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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 12/31/97 Commission File Number 0-11172
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
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(Exact name of registrant as specified in its charter)
State of South Carolina 57-0738665
(State or other jurisdiction of (IRS Employer Identification No.)
- ------------------------------- ---------------------------------
incorporation or organization)
1230 Main Street
Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (803) 733-3456
Securities Registered Pursuant to Section 12(b) of the Act:
None
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Securities Registered Pursuant to Section 12 (g) of the Act:
Common Stock, $5.00 per value
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(Title of Class)
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
Regulation S-K is not contained herein, and will not be contained, to be 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. [ ]
The aggregate market value of the Registrant's Voting Common Stock held by
non-affiliates as of March 6, 1998 was $122,159,450. The Registrant's voting
Preferred Stock is not regularly traded and has no quoted prices and therefore
has no readily ascertainable market value.
As of March 6, 1998, there were 892,813 outstanding shares of the Registrant's
Voting Common Stock, $5.00 par value per share, and 36,409 outstanding shares of
its Non-Voting Common Stock, $5.00 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended December 31, 1997, are incorporated by reference into Parts I
and II.
(2) Portions of the Registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held April 22, 1998, are incorporated by reference
into Part III.
PART I.
ITEM 1. BUSINESS
First Citizens Bancorporation of South Carolina, Inc. ("Bancorporation" or
"Registrant"), a South Carolina corporation, is a bank holding company organized
in 1982 which owns all the outstanding stock of First-Citizens Bank and Trust
Company of South Carolina ("Bank"). The Bank, which is the principal asset and
source of income of Bancorporation, is engaged in the general banking business
throughout South Carolina and offers complete retail, commercial banking and
trust services. The net income of the Bank constituted approximately 101% of the
consolidated net income of Bancorporation for the year ended December 31, 1997,
and the assets of the Bank constituted approximately 99% of the consolidated
assets of Bancorporation at December 31, 1997. Wateree Enterprises, Inc., a
wholly-owned subsidiary of the Bank, through its wholly-owned subsidiary,
Wateree Life Insurance Company, a South Carolina corporation, issues credit
life, accident and health insurance on borrowers from the Bank. Another
wholly-owned subsidiary of Wateree Enterprises, Inc. is Wateree Agency, Inc., a
South Carolina corporation, which acts as agent for the sale of insurance to the
Bank's customers.
SUPERVISION AND REGULATION
As a bank holding company, Bancorporation is subject to regulation by the
Federal Reserve Board ("FRB") under the Bank Holding Company Act of 1956, as
amended ("BHC Act"), and its examination and reporting requirements.
Bancorporation is likewise subject to the requirements of the BHC Act which
impose certain limitations and restrictions on the degree to which
Bancorporation may conduct non-banking activities and the extent to which
Bancorporation may engage in merger and acquisition activities. In addition to
the provisions of the BHC Act, state banking commissions serve in a supervisory
and regulatory capacity with respect to bank holding company activities.
Federal law regulates transactions among Bancorporation and its
affiliates, including the amount of its banking affiliate's loans to, or
investment in, non-banking affiliates. In addition, various requirements and
restrictions under federal and state laws regulate the operations of
Bancorporation's banking affiliate, requiring the maintenance of reserves
against deposits, limiting the nature of loans and interest that may be charged
thereon, restricting investments and other activities, and subjecting the
banking affiliate to regulation and examination by the state banking authorities
and the FDIC.
There are various legal and regulatory limits on the extent to which
Bancorporation's subsidiary bank may pay dividends or otherwise supply funds to
Bancorporation. In addition, federal and state regulatory agencies have the
authority to prevent a bank or bank holding company from paying a dividend or
engaging in any activity that, in the opinion of the agency, would constitute an
unsafe or unsound practice.
Under FRB policy, Bancorporation is expected to act as a source of
financial strength to, and commit resources to support, its subsidiary bank. In
addition, under the Financial Institutions Reform, Recovery and Enforcement Act
("FIRREA"), a depository institution insured by the FDIC can be held liable for
any loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with the default of a commonly controlled FDIC insured depository
institution. Under the Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA"), federal banking regulators are required to take prompt
corrective action in respect of depository institutions that do not meet minimum
capital requirements. FDICIA generally prohibits a depository institution from
making any capital distribution or paying management fees to its holding company
if the depository institution would thereafter be undercapitalized. In addition,
undercapitalized institutions will be subject to restrictions on borrowing from
the Federal Reserve System, to growth limitations and to obligations to submit
capital restoration plans. In order for a capital restoration plan to be
acceptable, the depository institution's parent holding company must guarantee
the institution's compliance with the capital restoration plan up to an amount
not exceeding 5% of the depository institution's total assets. Significantly
undercapitalized institutions are subject to greater restrictions, and
critically undercapitalized institutions are subject to appointment of a
receiver.
FDICIA also substantially revises the bank regulatory insurance coverage
and funding provisions of the Federal Deposit Insurance Act and makes revisions
to several other federal banking statutes. FDICIA imposes substantial new
examination, audit and reporting requirements on insured depository
institutions. Under FDICIA, each federal banking agency must prescribe standards
for depository institutions and depository institution holding companies
relating to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, a maximum ratio of classified assets to capital, minimum earnings
sufficient to absorb losses, a minimum ratio of market value to book value for
publicly traded shares, and other standards as the agency deems appropriate.
The FDIC has adopted or currently proposes to adopt rules pursuant to
FDICIA that include: (a) real estate lending standards for banks, (b) revision
to the risk-based capital rules; (c) rules requiring depository institutions to
develop and implement internal procedures to evaluate and control credit and
settlement exposure to their correspondent banks; (d) a rule restricting the
ability of depository institutions that are not well capitalized from accepting
brokered deposits; (e) rules addressing various "safety and soundness" issues,
including operations and managerial standards for asset quality, earnings and
stock valuations, and compensation standards for the officers, directors,
employees and principal shareholders of the depository institution; and (f)
rules mandating enhanced financial reporting and audit requirements.
Uncertainties surrounding the health and solvency of the banking and
thrift industries, as well as continued concerns relating to the viability of
the FDIC, will likely result in additional legislation aimed at banking industry
reform.
FIRST-CITIZENS BANK AND TRUST COMPANY OF SOUTH CAROLINA
The Bank was organized as a state bank in 1964. Its predecessor, Anderson
Brothers Bank, was organized in 1936. As measured by deposits, the Bank is the
fifth largest commercial bank in South Carolina and has 130 offices throughout
South Carolina.
The Bank is an insured bank and is supervised, examined and regulated by
the Federal Deposit Insurance Corporation and the South Carolina State Board of
Financial Institutions.
For the year ended December 31, 1997, approximately 67.3% of the revenues of
the Bank were derived from interest and fees on loans, 17.7 % from income on
investment securities, 0.9% from income on temporary investments, 0.8% from
trust fees, 8.2% from service charges on deposit accounts and 5.1% from other
sources.
During 1997, the Bank acquired branch locations in Sumter, Abbeville,
Laurens, Jonesville, Beaufort and Chester, South Carolina, from other financial
institutions. Further information concerning these transactions is contained in
the section entitled "Management's Discussion and Analysis" of the Registrant's
1997 Annual Report to Shareholders which is incorporated herein by reference.
Commercial Banking Services. The Bank provides a wide range of traditional
commercial banking and related financial services to customers engaged in
manufacturing, wholesaling, retailing, providing services, buying and selling
real estate, and agriculture, and to institutions and agencies of state
government. It makes commercial loans for various purposes, including working
capital, real estate financing, equipment financing and floor plan loans for
automobile dealers. As of December 31, 1997, commercial and real estate loans
accounted for approximately 73% of the Bank's total loans. Interest and fees on
commercial and real estate loans constituted 46% of the Bank's operating
revenues for the year ended December 31, 1997.
Consumer Services. The Bank provides a full range of consumer banking
services, including checking accounts, savings programs, installment lending
services, real estate loans, trust accounts, travelers' cheques and safe deposit
facilities through its branch offices in South Carolina. The Bank provides
automated teller machines in over 118 locations and participates in an
electronic transfer network which presently gives customers access to their
accounts through automated teller machines worldwide. The Bank issues MasterCard
and VISA cards. As of December 31, 1997, consumer loans accounted for
approximately 25% of the Bank's total loan portfolio. Interest and fees for
consumer loans and services contributed 19% of the Bank's operating revenues for
the year ended December 31, 1997.
Trust Services. Through its trust department, the Bank offers a full range
of trust services. To individuals, the services offered include acting as
executor and administrator of decedents' estates, trustee of various types of
trusts, guardian of estates of minors and incompetents, portfolio management
service, investment counseling and assistance in estate planning. For
corporations, offered services include acting as registrar, transfer agent,
dividend paying agent for stock issues, and as trustee for bond and debenture
issues and pension and profit sharing plans. Fees for trust services contributed
0.8% of the Bank's operating revenues for the year ended December 31, 1997.
STATISTICAL DATA
Certain statistical disclosures for bank holding companies required by
Guide 3 are included in the section entitled "Management's Discussion and
Analysis" on pages 3 through 18 of the Registrant's 1997 Annual Report to
Shareholders which is incorporated herein by reference.
NON-BANKING SUBSIDIARY
Wateree Life Insurance Company issues credit life insurance on
borrowers from the Bank. All policies in excess of $30,000 are reinsured by
another insurance company. All individual accident and health policies are also
insured by another insurance company. The company had earned premiums of
$896,765 or 0.5% of Bancorporation's consolidated operating revenues for the
year ended December 31, 1997. For the year ended December 31, 1997, Wateree had
income of $409,129. Total insurance in force amounted to $55,981,000 at December
31, 1997.
Wateree Agency, Inc. acts as agent for the sale of insurance to the Bank's
customers. Net income for the year ended December 31, 1997 was not material.
EMPLOYEES OF BANCORPORATION
Bancorporation has no salaried employees. As of December 31, 1997, the
Bank and its subsidiaries had 1,074 full-time equivalent employees.
Bancorporation and its subsidiaries are not parties to any collective bargaining
agreement and relations with employees are considered to be good.
COMPETITION
Because South Carolina allows statewide branch banking, the Bank must
compete in local markets throughout the state with other depository
institutions. The Bank is subject to intense competition from various financial
institutions and other companies or firms that engage in similar activities,
both for local business in individual communities and for business in the
national market. The Bank competes for deposits with other commercial banks,
savings and loan associations, credit unions and with the issuers of commercial
paper and other securities, such as shares in money market funds. In making
loans, the Bank competes with other commercial banks, savings and loan
associations, consumer finance companies, credit unions, leasing companies and
other lenders. In addition, competition for personal and corporate trust
services is offered by insurance companies, other businesses and individuals.
A factor which has also increased competition in the Bank's local markets
is reciprocal interstate banking legislation. South Carolina law allows bank
holding companies in 12 other Southeastern states and the District of Columbia
to acquire banks and bank holding companies in South Carolina, provided that
reciprocal legislation has been passed in such other state or district. As a
result, a number of large bank holding companies located in other states and
having consolidated resources greater than those of Bancorporation (among them
four of the largest in the Southeastern United States) have acquired banks
located in South Carolina with which the Bank competes in its local markets. The
Bank is the fifth largest bank in South Carolina in terms of assets, but is the
largest bank owned by a South Carolina based holding company.
During September 1994, Congress adopted new legislation which, subject to
certain limitations, permits adequately capitalized and managed bank holding
companies to acquire control of a bank in any state (the "Interstate Banking
Law"). Also, beginning June 1, 1997 and subject to certain limitations, the
Interstate Banking Law permits banks to merge with one another across state
lines. Each state can authorize mergers earlier than that date and also can
choose to permit out-of-state banks to open branch offices within that state's
borders. Alternatively, a state can opt out of interstate branching by adopting
legislation before June 1, 1997. As of March 1998, South Carolina has not
adopted any such legislation in response to the Interstate Banking Law.
ITEM 2. PROPERTIES
Bancorporation owns in fee simple 1 piece of property having a book value
at December 31, 1997 of $59,646. To the limited extent necessary, it occupies
space owned by the Bank. Bancorporation's and the Bank's principal office is
located at 1230 Main Street in Columbia, South Carolina.
The Bank owns in fee simple 180 properties having a book value at December
31, 1997 of $44,728,498 which are used for its main office, branch office
locations, associated parking lots for customers and employees, or housing other
operational units of the Bank. In addition, the Bank leases 35 properties,
substantially all of which are used for branch office locations and associated
parking lots for customers and employees. All of these leases are for relatively
long terms or include renewal options considered by management of the Bank to be
adequate. Rental expense paid for these properties in 1997 was approximately
$528,000, which was offset by $850,00 in rental income.
The properties leased and owned are all generally considered adequate for
the Bank's purposes; however, there is a continuing program of modernization,
expansion, and the occasional replacement of facilities. Maintenance and repairs
are not significant items of expense in the Bank's operations. Items of a
capital nature are added to the property accounts, and, at such time as they are
retired or otherwise disposed of, the cost and accumulated depreciation are
removed from the related accounts and the resulting gains or losses are
reflected in income.
For information concerning Bancorporation's commitments under current
leasing arrangements, see Note 14 to Bancorporation's Consolidated Financial
Statements.
ITEM 3. LEGAL PROCEEDINGS
Neither Bancorporation nor its subsidiary, the Bank, nor its subsidiaries,
are a party to, nor is any of their property the subject of, any material or
other pending legal proceeding, other than ordinary routine proceedings
incidental to their business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information required by this item is incorporated herein by reference
to the section entitled "Market and Dividend Information Regarding Common and
Preferred Stock" on the inside cover of the Registrant's 1997 Annual Report to
Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference
to the section entitled "Financial Highlights" on Page 1 of the Registrant's
1997 Annual Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information required by this item is incorporated herein by reference
to the section entitled "Management's Discussion and Analysis" on pages 3
through 18 of the Registrant's 1997 Annual Report to Shareholders. The
statistical disclosures for bank holding companies required by Guide 3 are
included therein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference
to the financial statements and supplementary data set forth on pages 19 through
35 of the Registrant's 1997 Annual Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information under the captions "PROPOSAL 2: ELECTION OF DIRECTORS",
"Executive Officers",and "Section 16(a) Benefincial Ownership Reporting
Compliances", of Bancorporation's definitive Proxy Statement is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information under the captions "Directors' Fees", "Compensation
Committee Interlocks and Insider Participation", "Executive Compensation" and
"Pension Plan" of Bancorporation's definitive Proxy Statement for its Annual
Meeting of Shareholders to be held April 22, 1998, is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the captions "PRINCIPAL HOLDERS OF VOTING
SECURITIES", "OWNERSHIP OF SECURITIES BY MANAGEMENT" and "REQUIRED REPORTS OF
BENEFICIAL OWNERSHIP" of Bancorporation's definitive Proxy Statement for its
Annual Meeting of Shareholders to be held April 22, 1998, is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information in Footnotes (4) and (6) to the table under the caption
"PROPOSAL 2: ELECTION OF DIRECTORS", and the information under the captions
"Compensation Committee Interlocks and Insider Participation" and "Transactions
with Management", of Bancorporation's definitive Proxy Statement for its Annual
Meeting of Shareholders to be held April 22, 1998, is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements:
The following consolidated financial statements of First Citizens
Bancorporation of South Carolina, Inc. and subsidiary included in the
Registrant's 1997 Annual Report to Shareholders are incorporated by
reference in Item 8 from pages 19 through 35 of the Annual Report:
Report of Independent Accountants
Consolidated Balance Sheet
Consolidated Statement of Income
Consolidated Statement of Changes in Stockholders' Equity
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules:
All schedules are omitted as the required information is either
inapplicable or is presented in the consolidated financial statements
of the Registrant and its subsidiary or Notes thereto incorporated
herein by reference.
(3) The following exhibits are either attached hereto or incorporated
by reference:
3.1 Articles of Incorporation of the Registrant as amended
(incorporated herein by reference to Exhibit 3.1 of the
Registrant's 1994 Annual Report on Form 10-K).
3.3 Bylaws of the Registrant as amended (incorporated herein
by reference to Exhibit 3.3 of the Registrant's 1997
Annual Report on Form 10-K).
10.1a Term Loan Agreement (incorporated herein by reference to
Exhibit 10.1 in the Registrant's 1987 Annual Report on
Form 10-K).
10.1b Credit Agreement between First-Citizens Bancorporation
of South Carolina and Wachovia Bank, N.A.
*10.2 Retirement Agreement between T. E. Brogdon and the
Bank (incorporated herein by reference to Exhibit 10.2
of the Registrant's 1988 Annual Report on Form 10-K).
*10.3 Employment Contract between E. Hite Miller, Sr. and
the Bank (incorporated herein by reference to Exhibit
10.3 of the Registrant's 1988 Annual Report on Form
10-K).
13. Registrant's 1997 Annual Report to Shareholders, filed
herewith.
22. Subsidiaries of the Registrant (incorporated herein by
reference to Exhibit 22 in the Registrant's 1995 Annual
Report on Form 10-K, as amended by form 10-K/A).
27. Financial Data Schedule, filed herewith.
**99. Registrant's Definitive Proxy Statement for the
Annual Meeting to be held April 22, 1998.
* Denotes a management contract or compensatory plan or
arrangement in which an executive officer or director of
Registrant participates.
** Pursuant to Rule 12b-23(a)(3), this exhibit is not being
refiled.
(b)Reports on Form 8-K:
No reports on Form 8-K were filed during the three month period ended
December 31, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: 03/13/98 FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
(Registrant)
By: /s/ Jay C. Case
-------------------
Jay C. Case, Treasurer and
Chief Financial Officer
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 date indicated.
SIGNATURES TITLE DATE
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/s/ E. Hite Miller, Sr. Chairman of the Board 03/13/98
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E. Hite Miller, Sr.
/s/ Frank B. Holding Vice Chairman of the Board 03/13/98
- ------------------------- ------------------
Frank B. Holding
/s/ Jim B. Apple President and Director 03/13/98
- ------------------------- ------------------
Jim B. Apple
/s/ Jay. C. Case Treasurer and Chief 03/13/98
- ------------------------- ------------------
Jay C. Case Financial Officer
/s/ Richard W. Blackmon Director 03/13/98
- ------------------------- ------------------
Richard W. Blackmon
/s/ George H. Broadrick Director 03/13/98
- ------------------------- ------------------
George H. Broadrick
/s/ T. E. Brogdon Director 03/13/98
- ------------------------- ------------------
T. E. Brogdon
/s/ Laurens W. Floyd Director 03/13/98
- ------------------------- ------------------
Laurens W. Floyd
- ------------------------- ------------------
William E. Hancock, III Director
/s/ Robert B. Haynes Director 03/13/98
- ------------------------- ------------------
Robert B. Haynes
/s/ Wycliffe E. Haynes Director 03/13/98
- ------------------------- ------------------
Wycliffe E. Haynes
/s/ Lewis M. Henderson Director 03/13/98
- ------------------------- ------------------
Lewis M. Henderson
/s/ Carmen P. Holding Director 03/13/98
- ------------------------- ------------------
Carmen P. Holding
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Dan H. Jordan Director 03/13/98
- ------------------------- ------------------
Dan H. Jordan
/s/ N. Welch Morrisette, Jr. Director 03/13/98
- ----------------------------- ------------------
N. Welch Morrisette, Jr.
/s/ E. Perry Palmer Director 03/13/98
- ------------------------- ------------------
E. Perry Palmer
/s/ William E. Sellers Director 03/13/98
- ------------------------- ------------------
William E. Sellers
/s/ Henry F. Sherrill Director 03/13/98
- ------------------------- ------------------
Henry F. Sherrill
Jack S. Stanley Director
- ------------------------- ------------------
FORM 10-K
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EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
3.1 Articles of Incorporation of Registrant (incorporated herein
by reference to Exhibit 3.1 of the Registrant's 1994 Annual
Report on Form 10-K)
3.3 Bylaws of the Registrant as amended (incorporated herein by
reference to Exhibit 3.3 of the Registrant's 1997 Annual
Report on Form 10-K).
10.1a Term Loan Agreement (incorporated herein by reference to
Exhibit 10.1 of the Registrant's 1987 Annual Report on Form
10-K)
10.1b Credit Agreement between First-Citizens Bancorporation of
South Carolina and Wachovia Bank, N.A.
10.2 Retirement Agreement between T. E. Brogdon and the Bank
(incorporated herein by reference to Exhibit 10.2 of the
Registrant's 1988 Annual Report on Form 10-K)
10.3 Employment Contract between E. Hite Miller, Sr. and the Bank
(incorporated herein by reference to Exhibit 10.3 of the
Registrant's 1988 Annual Report on Form 10-K)
13. Registrant's 1997 Annual Report to Shareholders
22. Subsidiaries of Registrant (incorporated herein by reference
to Exhibit 22 of the Registrant's 1995 Annual Report on Form
10-K/A)
27. Financial Data Schedule (Electronic filing only)
99. Registrant's Definitive Proxy Statement for the Annual Meeting
to be held April 22, 1998.* *Pursuant to Rule 12b-23(a) (3),
this exhibit is not being filed.