-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Ch5PbCCxbiM5g1S36vVIw/mhgcWMQXc5WS2ZLv7Lgsql4uDp+xCCOw1Jk/ogI9H7 iS69CrgGPYFjEGn2IZx8og== 0000202356-94-000009.txt : 19940520 0000202356-94-000009.hdr.sgml : 19940520 ACCESSION NUMBER: 0000202356-94-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KYSOR INDUSTRIAL CORP /MI/ CENTRAL INDEX KEY: 0000202356 STANDARD INDUSTRIAL CLASSIFICATION: 3585 IRS NUMBER: 381909000 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08973 FILM NUMBER: 94528141 BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: CADILLAC STATE: MI ZIP: 49601 BUSINESS PHONE: 6167792200 10-Q 1 1ST QUARTER 1994 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)* (x) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 1994 ( ) Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to COMMISSION FILE NUMBER 1-8973 KYSOR INDUSTRIAL CORPORATION (Exact name of registrant as specified in its charter) Michigan (State or other jurisdiction of incorporation or organization) 38-1909000 (I.R.S. Employer Identification Number) One Madison Avenue, Cadillac, Michigan 49601 (Address of principal executive offices) (Zip code) (616) 779-2200 (Registrant's telephone number, including area code) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common stock, $1.00 par value, number of shares outstanding as of March 31, 1994: 5,528,363 KYSOR INDUSTRIAL CORPORATION Part I - FINANCIAL INFORMATION Item 1. Financial Statements The interim financial data presented herein is unaudited but, in the opinion of the management, reflects all adjustments (none of which was other than a normal recurring adjustment) necessary for a fair presentation of such information. Results for interim periods should not be considered indicative of results for a full year. There were no undisclosed material unusual charges or credits to income during the quarter ended March 31, 1994 nor was there a change in independent accountants during the period. Consolidated Statement of Income (Unaudited, amounts in thousands except per share data)
Quarter Ended March 31, SALES AND REVENUE 1994 1993 _____________ _____________ Net sales $ 70,030 $ 63,750 Interest and other revenues 280 159 _____________ _____________ TOTAL SALES AND REVENUES 70,310 63,909 _____________ _____________ COSTS AND EXPENSES Cost of sales 54,404 48,339 Selling and administrative expenses 11,355 11,103 Interest expense 538 491 Other expenses 336 151 _____________ _____________ TOTAL COSTS AND EXPENSES 66,633 60,084 _____________ _____________ INCOME BEFORE INCOME TAXES AND BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 3,677 3,825 INCOME TAXES 1,575 1,720 _____________ _____________ INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 2,102 2,105 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR POSTRETIREMENT BENEFITS (Net of income tax benefit of $4,435) - (7,628) _____________ _____________ NET INCOME (LOSS) 2,102 (5,523) DIVIDENDS ON PREFERRED STOCK (Net of tax benefits) 246 250 _____________ _____________ EARNINGS (LOSS) APPLICABLE TO COMMON STOCK $ 1,856 $ (5,773) _____________ _____________ _____________ _____________ EARNINGS (LOSS) PER COMMON SHARE PRIMARY - INCOME BEFORE ACCOUNTING CHANGE $ 0.33 $ 0.33 - ACCOUNTING CHANGE - (1.35) _____________ _____________ - NET EARNINGS (LOSS) $ 0.33 $ (1.02) _____________ _____________ _____________ _____________ FULLY DILUTED - INCOME BEFORE ACCOUNTING CHANGE $ 0.28 $ 0.28 - ACCOUNTING CHANGE - (1.35) _____________ _____________ - NET EARNINGS (LOSS) $ 0.28 $ (1.07) _____________ _____________ _____________ _____________ Primary weighted average common shares and equivalents 5,682 5,640 _____________ _____________ _____________ _____________ Dividends declared per common share $ 0.12 $ 0.10 _____________ _____________ _____________ _____________ The accompanying notes are an integral part of the financial statements.
KYSOR INDUSTRIAL CORPORATION AND SUBSIDIARIES Consolidated Balance Sheet (Unaudited, dollars in thousands)
March 31, December 31, 1994 1993 ____________ ____________ CURRENT ASSETS Cash and equivalents $11,218 $21,339 Accounts receivable less $1,841 and $1,546 allowance for doubtful accounts 45,394 35,968 Inventories 33,247 28,409 Prepaid expenses 1,466 1,228 Deferred income taxes 6,368 6,266 ____________ ____________ TOTAL CURRENT ASSETS 97,693 93,210 ____________ ____________ PROPERTY, PLANT AND EQUIPMENT Land 2,624 2,616 Buildings 30,493 30,155 Machinery and equipment 64,745 61,970 ____________ ____________ 97,862 94,741 Less accumulated depreciation 54,205 51,918 ____________ ____________ TOTAL PROPERTY, PLANT AND EQUIPMENT 43,657 42,823 ____________ ____________ OTHER ASSETS Goodwill, patents and other intangibles 5,014 2,806 Cash value of officers' life insurance 9,720 9,547 Deferred income taxes 4,430 4,031 Miscellaneous receivables and other assets 3,894 4,038 ____________ ____________ TOTAL OTHER ASSETS 23,058 20,422 ____________ ____________ TOTAL ASSETS $164,408 $156,455 ____________ ____________ ____________ ____________ The accompanying notes are an integral part of the financial statements.
KYSOR INDUSTRIAL CORPORATION AND SUBSIDIARIES Consolidated Balance Sheet (continued) (Unaudited, dollars in thousands)
March 31, December 31, 1994 1993 ____________ ____________ CURRENT LIABILITIES Current maturities of long-term debt $6,547 $5,670 Accounts payable 17,648 14,353 Accrued income taxes payable 3,388 2,426 Accrued expenses and contingent liabilities 25,721 25,699 ____________ ____________ TOTAL CURRENT LIABILITIES 53,304 48,148 Long-term debt, less current maturities, plus guarantee of ESOP indebtedness 32,763 33,673 Accumulated postretirement benefit obligation 12,769 12,628 Other long-term liabilities 8,549 7,313 ____________ ____________ TOTAL LIABILITIES 107,385 101,762 ____________ ____________ PREFERRED SHAREHOLDERS' EQUITY Employee Stock Ownership Plan Preferred Stock, shares authorized 5,000,000; outstanding 810,163 and 810,163 stated value of $24.375 19,748 19,748 Unearned deferred compensation under employee stock ownership plan (15,959) (16,175) ____________ ____________ TOTAL PREFERRED SHAREHOLDERS' EQUITY 3,789 3,573 ____________ ____________ COMMON SHAREHOLDERS' EQUITY Common stock, $1 par value, shares authorized 30,000,000, outstanding 5,528,363 and 5,467,840 5,528 5,468 Additional paid-in capital 3,898 3,386 Retained earnings 45,314 43,997 Translation adjustment 336 286 Notes receivable-common stock 99,143 and 99,116 shares (1,319) (1,319) Unearned deferred compensation under employee stock ownership plan (523) (698) ____________ ____________ TOTAL COMMON SHAREHOLDERS' EQUITY 53,234 51,120 ____________ ____________ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $164,408 $156,455 ____________ ____________ ____________ ____________
KYSOR INDUSTRIAL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, (Unaudited, amounts in thousands)
1994 1993 _____ _____ CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: Net income (loss) $2,102 ($5,523) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Cumulative effect of change in accounting for Postretirement Benefits (net of tax benefits) - 7,628 Depreciation and amortization 2,271 1,969 Provision for losses on accounts receivable 63 75 (Gain) Loss on sales of fixed assets (5) (3) Deferred compensation (ESOP) 391 390 Deferred income taxes (501) (1,044) Changes in assets and liabilities providing (consuming) cash: Accounts receivable (6,992) (7,177) Inventories (3,809) (769) Prepaid expenses (190) (696) Accounts payable 2,380 3,080 Accrued expenses and contingent liabilities (196) 2,141 Accrued income taxes payable 1,235 1,916 Other long-term liabilities (57) 305 _______ _______ NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (3,308) 2,292 _______ _______ CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES: Additions to property and equipment (2,113) (3,068) Proceeds from sales of property and equipment 157 21 Acquisitions, net of cash acquired (4,128) - Decrease (Increase) in other long-term assets 129 (375) Unrealized translation gain (loss) 50 129 _______ _______ NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (5,905) (3,293) _______ _______ CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES: Current borrowings 891 2,000 Principal payments against long-term debt (924) (434) Proceeds from issuance of common stock 572 990 Common stock and preferred stock dividends paid (1,447) (1,328) _______ _______ NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (908) 1,228 _______ _______ NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (10,121) 227 CASH AND EQUIVALENTS AT BEGINNING OF YEAR 21,339 6,913 _______ _______ CASH AND EQUIVALENTS AT END OF PERIOD $11,218 $7,140 _______ _______ _______ _______ The accompanying notes are an integral part of the financial statements.
[FN] Notes to the Financial Statements The company adopted the provisions of SFAS (Statement of Financial Accounting Standards) 106 - Employers Accounting for Postretirement Benefits Other than Pensions in the quarter ended March 31, 1993. The accumulated postretirement benefit obligation booked as a one-time cumulative change in accounting amounted to $12,063 less a deferred tax benefit of $4,435 which equated to $1.35 per share. REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors Kysor Industrial Corporation: We have reviewed the consolidated balance sheet of Kysor Industrial Corporation and Subsidiaries as of March 31, 1994, and the related consolidated statements of income and cash flows for the three-month periods ended March 31, 1994 and 1993. These financial statements are the responsibility of the company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements takes as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1993 and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended (not presented herein); and in our report dated February 14, 1994 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 1993 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Coopers and Lybrand April 15, 1994 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Kysor Industrial Corporation's sales and revenues for the first quarter 1994 were $70.3 million, up 10.0% from the $63.9 million reported in the same period in 1993. Income before the cumulative effect of the accounting change for SFAS 106 was $2.1 million compared to $2.1 million for the same period last year. This equates to earnings per common share of $.33 for both 1994 and 1993, before taking into effect the accounting change for SFAS 106. The Transportation Products Group net sales increased 19% to $34.3 million for the quarter compared to the $28.9 million reported in the same period a year ago. Operating profit for the Transportation Products Group increased 44% to $4.3 million from the $3.0 million reported in 1993, reflecting the improved heavy-duty truck market and Kysor's increased penetration into that market. Segment results for 1993 have been restated to include the Kysor/Westran Division which was previously reported in the Commercial Products Group. The Commercial Products Group reported net sales of $35.7 million for the quarter compared to $34.8 million reported in the same period a year ago. Operating profit decreased to $2.3 million from the $3.9 million reported in 1993 reflecting the continued trimming of expansion plans by a major high-volume customer and the impact of the introduction of model revisions to the product line. Commercial Product Group segment results for 1993 have been restated to exclude the Kysor/Westran Division and 1994 results include the addition of Kalt Manufacturing Co., acquired in February 1994. In international operations, Kysor's commercial refrigeration operations in Germany experienced lower sales in a soft European economy. The European truck and off- highway markets have improved somewhat and the transportation products operation's sales have increased by 5.5% from the same quarter last year, primarily due to new product introductions. The Company is presently involved in certain environmental proceedings with respect to soil and groundwater contamination in Cadillac, Michigan, as described below under the heading "Legal Proceedings" and in Note 11, Contingent Liabilities, to the Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1993. Discovery in the lawsuit involving the Michigan Attorney General and Department of Natural Resources was completed during the quarter. In addition, as disclosed in Note 11, the Company is involved in various other legal proceedings including certain proceedings involving allegedly contaminated sites with respect to which the Company has been named a potentially responsible party under the Federal Superfund law or comparable state laws. Although discovery in certain of these proceedings has not been completed, subject to the contingencies discussed below and in Note 11 to the Company's 1993 Annual Report, the information presently available to management does not cause management to believe that the ultimate aggregate cost to the Company of such proceedings will result in a material adverse effect on its future financial condition or results of operation. Liquidity and Capital Resources At March 31, 1994, the Company had cash and cash equivalents of $11.2 million compared to $21.3 million at December 31, 1993. Cash provided from operating activities was a negative $3.3 million for the three-month period ended March 31, 1994 compared to a positive $2.3 million for the same period in 1993, primarily due to increases in inventory as the Company is traditionally at its lowest working capital requirement at December 31. Additions to property, plant and equipment for the three- month period ended March 31, 1994 were $2.1 million compared to $3.1 million during the same period in 1993. It is anticipated that capital expenditures will slightly exceed depreciation and amortization for the current year. The acquisition of Kalt Manufacturing Co. in February, 1994 was the greatest use of cash from investing activities in 1994. At March 31, 1994, the Company had no outstanding borrowings on its $20.0 million revolving line of credit. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS As previously reported in the Company's 1993 Annual Report on Form 10-K filed with the Commission on March 30, 1994, the Company is involved in an environmental proceeding with respect to a site in Cadillac, Michigan. The description of such proceeding is set forth in Part I, Item 2 of this report and Note 11, Contingent Liabilities, to the Company's 1993 Financial Statements set forth in Part II, Item 8 of the Company's Form 10-K filed with the Commission on March 30, 1994. On July 3, 1991, the Michigan Attorney General and the Department of Natural Resources filed a lawsuit against the Company and various other parties in the United States Federal District Court for the Western District of Michigan. The description of such proceeding is set forth in Part I, Item 2 of this report and Note 11, Contingent Liabilities, to the Company's 1993 Financial Statements set forth in Part II, Item 8 of the Company's Form 10-K filed with the Commission on March 30, 1994. On December 31, 1991, General Electric filed a third-part claim against the Company in the United States District Court for the Western District of Michigan. The description of such proceeding is set forth in Part I, Item 3 of the Company's 1993 Annual Report on Form 10-K filed with the Commission on March 30, 1994. On December 4, 1992, Kysor was named as a defendant, together with over 30 other parties, in an action commenced by the Township of Oshtemo, City of Kalamazoo, Kalamazoo County and The Upjohn Company with respect to alleged contamination at the West KL Avenue Landfill site located in Kalamazoo, Michigan. The litigation is presently pending in the United States District Court for the Western District of Michigan. The suit seeks cost recovery and contribution with respect to funds allegedly expended or to be expended to investigate and/or remediate certain contamination found at the site. Liability is alleged to be joint and several against all named defendants. The Company is vigorously defending against this lawsuit, and at this juncture the Company has not engaged in any significant discovery in this suit. On March 30, 1993, the Company received a notification from the Michigan Department of Natural Resources that it has been named as a potentially responsible party ("PRP") with respect to a site commonly referred to as the SCA Independent Landfill Superfund Site, located in Muskegon County, Michigan. The notice alleges that the Company, together with numerous other parties, was an owner, generator or transporter of waste materials deposited at the site. The PRP notice requests the Company and the other named PRPs to conduct a Remedial Investigation/Feasibility Study to determine the extent of contamination at the site, and seeks recovery of investigative costs expended by the MDNR to date. No significant discovery has taken place with respect to this matter. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are filed as part of this report. 11 - Statement Regarding Computation of Earnings Per Share 15 - Letter from Coopers & Lybrand regarding unaudited Financial Statements (b) There were no reports on Form 8-K filed by the registrant during the three months ended March 31, 1994. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized. KYSOR INDUSTRIAL CORPORATION Date: May 12, 1994 By Terry M. Murphy Vice President, Chief Financial Officer (and duly authorized signatory for registrant) Date: May 12, 1994 By Robert L. Joseph Comptroller (Chief Accounting Officer) KYSOR INDUSTRIAL CORPORATION FINANCIAL INFORMATION BY SEGMENT (Unaudited, amounts in thousands)
Quarter Ended March 31, _____________________ 1994 1993 ________ ________ NET SALES Commercial Products United States $33,197 31,783 Europe 2,504 3,026 ________ ________ Total Commercial Products 35,701 34,809 Transportation Products United States 32,600 27,303 Europe 1,729 1,638 ________ ________ Total Transportation Products 34,329 28,941 ________ ________ NET SALES $70,030 $63,750 ________ ________ ________ ________ OPERATING PROFIT Commercial Products United States $3,013 $4,478 Europe (689) (623) ________ ________ Total Commercial Products 2,324 3,855 Transportation Products United States 4,345 3,033 Europe (81) (65) ________ ________ Total Transportation Products 4,264 2,968 ________ ________ TOTAL OPERATING PROFIT 6,588 6,823 Corporate Administrative Expense (Net) (2,373) (2,507) Interest Expense (538) (491) ________ ________ INCOME BEFORE INCOME TAXES $3,677 $3,825 ________ ________ ________ ________
EXHIBIT INDEX DESCRIPTION EXHIBIT NO. 11 Statement Regarding Computation of Earings Per Share 1 15 Letter from Coopers and Lybrand Regarding Unaudited Financial Statements 2 EX-11 2 EARNINGS PER SHARE COMPUTATION EXHIBIT 11 - S-K Item 601 (b) (11) KYSOR INDUSTRIAL CORPORATION AND SUBSIDIARIES COMPUTATION OF CONSOLIDATED EARNINGS PER SHARE
Three Months Ended March 31, 1994 1993 ---- ---- PRIMARY EARNINGS PER SHARE CALCULATION Income before cumulative effect of accounting change $2,101,886 $2,104,900 Less dividends on preferred stock 394,851 396,364 Plus tax benefit from preferred dividends 149,000 147,000 ---------- ---------- Earnings applicable to common stock before accounting change 1,856,035 1,855,536 Cumulative effect of change in accounting 0 (7,628,259) ---------- ---------- Earnings (Loss) applicable to common stock 1,856,035 (5,772,723) ========== ========== Weighted average common shares outstanding 5,394,126 5,267,694 Dilutive effect assuming excercise of certain stock options applying the treasury stock method based on year to date average price 288,311 372,566 -------- -------- Weighted average common shares and common equivalent shares outstanding 5,682,437 5,640,260 ========= ========= Primary earnings (loss) per share Income before accounting change $0.33 $0.33 Accounting change $0.00 ($1.35) Net earnings (loss) $0.33 ($1.02) ======== ======== FULLY DILUTED EARNINGS PER SHARE CALCULATION A. Weighted average common shares outstanding 5,394,126 5,267,694 Dilutive effect assuming excercise of certain stock options applying the treasury stock method based on the greater of year to date average or end of period price 288,311 436,756 -------- -------- Weighted average common shares and common equivalent shares outstanding 5,682,437 5,704,450 ======== ======== Fully diluted earnings (loss) per share (A) Income before accounting change $0.33 $0.33 Accounting change $0.00 ($1.35) Net earnings (loss) $0.33 ($1.02) ======== ======== B. Assuming preferred stock converted to common Vested Preferred shares issued 155,442 123,148 Non-vested Preferred shares issued 654,722 690,185 ---------- ---------- Total Preferred shares issued 810,163 813,333 Vested Preferred shares issued 155,442 123,148 Guaranteed floor price for involuntary conversions $24.375 $24.375 ---------- ---------- Subtotal $3,788,894 $3,001,737 The lower of year to date average or end of period common stock price $16.8750 $18.7325 -------- -------- Required common shares to be issued assuming involuntary conversion of vested shares at guaranteed floor price 224,527 160,242 Required common shares to be issued assuming voluntary conversion of non-vested shares on one-for-one basis 654,722 690,185 Weighted average common shares and common equivalent shares outstanding for fully diluted Part A. 5,682,437 5,704,450 ---------- ---------- Weighted average common shares and common equivalent shares outstanding for fully diluted Part B. 6,561,686 6,554,877 ========== ========== Income before cumulative effect of accounting change $2,101,886 $2,104,900 Additional ESOP expense presently funded by preferred dividend (394,851) (396,364) Plus tax benefit on additional ESOP expense 18,803 16,050 Common stock dividends to reduce ESOP expense 106,000 85,000 -------- -------- Adjusted Income before cumulative effect of accounting change $1,831,838 $1,809,586 ========= ========= Fully diluted earnings (loss) per share (B) Income before accounting change $0.28 $0.28 Accounting change $0.00 ($1.35) Net earnings (loss) $0.28 ($1.07) ======== ======== Fully diluted earnings (loss) per share (Lower of (A) or (B)) $0.28 ($1.07) ======== ========
EX-15 3 COOPERS & LYBRAND LETTER To the Board of Directors Kysor Industrial Corporation: Re: Kysor Industrial Corporation Registration Statement Nos. 2-67607, 2-86346, 2-99855, 33-18438, 33-30463, 33-27360, 33-59420, 33-59412 and 33-71758 on Form S-8 We are aware that our report dated April 15, 1994 on our review of interim financial information of Kysor Industrial Corporation and Subsidiaries for the periods ended March 31, 1994 and 1993 and included in the Company's quarterly report on Form 10-Q for the quarters then ended are incorporated by reference in these registration statements. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statements prepared or certified by us within the meaning of Sections 7 and 11 of that Act. Coopers and Lybrand May 12, 1994 -----END PRIVACY-ENHANCED MESSAGE-----