SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-QSB
(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, 2002.
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[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number: 0-26577
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Webster City Federal Bancorp
(Exact name of registrant as specified in its charter)
United States 42-1491186
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
820 Des Moines Street, Webster City, Iowa 50595-0638
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 515-832-3071
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(Former name, former address and former fiscal year, if changed since last
report)
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. X Yes No
Indicate the number of shares outstanding for each of the issuer's classes
of common stock, as of the latest practicable date.
1,874,651 shares of common stock were outstanding at April 30, 2002.
Webster City Federal Bancorp and Subsidiaries
Index
Page
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Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
at March 31, 2002 and December 31, 2001 1
Consolidated Statements of Operations
or the three months ended March 31, 2002
and 2001 2
Consolidated Statements of Cash Flows
for the three months ended March 31, 2002
and 2001 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
Part II. Other Information
Other Information 10
Webster City Federal Savings Bancorp and Subsidiaries
Consolidated Balance Sheets
March 31, December 31,
---------------------------------
2002 2001
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(Unaudited)
Assets
Cash and cash equivalents $ 5,199,889 $ 9,183,215
Time deposits in other financial institutions 3,191,000 1,399,000
Securities available-for-sale 12,136,269 10,188,900
Investment securities held-to-maturity (market value 4,204,056 4,574,354
of $4,277,776 and $4,654,121, respectively)
Loans receivable, net 74,268,127 74,492,269
Real estate owned 42,305 -
Office property and equipment, net 850,975 882,238
Federal Home Loan Bank stock, at cost 704,900 613,200
Deferred taxes on income 185,000 189,000
Accrued interest receivable 690,839 568,569
Prepaid expenses and other assets 310,026 270,618
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Total assets $ 101,783,386 $ 102,361,363
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Liabilities and Stockholders' Equity
Deposits $ 68,920,487 $ 70,042,590
FHLB advance 9,700,000 9,700,000
Advance payments by borrowers for
taxes and insurance 170,614 338,167
Accrued interest payable 427,731 53,454
Current income taxes payable - 84,414
Accrued expenses and other liabilities 1,055,036 794,438
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Total liabilities 80,273,868 81,013,063
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Stockholders' Equity
Common stock, $.10 par value. 20,000,000 shares authorized: 213,495 213,339
2,134,950 issued and 1,872,712 outstanding at March 31, 2002
2,133,386 issued and 1,871,151 outstanding at December 31, 2001
Additional paid-in capital 9,242,841 9,242,996
Retained earnings, substantially restricted 15,910,107 15,749,736
Unrealized gain on securities available-for-sale 24,014 23,168
Treasury stock, 262,238 shares and 262,238 shares, respectively (3,880,939) (3,880,939)
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Total stockholders' equity 21,509,518 21,348,300
Total liabilities and stockholders' equity $ 101,783,386 $ 102,361,363
============= =============
See notes to consolidated financial statements.
1
Webster City Federal Savings Bancorp and Subsidiaries
Consolidated Statements of Operations
For the Three Months
Ended March 31,
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2002 2001
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(Unaudited)
Income
Interest income:
Loans receivable $ 1,421,851 $ 1,378,475
Mortgage-backed & related securities 65,045 106,914
Investment securities 154,479 166,397
Other interest-earning assets 43,649 85,288
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Total interest income 1,685,024 1,737,074
Interest expense:
Deposits 638,747 777,948
FHLB advance 124,988 121,600
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Total interest expense 763,735 899,548
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Net interest income 921,289 837,526
Provision for losses on loans - -
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Net interest income after
provision for losses on loans 921,289 837,526
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Non-interest income:
Fees and service charges 66,501 44,538
Other 41,923 45,208
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Total non-interest income 108,424 89,746
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Expense
Non-interest expense:
Compensation, payroll taxes
and employee benefits 267,830 241,345
Office property and equipment 28,753 16,158
Data processing services 45,678 32,132
Federal insurance premiums 3,129 3,380
Other real estate expenses (income), net (650) 845
Advertising 5,321 6,407
Other 127,869 154,194
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Total non-interest expense 477,930 454,461
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Earnings before taxes on income 551,783 472,811
Taxes on income 201,642 183,900
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Net earnings $ 350,141 $ 288,911
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Earnings per share - basic $ 0.18 $ 0.15
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Earnings per share - diluted $ 0.18 $ 0.15
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See notes to consolidated financial statements.
2
Webster City Federal Bancorp and Subsidiaries
Consolidated Statements of Cash Flows
For the Three Months
Ended March 31,
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2002 2001
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(Unaudited)
Cash flows from operating activities
Net earnings $ 350,141 $ 288,911
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Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 31,263 13,240
Amortization of premiums and discounts, net 3,522 (328)
Change in:
Accrued interest receivable (122,270) 94,428
Prepaid expenses and other assets (39,301) (18,183)
Accrued interest payable 374,277 422,648
Accrued expenses and other liabilities 260,598 307,149
Accrued current taxes on income (89,001) (90,119)
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Total adjustments 419,088 728,835
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Net cash provided by operating activities 769,229 1,017,746
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Cash flows from investing activities
Proceeds from the maturity of interest bearing deposits 301,000 -
Purchase of investment securities (1,947,369) -
Purchase of interest bearing deposits (2,093,000) -
Purchase of FHLB stock (91,700) -
Proceeds from sales of securities available-for-sale - 5,520,753
Principal collected on mortgage-backed and related securities 366,476 310,255
Net change in loans receivable 182,138 (768,175)
Purchase of office property and equipment - (145,000)
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Net cash provided by (used in) investing activities (3,282,455) 4,917,833
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Cash flows from financing activities
Net change in savings deposits (1,122,103) (200,521)
Net decrease in advance payments by borrowers
for taxes and insurance (167,553) (160,641)
Proceeds on stock options (156) 40,418
Treasury stock purchase - (93,975)
Dividends paid (180,288) (152,583)
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Net cash used in financing activities (1,470,100) (567,302)
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Net increase (decrease) in cash and cash equivalents (3,983,326) 5,368,277
Cash and cash equivalents at beginning of period 9,183,215 6,250,706
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Cash and cash equivalents at end of period $ 5,199,889 $ 11,618,983
=========== ============
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 264,470 $ 355,300
Taxes on income - -
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Transfer of loans to REO (42,305) -
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See notes to consolidated financial statements.
3
Webster City Federal Bancorp and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
1. DESCRIPTION OF BUSINESS
--------------------------
Webster City Federal Bancorp (the "Company") is a savings and loan holding
company whose primary asset is 100% of the outstanding shares of Webster City
Federal Savings Bank (the "Bank"), which reorganized into the holding company
structure, effective July 1, 1999. The discussion herein to the results of the
Company refers to the results of the Bank in the periods prior to July 1, 1999.
The Company focuses on establishing and maintaining long-term relationships
with customers, and is committed to serving the financial service needs of the
communities in its market area. The Company attracts retail deposits from the
general public and uses those deposits, together with borrowed funds, to
originate residential mortgage loans, home equity loans and consumer loans.
The Company's current business strategy is to operate the Bank as a
well-capitalized, profitable and independent community-oriented savings bank
dedicated to providing quality customer service. Generally, the Company has
sought to implement this strategy primarily by using retail deposits and, to a
lesser extent, public funds as its source of funds and maintaining a substantial
part of its assets in loans secured by one- to four-family residential real
estate located in the Company's market area, home equity loans, consumer loans,
mortgage-backed securities and in other liquid investment securities.
Specifically, the Company's business strategy incorporates the following
elements: (1) operating the Bank as a community-oriented financial institution,
maintaining a strong core customer base by providing quality service and
offering customers the access to senior management and services that a
community-based institution can offer; (2) maintaining high asset quality by
emphasizing investment in residential mortgage loans, mortgage-backed securities
and other securities issued or guaranteed by the United States Government or
agencies thereof; (3) maintaining capital in excess of regulatory requirements
and growing only to the extent that adequate capital levels can be maintained;
and (4) managing interest rate risk exposure while achieving desirable levels of
profitability.
The earnings of the Company depend primarily on its level of net interest
income, which is the difference between interest earned on its interest-earning
assets, consisting primarily of mortgage loans, home equity loans, consumer
loans, mortgage-backed securities, interest-bearing deposits at other
institutions, investment securities and other investments, and the interest paid
on interest-bearing liabilities, which consist of savings deposits and advances
from the Federal Home Loan Bank. Net interest income is a function of the
Company's interest rate spread, which is the difference between the average
yield earned on interest-earning assets and the average rate paid on
interest-bearing liabilities, as well as a function of the average balance of
interest-earning assets as compared to interest-bearing liabilities. The
Company's earnings also are affected by its level of non-interest income
including primarily service fees and charges, and non-interest expense,
including primarily compensation and employee benefits, and SAIF deposit
insurance premiums. Earnings of the Company also are affected significantly by
general economic and competitive conditions, particularly changes in market
interest rates, government policies and actions of regulatory authorities, which
events are beyond the control of the Company.
The Company's critical accounting policy relates to the allowance for
losses on loans. In management's opinion, it is adequate to absorb losses in the
existing portfolio. In evaluating the portfolio, management takes into
consideration numerous factors, including current economic conditions, prior
loan loss experience, the composition of the loan portfolio, and management's
estimate of probable credit losses. The allowance for loan loss is established
through a provision for loss based on management's evaluation of the risk
inherent in the loan portfolio, the composition of the portfolio, specific
impaired loans and current economic conditions. Such evaluation, which includes
a review of all loans on which full collectibility may not be reasonably
assured, considers among other matters, the estimated net realizable value or
the fair value of the underlying collateral, economic conditions, historical
loan loss experience and other factors that warrant recognition in providing for
an adequate loan loss experience.
4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES
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The consolidated financial statements for the three-month periods ended March
31, 2002 and 2001 are unaudited. In the opinion of management of the Company,
these financial statements reflect all adjustments, consisting only of normal
recurring accruals necessary to present fairly these consolidated financial
statements. The results of operations for the interim periods are not
necessarily indicative of results that may be expected for an entire year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted.
Principles of Consolidation
---------------------------
The consolidatedfinancial statements include the accounts of Webster City
Federal Bancorp, Security Title and Abstract, Inc., Webster City Federal Savings
Bank and its wholly owned subsidiary, WCF Service Corporation, which is engaged
in the sales of mortgage life and credit life insurance to the Bank's loan
customers. All material inter-company accounts and transactions have been
eliminated.
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the Unites States of America. In
preparing such financial statements, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the balance
sheet and revenues and expenses for the period. Actual results could differ
significantly from those estimates. Material estimates that are particularly
susceptible to significant change relate to the determination of the allowance
for loan losses.
Safe Harbor Statement
---------------------
This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Reform Act of
1995, and is including this statement for the purposes of these safe harbor
provisions. Forward-looking statements, which are based on certain assumptions
and describe future plans, strategies and expectations of the Company, are
generally identifiable by use of the words "believe," "expect," "intend,"
"anticipate," "estimate," "project," or similar expressions. The Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse effect on the
operations and future prospects of the Company and its subsidiaries include, but
are not limited to, changes in: interest rates, general economic conditions,
legislative/regulatory changes, monetary and fiscal polices of the U.S.
Government, including polices of the U.S. Treasury and the Federal Reserve
Board, the quality or composition of the loan or investment portfolios, demand
for loan products, deposit flows, competition, demand for financial services in
the Bancorp's market area and accounting principles, polices and guidelines.
These risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements.
3. EARNINGS PER SHARE COMPUTATIONS
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2002
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Earnings per share - basic is computed using the weighted average number of
common shares outstanding of 1,877,751 for the three months ended March 31,
2002, divided into the net earnings of $350,141 for the three months ended March
31, 2002, resulting in earnings per share of $.18 compared to $.15 for the three
months ended March 31, 2001.
Earnings per share - diluted is computed using the weighted average number of
common shares outstanding after giving effect to additional shares assumed to be
issued in relation to the Company's stock option plan using the average price
per share for the period. Such additional shares were 5,461 for the three months
ended March 31, 2002. Earnings for the three months ended March 31, 2002 were
$350,141, resulting in earnings per share of $.18 compared to $.15 for the three
months ended March 31, 2001.
5
2001
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Earnings per share - basic is computed using the weighted average number of
common shares outstanding of 1,883,150 for the three months ended March 31,
2001, divided into the net earnings of $288,911 for the three months ended March
31, 2001, resulting in earnings per share of $.15 compared to $.16 for the three
months ended March 31, 2000.
Earnings per share - diluted is computed using the weighted average number of
common shares outstanding after giving effect to additional shares assumed to be
issued in relation to the Company's stock option plan using the average price
per share for the period. Such additional shares were 3,170 for the three months
ended March 31, 2001. Earnings for the three months ended March 31, 2001 were
$288,911, resulting in earnings per share of $.15 compared to $.16 for the three
months ended March 31, 2000.
4. DIVIDENDS
------------
On January 16, 2002 the Company declared a cash dividend on its common stock
payable on February 20, 2002 to stockholders of record as of February 5, 2002,
equal to $.25 per share or approximately $533,347. Of this amount, the payment
of approximately $287,500 (representing the dividend payable on 1,150,000 shares
owned by WCF Financial, M.H.C., the Company's mutual holding company) was waived
by the mutual holding company, and $65,560 (representing the dividends payable
on treasury shares owned by the Company) was not paid resulting in an actual
dividend distribution of $180,288.
6
Webster City Federal Bancorp and Subsidiaries
Management's Discussion and Analysis of
Financial Condition and Results of Operations
FINANCIAL CONDITION
-------------------
Total assets decreased by $578,000, or .6%, from December 31, 2001 to March 31,
2002. Cash and cash equivalents decreased $4.0 million or 43.4%, due to the
Company investing some excess funds in time deposits in other financial
institutions and the purchase of securities, and Loans receivable decreased
$224,100, or .3% during the same period. At March 31, 2002, the Company had
$42,300 in real estate owned. Securities available for sale increased by $1.9
million or 19.1% from December 31, 2001 to March 31, 2002 due to the purchase of
securities during the first quarter. During the three-month period deposits
decreased $1.1 million, or 1.6%.
Total stockholders' equity increased by $161,200 to $21.5 million at March 31,
2002 from $21.3 at December 31, 2001, as earnings of $350,100 were partially
offset by quarterly dividends paid totaling $180,300.
CAPITAL
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The Company's total stockholders' equity increased by $161,200, to $21.5 million
at March 31, 2002 from $21.3 million at December 31, 2001. The Office of Thrift
Supervision (OTS) requires that the Bank meet certain minimum capital
requirements. As of March 31, 2002 the Bank was in compliance with all
regulatory capital requirements. The Bank's required, actual and excess capital
levels as of March 31, 2002 were as follows:
Required % of Actual % of Excess
Amount Assets Amount Assets Capital
(Dollars in thousands)
Tier 1 (Core) Capital $4,084 4.0% $20,624 20.19% $16,540
Risk-based Capital $4,530 8.0% $20,867 36.85% $16,337
LIQUIDITY
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OTS regulations require the Bank to maintain an average daily balance of
qualified liquid assets (cash, certain time deposits and specified United States
government, state or federal agency obligations) equal to a monthly average of
not less than 4% of its net withdrawable deposits plus short-term borrowings.
RESULTS OF OPERATIONS
---------------------
Interest Income. Interest income decreased by $52,100 for the three months ended
March 31, 2002 compared to the three months ended March 31, 2001. The decrease
was due to a decrease in the average yield on interest-earning assets to 6.81%
for the three months ended March 31, 2002 compared to 7.44% for the three months
ended March 31, 2001 offset by an increase in the average balance of interest
earning assets of $5.4 million or 5.8% to $98.8 million for the three months
ended March 31, 2002 from $93.3 million for the corresponding period ended March
31, 2001.
Interest on loans for the three months ended March 31, 2002 increased by
$137,500 or 2.5% compared to the three months ended March 31, 2001. The increase
resulted primarily from an increase in total loans outstanding during the
period, offset by a decrease in the yields on loans receivable from 7.94% for
the three months ended March 31, 2001 to 7.66% for the three months ended March
31, 2002. The decrease in the yields on loans receivable was primarily due to
lower market rates and a number of adjustable rate loans repricing at a lower
rate based on the lagging index used by the Bank.
Interest on mortgage-backed securities decreased by $41,900 or 39.2% for the
three-month period ended March 31, 2002 as compared to the same period ended
March 31, 2001. The decline resulted from a decrease of $1.9 million or 32.7% in
the average balance of mortgage-backed securities to $3.9 million for the three
months ended March 31, 2002 compared to $5.8 million for the three months ended
March 31, 2001, and a decrease of 73 basis points in the average
7
yield on mortgage-backed securities to 6.62% for the three months ended March
31, 2002 from 7.35% for the three months ended March 31, 2001, as remaining
adjustable rate loans repriced at a lower rate.
Interest Expense. Interest expense decreased by $135,800, or 15.1%, from
$899,500 for the three months ended March 31, 2001 to $763,700 for the three
months ended March 31, 2002. The decrease in interest expense was due to the
average cost of deposits decreasing by 118 basis points from 4.89% for the three
months ended March 31, 2001 to 3.71% for the three months ended March 31, 2002,
offset by an increase in average deposits outstanding of $5.2 million from $63.9
million for the three months ended March 31, 2001 to $68.9 million for the three
months ended March 31, 2002, and a slight increase in interest expense on the
FHLB advance of $3,400, or 2.8% from $121,600 for the three months ended March
31, 2001 to $125,000 for the three months ended March 31, 2002.
Net Interest Income. Net interest income before provision for losses on loans
increased by $83,800 or 10.0% from $837,500 for the three months ended March 31,
2001 to $921,300 for the three months ended March 31, 2002. The Company's
interest rate spread for the three months ended March 31, 2002 improved by 49
basis points to 2.93% from 2.44% for the three months ended March 31, 2001. Due
to average loans rates declining offset by a larger decline in average deposit
interest rates.
Non-interest Income. Non-interest income increased by $20,000 or 28.7% for the
three-month period ended March 31, 2002 as compared to the same period ended
March 31, 2001. The increase was due to additional fees received from the
abstracting company and an increase in loan fees and service charges collected.
Non-interest Expense. Non-interest expense increased by $23,500 or 5.2% for the
three-month period ended March 31, 2002 compared to the same period ended March
31, 2001. Compensation and benefit costs increased $26,500 or 11.0% from
$241,300 for the three months ended March 31, 2001 to $267,800 for the
three-month period ended March 31, 2002. The increase was due primarily to
increased expenses related to the Company's retirement plan.
Provision for Losses on Loans. There were no provisions for losses on loans for
the three months ended March 31, 2002 or March 31, 2001. The Company had
$632,900 in non-performing loans as of March 31, 2002. The Company had no
charge-offs during the first quarter of 2001, and total charge-offs of $7,800
during the first quarter of 2002. The allowance for losses on loans is based on
management's periodic evaluation of the loan portfolio and reflects an amount
that, in management's opinion, is adequate to absorb losses in the existing
portfolio. In evaluating the portfolio, management takes into consideration
numerous factors, including current economic conditions, prior loan loss
experience, the composition of the loan portfolio, and management's estimate of
anticipated credit losses.
Taxes on Income. Income taxes for the three months ended March 31, 2002, were
$201,600 compared to $183,900 for the same period ended March 31, 2001. The
effective income tax rate for the three months of 2002 was 36.6% compared to
38.9% for the first three months of 2001 rate for the. In 2001 the Bancorp over
expensed for taxes by about 1.9%, in 2002 the Bancorp is slightly under the 37%
effective tax Bancorp.
Net Earnings. Net earnings of the Company totaled $350,100 for the three months
ended March 31, 2002 compared to $288,900 for the three months ended March 31,
2001.
IMPACT OF NEW ACCOUNTING STANDARDS
----------------------------------
SFAS No. 141 & 142
------------------
In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001 as well as all purchase method business
combinations completed after June 30, 2001. Statement 142 requires that goodwill
and intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the
provisions of Statement 142. Statement 142 also requires that intangible assets
with estimable useful lives be amortized over their respective estimated useful
lives to their estimated residual values, and reviewed for impairment in
accordance with FAS Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
8
The Company adopted the provisions of Statement 141 on July 1, 2001, and
Statement 142 effective January 1, 2002. Goodwill and intangible assets acquired
in business combinations completed before July 1, 2001 were continued to be
amortized and tested for impairment in accordance with the appropriate
pre-Statement 142 accounting requirements prior to the adoption of Statement
142. The Company adopted the provisions of SFAS No. 141 as of July 1, 2001 and
SFAS No. 142 on January 2002. The effects of implementation had no impact.
SFAS No. 143 & 144
------------------
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations (SFAS No. 143). SFAS No. 143 requires the Company to record the fair
value of an asset retirement obligation as a liability in the period in which it
incurs a legal obligation associated with the retirement of tangible long-lived
assets that result from the acquisition, construction, development, and/or
normal use of the assets. The Company also records a corresponding asset which
is depreciated over the life of the asset. The Company is required to adopt SFAS
No. 143 on January 1, 2003.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (SFAS No. 144). SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The Company adopted SFAS No. 144 on January 1, 2002. The effects of
implementation were immaterial.
9
Webster City Federal Bancorp and Subsidiaries
PART II. Other Information
Item 1. Legal Proceedings
-----------------
There are various claims and lawsuits in which the Company is periodically
involved incidental to the Company's business. In the opinion of management, no
material loss is expected from any of such pending claims or lawsuits.
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
None
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits:
None
(b) No form 8-K reports were filed during the
quarter ended March 31, 2002.
10
Webster City Federal Bancorp and Subsidiaries
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
WEBSTER CITY FEDERAL BANCORP
Registrant
Date: May 13, 2002 By: /s/Phyllis A. Murphy
-----------------------------
Phyllis A. Murphy
President and Chief Executive Officer
Date: May 13, 2002 By: /s/Stephen L. Mourlam
-----------------------------
Stephen L. Mourlam
Executive Vice President/Chief Financial Officer
11