a $386,000
reserve at the end of fiscal 1997 against receivables for any possible loss of
these receivables.
There are no significant patents, trademarks, licenses, franchises or
concessions. The Company does not have a material portion of business that may
be subject to renegotiation of profits or termination of contracts or
subcontracts at the election of the Government. There were no material amounts
spent on research and development activities during the preceding three fiscal
years.
ENVIRONMENTAL
The Company complies, in all material respects, with the relevant legislation
and regulations affecting its operations and the discharge of wastes. To date,
the Company has not expended any material amounts to comply with such
regulations and management does not currently anticipate that future compliance
will have a material adverse effect on the consolidated financial position or
results of operations of the Company. The Company has been named in
environmental proceedings that are further described in Item 3 - Legal
Proceedings.
I-2
FORWARD LOOKING STATEMENT
This Form 10-K contains forward looking statements. Such statements are
typically punctuated by words or phrases such as "anticipates," "estimate,"
"should," "may," "management believes," and words or phrases of similar import.
Such statements are subject to certain risks, uncertainties or assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected. Factors that could cause or
contribute to such differences could include, but are not limited to, changes in
demand, prices, and raw materials cost; changes in the economic conditions of
the various markets the company serves; as well as the other risks detailed
herein and in the Company's reports filed with the Securities and Exchange
Commission.
EXECUTIVE OFFICERS OF THE REGISTRANT
Business Experience for Past
Name Age Five Years; Position or Office with Registrant Held Since
- ------------------- --- ---------------------------------------------- ----------
L. C. Martin 71 Chairman, President and Chief Executive Officer 1958
D. L. Perry 48 Vice President of Finance, and Chief Financial Officer 1992
Assistant Secretary 1977
F. L. Wright, Jr. 56 Senior Vice President/Galvanizing Segment 1992
Vice President/Galvanizing Segment 1989
General Mgr./Galvanizing Segment 1987
Each executive officer was elected by the Board of Directors to hold office
until the next Annual Meeting or until his successor is elected. There are no
family relationships between Executive Officers of the Registrant.
ITEM 2. PROPERTIES
The following table sets forth information about the Company's principal
facilities owned on February 28, 1997:
Location Acres Sq. Footage Segment/Occupant
- -------- ----- ----------- ----------------
Crowley, Texas 152.0 7,772 Corporate Office
25,600 Galvanizing
193,245 Oil Field Products
Houston, Texas 8.7 25,800 Galvanizing
37.0 36,000 Oil Field Products (currently under contract to sell)*
5.4 67,440 Electrical Products
Waskom, Texas 10.6 30,400 Galvanizing
Moss Point, Mississippi 13.5 16,000 Galvanizing
Jackson, Mississippi 5.6 22,800 Galvanizing
5.1 36,160 Electrical Products
Pittsburg, Kansas 15.3 42,000 Electrical Products
Citronelle, Alabama 10.8 33,960 Galvanizing
Goodyear, Arizona 11.75 36,750 Galvanizing
Prairie Grove, Arkansas 11.5 34,000 Galvanizing
I-3
Location Acres Sq. Footage Segment/Occupant
- -------- ----- ----------- ----------------
Belle Chasse, Louisiana 4.5 34,000 Galvanizing
* The Company has a three year lease with a Purchase Option Agreement and a six
month Option To Purchase Agreement to sell this idle facility.
ITEM 3. LEGAL PROCEEDINGS
ENVIRONMENTAL PROCEEDINGS
In the course of its Galvanizing Operations, the Company is subject to
occasional governmental proceedings and orders pertaining to noise, air
emissions, and water discharges into the environment. As part of its continuing
environmental program, the Company has complied with such proceedings and orders
without any materially adverse effect on its business.
In August 1988, the Company received a letter from the Texas Natural Resource
Conservation Commission ("TNRCC") regarding remedial actions at a chemical waste
disposal site near Ranger, Texas. Records indicate the Company may have
generated a portion of the waste placed at the site and therefore has been
deemed by the TNRCC to be a potentially responsible party ("PRP"), with respect
to the site under Texas Solid Waste Disposal Act, Chapter 361, Texas Health and
Safety Code. The Company, together with other companies which also may have
generated waste placed at the site, is participating with the TNRCC in a clean-
up study at the site. The Company provides for costs related to contingencies
when a loss is probable and the amount is reasonably determinable. It is the
opinion of management, based on past experience, that the ultimate resolution of
this contingency, to the extent not previously provided for, will not have a
material adverse effect on the Company. No material adverse findings have
resulted from the reviews to date.
Other than the matter described in the preceding paragraph, registrant is not a
party to, nor is its property the subject of, any material pending legal
proceedings. The registrant is involved in ordinary routine litigation
incidental to business. For additional information relating to contingencies,
see Note 11 to the Consolidated Financial Statements on page 23 of the
Registrant's 1997 Annual Report to Shareholders.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fiscal year ended February 28, 1997, to a
vote of security holders through the solicitation of proxies or otherwise.
I-4
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common stock, $1.00 par value, of Registrant ("Common Stock") is traded on
the New York Stock Exchange. The Company was listed on the New York Stock
Exchange and started trading on March 20, 1997. The information contained under
the caption "Stock Prices and Dividends Per Share" on Page 13 of Registrant's
1997 Annual Report to Shareholders is incorporated herein by reference.
The approximate number of holders of record of Common Stock of Registrant at May
2, 1997 was 1,400.
ITEM 6. SELECTED FINANCIAL DATA
The information contained under the caption "Consolidated Summary of Operations
and Other Financial Information" on page 2 of Registrant's 1997 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 10, 11 and
12 of Registrant's 1997 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated balance sheets of Aztec Manufacturing Co. as of February 28,
1997 and February 29, 1996, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the three years in the period
ended February 28, 1997 and the report of the independent auditors and the
information required by item 302 of Regulation of S-K are on pages 13 through 24
of Registrant's 1997 Annual Report to Shareholders and are incorporated herein
by reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements with accountants on any matter of accounting
principles or practices or financial statement disclosures during the twenty-
four (24) months ended February 28, 1997 or the subsequent interim period.
II-1
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The information required by the item with regard to executive officers is
included in Part I, Item 1 of this report under the heading "Executive Officers
of the Registrant."
The other information required by the item is incorporated herein by reference
to the Registrant's Proxy Statement for the 1997 Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the
Registrant's Proxy Statement for the 1997 Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference to the
Registrant's Proxy Statement for the 1997 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to the
Registrant's Proxy Statement for the 1997 Annual Meeting of Shareholders.
III-1
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) 1. FINANCIAL STATEMENTS
The following financial statements and report of independent auditors have been
incorporated herein by reference to pages 13 through 24 of Registrant's 1997
Annual Report to Shareholders.
Pages of 1997 Annual
Report to Shareholders
----------------------
Report of Independent Auditors 13
Consolidated Balance Sheets as of February 28, 1997 and February 29, 1996 14
Consolidated Statements of Income for the years ended 15
February 28, 1997, February 29, 1996, and February 28, 1995
Consolidated Statements of Shareholders' Equity for the years ended 15
February 28, 1997, February 29, 1996, and February 28, 1995
Consolidated Statements of Cash Flows for the years ended 16
February 28, 1997, February 29, 1996, and February 28, 1995
Notes to Consolidated Financial Statements 17-24
2. FINANCIAL STATEMENT SCHEDULES
All schedules and compliance information have been omitted since the required
information is not present or is not present in amounts sufficient to require
submission of the schedule, or because the information required is included in
the consolidated financial statements and the notes thereto.
3. EXHIBITS
The following exhibits are filed as a part of this report:
3(i) - Articles of Incorporation, and all amendments thereto (incorporated by
reference to the Annual Report on Form 10-K filed by Registrant for the fiscal
year ended February 28, 1981).
3(ii)- Bylaws including the amendment adopted by the Board of Directors of
registrant on May 17, 1993.
10a - 1982 Incentive Stock Option Plan of Registrant (incorporated by
reference to the Annual Report on Form 10-K filed by Registrant for the fiscal
year ended February 29, 1984).
10b - Employees Benefit Plan and Trust of Aztec Manufacturing Co.
(incorporated by reference to the Annual Report on Form 10-K filed by Registrant
for the fiscal year ended February 28, 1985).
10c - Amendment No. 1 to the Employees Benefit Plan and Trust of Aztec
Manufacturing Co. (incorporated by reference to Exhibit 10c of the Annual Report
on Form 10-K filed by Registrant for the fiscal year ended February 28, 1987).
IV-1
10d - 1986 Incentive Stock Option Plan of Aztec Manufacturing Co.
(incorporated by reference to the Annual Report on Form 10-K filed by Registrant
for the fiscal year ended February 28, 1986).
10e - Change In Control Agreement between Registrant and Mr. L. C. Martin
dated March 1, 1986 (incorporated by reference to Exhibit 10e of the Annual
Report on Form 10-K filed by Registrant for the fiscal year ended February 28,
1987).
10g - 1988 Nonstatutory Stock Option Plan of Aztec Manufacturing Co.
(incorporated by reference to Exhibit 10g of the Annual Report on Form 10-K
filed by Registrant for the fiscal year ended February 29, 1988).
10h - 1991 Incentive Stock Option Plan of Aztec Manufacturing Co.
(incorporated by reference to Exhibit 10h of the Annual Report on Form 10-K
filed by Registrant for the fiscal year ended February 28, 1991).
10i - 1991 Nonstatutory Stock Option Plan of Aztec Manufacturing Co.
(incorporated by reference to Exhibit 10i of the Annual Report on Form 10-K
filed by Registrant for the fiscal year ended February 28, 1991).
10j - Buy-Sell and Termination Agreement between Registrant and Mr. L.C.
Martin dated January 27, 1994 (incorporated by reference to Exhibit 10j of the
Annual Report on Form 10-K filed by Registrant for the fiscal year ended
February 28, 1994).
13 - Annual Report to Shareholders for the fiscal year ended February 28,
1997 (including the Registrant Proxy Statement for the 1997 Annual Meeting of
Shareholders).*
21 - Subsidiaries of Registrant*.
23 - Consent of Ernst & Young LLP*.
24 - Power of Attorney*.
_____________
*Filed herewith.
(B) REPORTS ON FORM 8-K
The Registrant filed no reports on Form 8-K during the fiscal year ended
February 28, 1997.
IV-2
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
AZTEC MANUFACTURING CO.
(Registrant)
Date: 5-27-97 By: /s/ L.C. Martin
------------------------------- --------------------------------
L. C. Martin, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant and in
the capacities and on the dates indicated.
/s/ L.C. Martin /s/ Dana L. Perry
- ------------------------------------ ------------------------------------
L. C. Martin, Principal Executive Dana L. Perry, Principal Accounting
Officer,
Officer and Director Principal Financial Officer, and
Director
/s/ Robert H. Johnson /s/ Sam Rosen
- ------------------------------------ ------------------------------------
Robert H. Johnson, Director Sam Rosen, Director
Dr. H. Kirk Downey* R. J. Schumacher*
- ------------------------------------ ------------------------------------
Dr. H. Kirk Downey, Director R. J. Schumacher, Director
Martin C. Bowen* John G. Richards*
- ------------------------------------ ------------------------------------
Martin C. Bowen, Director John G. Richards, Director
W.C. Walker*
- ------------------------------------
W. C. Walker, Director
* /s/ L.C. Martin
- ------------------------------------
L. C. Martin, Attorney-in-Fact
IV-3
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
3(i) Articles of Incorporation, and all amendments thereto (incorporated by
reference to the Annual Report on Form 10-K filed by Registrant for
the fiscal year February 28, 1981).
3(ii) Bylaws including the amendment adopted by the Board of Directors of
registrant on May 17, 1993.
10a 1982 Incentive Stock Option Plan of Registrant (incorporated by
reference to the Annual Report of Form 10-K filed by Registrant for
the fiscal year ended February 29, 1984).
10b Employees Benefit Plan and Trust of Aztec Manufacturing Co.
(incorporated by reference to the Annual Report on From 10-K filed by
Registrant for the fiscal year ended February 28, 1985).
10c Amendment No. 1 to the Employees Benefit Plan and Trust of Aztec
Manufacturing Co. (incorporated by reference to Exhibit 10c of the
Annual Report on Form 10-K filed by Registrant for the fiscal year
ended February 28, 1987).
10d 1986 Incentive Stock Option Plan of Registrant (incorporated by
reference to the Annual Report on Form 10-K filed by Registrant for
the fiscal year ended February 28, 1986).
10e Change in Control Agreement between Registrant and Mr. L.C. Martin
dated March 1, 1986 (incorporated by reference to Exhibit 10e of the
Annual Report on Form 10-K filed by Registrant for the fiscal year
ended February 29, 1987).
10g 1988 Nonstatutory Stock Option Plan of Registrant (incorporated by
reference to Exhibit 10g of the Annual Report on Form 10-K filed by
Registrant for the fiscal year ended February 29, 1988).
10h 1991 Incentive Stock Option Plan of Aztec Manufacturing Co.
(incorporated by reference to Exhibit 10h of the Annual Report on Form
10-K filed by Registrant for the fiscal year ended February 28, 1991).
10I 1991 Nonstatutory Stock Option Plan of Aztec Manufacturing Co.
(incorporated by reference to Exhibit 10I of the Annual Report on Form
10-K filed by Registrant for the fiscal year ended February 28, 1991).
10j Buy-Sell and Termination Agreement between Registrant and Mr. L.C.
Martin dated January 27, 1994 (incorporated by reference to Exhibit
10j of the Annual Report on Form 10-K filed by Registrant for the
fiscal year ended February 28, 1994).
13 Annual Report to Shareholders for the fiscal year ended February 28,
1997 (including the Registrant Proxy Statement for the 1997 Annual
Meeting of Shareholders).*
EXHIBIT DESCRIPTION
- ------- -----------
21 Subsidiaries of Registrant.*
23 Consent of Ernst & Young LLP.*
24 Power of Attorney.*
________________
*FILED HEREWITH