<PAGE>   1
                                   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 QUARTER ENDED JANUARY 31, 1996

OR

         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 0-11434

ALFIN, INC.

--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          NEW YORK                                            13-3032734

-------------------------------------                 -------------------------
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                        IDENTIFICATION NUMBER)

 720 FIFTH AVENUE, NEW YORK, N.Y.                                10019
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)         (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 333-7700

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
                                               -------       -------

APPLICABLE ONLY TO CORPORATE ISSUERS:  INDICATE THE NUMBER OF SHARES
OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK, AS OF THE LATEST
PRACTICABLE DATE: 11,612,926 SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE,
AT MARCH 6,1996.
<PAGE>   2
                          ALFIN, INC. AND SUBSIDIARIES

                                   FORM 10-Q


                                     INDEX

                                                               PAGE
                                                               ----
PART I - FINANCIAL INFORMATION
------   ---------------------

  Item 1.   Financial Statements

            Condensed Consolidated Balance Sheets -
            January 31, 1996 and July 31, 1995                  2-3

            Condensed Consolidated Statements of
            Operations for the three months and six
            months ended January 31, 1996 and 1995               4

            Condensed Consolidated Statements of
            Cash Flows for the six months ended
            January 31, 1996 and 1995                            5

            Notes to Condensed Consolidated
            Financial Statements                                6-8



  Item 2.   Management's Discussion and Analysis
            of Financial Condition and Results                  9-10
            of Operations



Exhibit 11  Schedule of Computation
            of Earnings per share                                11

Signatures                                                       12





                                       1
<PAGE>   3
                          ALFIN, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS





<TABLE>
<CAPTION>
                    ASSETS                            January 31,          July 31,
                                                         1996                1995
                                                    ------------        ------------
<S>                                                 <C>                 <C>
CURRENT  ASSETS:
Cash                                                $    773,419        $    515,636
Accounts receivable, net of allowances for
 doubtful accounts and chargebacks of
 $605,595 and $634,593 at January 31,1996
 and July 31,1995, respectively and sales
 allowances of $406,264 at January 31,1996
 and July 31, 1995                                     2,066,662           1,392,315

Inventories                                            2,651,957           3,326,567
Prepaid expenses and other current assets                   --                29,288
                                                    ------------        ------------
Total current assets                                   5,492,038           5,263,806
                                                    ------------        ------------
PROPERTY AND EQUIPMENT                                 7,533,956           7,350,970
 Less-accumulated depreciation and
 amortization                                         (5,863,585)         (5,621,515)         
                                                    ------------        ------------
 Property and equipment, net                           1,670,371           1,729,455
                                                    ------------        ------------

OTHER ASSETS:
License agreement and trademarks,
 net of accumulated amortization of
 $913,561 and $867,961 at January 31,
 1996 and July 31, 1995, respectively                    820,808             866,408

Goodwill, net of accumulated amortization
 of $433,544 and $394,131 at January 31, 1995
 and July 31, 1995, respectively                       2,719,494           2,758,907
 Other                                                   167,694             137,694
                                                    ------------        ------------

 Total other assets                                    3,707,996           3,763,009
                                                    ------------        ------------
Total assets                                        $ 10,870,405        $ 10,756,270
                                                    ============        ============
</TABLE>


                  The accompanying notes are an integral part
                of these condensed consolidated balance sheets.





                                       2
<PAGE>   4
                          ALFIN, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS




<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY      January 31,        July 31,
                                            1996                1995     
                                        ------------        ------------
<S>                                     <C>                 <C>
CURRENT LIABILITIES:

Current portion of mortgage, note
 and other loans payable                $  2,698,249        $  2,828,019
Due to related parties                        34,826              34,826
Accounts payable                           2,122,213           3,106,090
Accrued expenses-other                     2,125,252           1,924,025
                                        ------------        ------------

 Total current liabilities                 6,980,540           7,892,960

NOTES PAYABLE                                575,000             725,000
                                        ------------        ------------

  Total liabilities                        7,555,540           8,617,960
                                        ------------        ------------

REDEEMABLE PREFERRED STOCK                   750,000             750,000

SHAREHOLDERS' EQUITY:
Common stock, $.01 par value,
 17,000,000 shares authorized;
 11,612,926 $11,519,311 shares 
 issued and outstanding at 
 January 31, 1996 and July 31,1995, 
 respectively:                               116,129             115,193

Additional paid-in capital                12,737,790          12,629,976

Accumulated deficit                      (10,289,054)        (11,356,859)
                                        ------------        ------------

  Total shareholders' equity               2,564,865           1,388,310
                                        ------------        ------------
Total liabilities and share-
holders' equity                         $ 10,870,405        $ 10,756,270
                                        ============        ============
</TABLE>


                  The accompanying notes are an integral part
                of these condensed consolidated balance sheets.





                                       3
<PAGE>   5
                          ALFIN, INC AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                             OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                      Three Months Ended                       Six Months Ended
                                         January 31,                              January 31,

                                   1996                1995                1996                1995
                               ------------        ------------        ------------        ------------

<S>                            <C>                 <C>                 <C>                 <C>
Net Sales                      $  9,110,445        $  8,771,169        $ 16,784,343        $ 16,032,756

Cost of goods sold                3,135,257           2,786,502           5,306,309           4,832,622
                               ------------        ------------        ------------        ------------

Gross profit on sales             5,975,188           5,984,667          11,478,034          11,200,134

Selling, general and
 administrative expenses          5,125,384           5,166,846          10,053,866          10,229,096
                               ------------        ------------        ------------        ------------

Operating Profit (Loss)             849,804             817,821           1,424,168             971,038

Other income (expense)
  Interest expense                  (77,854)           (116,333)           (161,492)           (219,349)
  Other                                (499)            (45,790)            (16,121)            (45,790)
                               ------------        ------------        ------------        ------------

Total other expense                 (78,353)           (162,123)           (177,613)           (265,139)

Income before provision
  for income taxes                  771,451             655,698           1,246,555             705,899

Provisions for
  Income Taxes                       30,000                   0              70,000                   0
                               ------------        ------------        ------------        ------------

NET Income                     $    741,451        $    655,698        $  1,176,555        $    705,899
                               ============        ============        ============        ============

Weighted average number
of common and common
 equivalent shares               11,631,454          11,402,904          11,714,610          11,402,904
                               ------------        ------------        ------------        ------------
Net Income (loss) per
common and common
equivalent shares              $      0 .06        $       0.06        $       0.10        $       0.06
                               ============        ============        ============        ============

</TABLE>

                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.





                                       4
<PAGE>   6
                          ALFIN, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                                   January 31,
                                                             1996               1995
                                                          -----------        -----------
<S>                                                        <C>                <C>
Cash Flows from Operating Activities:
Net Income                                                 $ 1,176,555        $   705,899
                                                           -----------        -----------
Adjustments to Reconcile Net Income to Net Cash
 Provided by (Used in) Operating Activities:
 Depreciation & Amortization                                   327,083            525,549
 (Increase) Decrease Accounts Receivable                      (674,347)         1,461,194
 Decrease (Increase) Inventory                                 674,610           (284,315)
 (Increase) Decrease Prepaid Expenses & Other Assets              (712)            81,242
 (Decrease) Accounts Payable & Accrued Expenses               (782,650)        (1,198,381)
                                                           -----------        -----------
Total Adjustments                                             (456,016)           585,289
                                                           -----------        -----------
Net Cash Provided by
  Operating Activities                                         720,539          1,291,188
                                                           -----------        -----------
Cash Flows from Investing Activities
  Capital Expenditures                                        (182,986)          (152,333)
                                                           -----------        -----------
Cash Flows from Financing Activities

Proceeds (Payment) of Lines of Credit, net                     170,230           (316,490)
Payment of Term Promissory Note                               (150,000)          (150,000)
Principal Payments of Term Loan                               (300,000)          (300,000)
Payment of Construction Note                                      --              (54,411)
                                                           -----------        -----------
Net Cash Used in Financing Activities                         (279,770)          (820,901)

Net Increase in Cash                                           257,783            317,954
Cash at Beginning of Period                                    515,636             10,444
                                                           -----------        -----------
Cash at End of Period                                      $   773,419        $   328,398
                                                           ===========        ===========
Cash Paid during the six months ended
Interest                                                   $   168,930        $   196,074
Income Taxes                                                   109,362             12,581
</TABLE>


                 The accompanying notes are an integral part of
                    these condensed consolidated statements





                                       5
<PAGE>   7
                          ALFIN, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                JANUARY 31, 1996
                                  (UNAUDITED)



(1) Summary of significant accounting policies:

    In the opinion of management, the accompanying condensed consolidated
    financial statements contain all of the adjustments necessary to present
    fairly the Company's financial position at January 31,1996 and July 31,
    1995, the results of its operations for the three and six months ended
    January 31, 1996 and 1995 and the cash flows for the six months ended
    January 31, 1996 and 1995. All adjustments are of a normal recurring nature.
    The condensed consolidated balance sheet at July 31, 1995 was taken from
    audited consolidated financial statements previously filed with the
    Securities and Exchange Commission in the Company's Form 10K.

    All significant intercompany transactions and accounts have been eliminated
    in consolidation. Interim period results are not necessarily indicative of
    the results of operations for a full year.

    These quarterly financial statements should be read in conjunction with the
    Company's audited financial statements contained in the Annual Report on
    Form 10-K for the fiscal year ended July 31, 1995, filed with the Securities
    and Exchange Commission.

    Recently Issued Accounting Standards

    In March 1995, the Financial Accounting Standards Board issued Statement of
    Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
    Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
    Of". This statement establishes financial accounting and reporting standards
    for the impairment of long lived assets, certain identifiable intangibles,
    and goodwill related to those assets to be held and used, and for long-lived
    assets and certain identifiable intangibles to be disposed of. This
    statement is effective for financial statements for fiscal years beginning
    after December 15, 1995, although earlier application is encouraged. The
    Company has not concluded its evaluation of the effect, if any, the adoption
    of SFAS No. 121 will have on its financial position or results of
    operations.

    In November 1995, the Financial Accounting Standards Board ("FASB") issued
    FSAB Statement No. 123, "Accounting for Stock-Based Compensation". This
    statement establishes a fair value based method of accounting for an
    employee stock option or similar equity instrument but allows companies to
    continue to measure compensation cost for those plans using the intrinsic
    value based method of accounting prescribed by APB Opinion No. 25,
    "Accounting for Stock Issued to Employees". Companies electing to remain
    with the accounting under APB Opinion No. 25 must, however, make pro forma
    disclosures of net income and earnings per share as if the fair value based
    method of accounting defined in SFAS No. 123 had been applied. These
    disclosure requirements are effective for years beginning after December 15,
    1995.

    Concentration of Credit Risk

    Financial instruments that potentially subject the Company to concentrations
    of credit risk consist principally of trade receivables. The Company's major
    customers are department stores and a television shopping network.
    Concentration of credit risk with respect to trade receivables is
    significant due to the dependence of certain customers in the Company's
    customer base. At January 31, 1996, a television shopping network accounted
    for 49% of sales and 60% of accounts receivable.





                                       6
<PAGE>   8
                          ALFIN, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                JANUARY 31, 1996
                                  (UNAUDITED)




(2) Inventory:

    Inventory at January 31, 1996 and July 31, 1995 was comprised of finished
    goods amounting to $967,085 and $1,424,009 respectively and raw materials
    and semi-finished goods of $1,684,872 and $1,902,558, respectively.

(3) Other Assets:

    License agreements and trademarks are recorded at cost and are amortized
    over their estimated useful lives of 19 years. Goodwill is amortized using
    the straight line method over 40 years.

    The Company has received an offer and is currently involved in negotiations
    for the sale of its rights to Robert Piquet. The book value of the Robert
    Piquet license agreement and inventory as reflected on the Company's Balance
    sheet of January 31, 1996 are $820,808 and $255,086, respectively. The 
    Company believes that the ultimate sale of the license agreement and 
    related inventory will not result in a loss and accordingly has not 
    reserved against the carrying value of these assets.

(4) Debt:

     Term Loan:

    The Company presently has a $5.0 million, five-year term loan with Midlantic
    National Bank ("Midlantic") which bears interest at a rate of .5% above the
    bank's prime lending rate. The balance under the term loan was $100,000 and
    $700,000 at January 31, 1996 and 1995, respectively. At July 31, 1995 the
    balance under the term loan was $400,000.

    Term Promissory Note:

    At January 31, 1996, the Company had a Term promissory note due to Midlantic
    in the amount of $875,000. The term promissory note is collateralized by a
    distribution and administration facility and bears interest at rate of 2%
    above Midlantic's prime lend rate. The balance under this term promissory
    note was $1,025,000 and $1,175,000 at July 31, 1995 and January 31, 1995
    respectively

    Lines of Credit:

    The Company also maintains a $700,000 secured line of credit with   
    Midlantic, expiring July 10, 1996,  which bears interest at 1.5% above the
    bank's prime lending rate. The Company is required to maintain a
    compensating balance equal to 5% of the line of credit. In January 1996,
    the Company and Midlantic agreed to consolidate its outstanding balance of
    $164,750 due under its revolving line of credit with its term loan for a
    total amount due of $264,750. Payments will be made in five monthly
    installments of $50,000 each with the remaining $14,750 to be paid as the
    final installment. Total borrowings under this line of credit were $324,743
    at January 31, 1995. At July 31, 1995 borrowings under this line of credit
    were $0.

    In January 1996, the Company amended its agreement with Credit Lyonnais to
    extend the expiration date of its line of credit to November 30, 1996. This
    loan agreement expired on October 15, 1995. Under the amended agreement the
    Company will pay four quarterly installments of $100,000 each with a final
    payment of $1,700,000 due on the expiration date. The loan is secured by the
    domestic accounts receivable of Adrien Arpel, Inc. Borrowings under this
    line of credit were $2,100,000 at January 31, 1996 and 1995, respectively .
    At July 31, 1995 borrowings under this line of credit were $2,100,000.





                                       7
<PAGE>   9
                          ALFIN, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                JANUARY 31, 1996
                                  (UNAUDITED)




    The Company's loan agreement with Midlantic contains financial covenants
    which require the Company to have a Consolidated Tangible Net Worth of not
    less than $1,000,000 and Consolidated Capital Expenditures not to exceed
    $400,000 for the fiscal year ending July 31, 1996. These financial covenants
    do not have to be met on a quarterly basis.

    The Company is meeting with potential lenders and is pursuing a relationship
    under which it can consolidate its borrowings in order to take advantage of
    its consolidated asset base.

    Related Party Loans:

    At January 31, 1996 and July 31, 1995, the Company had advances from
    Fine Fragrances Distribution, Inc. ("FFD") in the amount of $34,826. These
    advances are due on demand and bear interest at a rate of 1.5% above the
    prime lending rate of Midlantic. At January 31, 1995 advances from FFD
    totaled $300,000. At January 31, 1996 FFD owned 63.% of the Company's
    Common Stock.


(5) Computation of net income (loss) per common
    and common equivalent share:

    Net income per common and common equivalent share was computed by dividing
    net income by the weighted average number of shares of common stock and
    common stock equivalents outstanding during the periods. Common stock
    equivalents include the number of shares issuable on exercise of the
    outstanding options and warrants less the number of shares that could have
    been purchased with the proceeds from the exercise of the options and
    warrants based on the average price of common stock during the period.

(6) Income Taxes

    The Company maintains approximately $8.5 million of Federal operating loss
    carry forwards with expiration dates from 2005 to 2009; however, the annual
    use of pre-acquisition loss carry forwards is limited by the Internal
    Revenue Code. As such, the Company has reflected a tax provision of $70,000
    in its condensed consolidated statement of operations for the six months
    ended January 31, 1996 which primarily relates to the Federal alternative
    minimum tax and to State income taxes.

(7) Commitments

    One officer of the Company has an employment agreement which provides for
    salary, fringe benefits and commission payments based upon 33% of the net
    profits attributable to television shopping sales.

    One officer of the Company has 975,000 warrants outstanding which expire in
    November 1998.





                                       8
<PAGE>   10
                          ALFIN, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                JANUARY 31, 1996

RESULTS OF OPERATIONS:

SIX MONTHS ENDED JANUARY 31, 1996

The Company recorded net income for the six months ended January 31, 1996 of
$1,176,555 as compared to net income of $705,899 recorded for the six months
ended January 31, 1995.  Net income per common and common equivalent share was
$0.10 for the six months ended January 31, 1996 as compared to $0.06 for the
six months ended January 31, 1995.

Net sales for the six months ended January 31, 1996 increased 4.7% to
$16,784,343 as compared to $16,032,756 for the same period of the prior fiscal
year.  Sales of cosmetic products increased 7.7% to $16,540,282 from
$15,364,701, while sales of fragrance products decreased 63.5% to $244,061 from
$668,055.

The cosmetic sales increase of $1,175,581 is primarily attributable to an
increase in Adrien Arpel's department store sales of $812,585, or 11.0% when
compared to the same period of the prior fiscal year. The increased sales to
department stores reflects heightened awareness for the Adrien Arpel products
line due to the success and exposure the Company has experienced with The Home
Shopping Network. Sales of Adrien Arpel products to The Home Shopping Network
increased $362,996, or 4.5% for the six months ended January 31, 1996, when
compared to the same period of the prior fiscal year. The Company shipped its
first order to The Home Shopping Network of Canada during January, 1996 in the
amount of $276,755.

The fragrance sales decrease of $423,994 is primarily attributable to the
Company's decision to temporarily suspend its fragrances business. This
decision was made during the latter part of fiscal 1995 due to limited working
capital and the unprofitability of the fragrance business at the reported sales
levels.

Cost of goods sold as a percentage of net sales was 31.6% as compared to 30.1%
for the six months ended January 31, 1996.  The cost of goods sold increase
reflects higher production costs which have been passed along to the Company by
its manufacturers.  The Company is studying its product mix and costing to
minimize the impact of these increases.

Selling, general and administration expenses decreased 1.7% or $175,230 to
$10,053,866 for the six months ended January 31, 1996 as compared to
$10,229,096 for the six months ended January 31, 1995.  These reductions are
related to advertising and payroll expenses.

Other expenses decreased 33.0%to $177,613 for the six months ended January 31,
1996 as compared to $265,139 for the six months ended January 31, 1995.  The
decrease is primarily related to decreased interest expenses related to lower
debt levels.





                                       9
<PAGE>   11
THREE MONTHS ENDED JANUARY 31, 1996.

The Company recorded net income for the three months ended January 31, 1996 of
$741,451 as compared to net income of $655,698 for the three months ended
January 31, 1995, a 13.1% increase.  Net income per common and common
equivalent share was $0.06 for the three months ended January 31, 1996 and 1995
due to the impact of certain options and warrants which we considered common
stock equivalents.   

Net sales for the three months ended January 31, 1996 increased 3.9% to
$9,110,445 from $8,771,169 recorded during the same quarter of the prior fiscal
year.  Sales of cosmetic products increased 5.6% to $9,104,952 from $8,621,621
while sales of fragrances products decreased 96.3% from $149,548 to $5,493.
Increased sales during the three months ended January 31, 1996 are primarily
related to shipments to The Home Shopping Network, which increased 10.7% or
$482,461 over the same quarter of the prior year. The Company shipped its first
order to The Home Shopping Network of Canada during January 1996 in the amount
of $276,755.

Cost of goods sold as a percentage of net sales was 34.4% as compared to 31.8%
for the quarters ended January 31, 1996 and 1995, respectively.  This increase
is due to product mix since a larger portion of the three month sales are
attributable to Home Shopping sales or wholesale sales as opposed to retail
sales.  Additionally, as mentioned in the six month results, higher product
costs have been passed along to the Company by its manufacturers.

Selling, general and administrative expenses decreased 0.8% or $41,462 to
$5,125,384 from $5,166,846 for the quarter ended January 31, 1996 as compared
to the quarter ended January 31, 1995.

Other expenses decreased 51.7% or $83,770 to $78,353 as compared to $162,123
during the quarter ended January 31, 1996 as compared to the quarter ended
January 31, 1995.  This decrease is primarily related to decreased interest
expenses related to lower debt levels.  

LIQUIDITY AND CAPITAL RESOURCES

The Company had a working capital deficit of $1,488,502 at January 31, 1996, a
decrease of $1,140,652 from a working capital deficit of $2,629,154 at July 31,
1995.

Total bank debt decreased $285,250 during the six months ended January 31, 1996
from $3,525,000 at July 31, 1995 to $3,239,750 at January 31, 1996.  In
January, the Company and Midlantic agreed to consolidate the amounts due under
the Company's revolving line of credit and term loan in the amounts of $164,750
and $100,000 respectively into one loan in the amount of $264,750.  Payments
will be made in five monthly installments of $50,000 each with the last payment
of $14,750 scheduled to be made during July 1996.

In January, the Company amended is loan agreement with Credit Lyonnais to
extend the expiration date until November 30, 1996.  This loan agreement
expired on October 15, 1995.  Under the revised agreement with Credit Lyonnais
the Company agreed to pay $100,000 on a quarterly basis with a final payment of
$1,700,000 due on the expiration date.

The Company is meeting with potential lenders and is pursuing a relationship
under which it can consolidate its borrowings in order to take advantage of its
consolidated asset base to increase financing potential at more favorable
interest rates and terms.

With the improved profitability and generation of positive cash flow
experienced over the last  fiscal year and current six months, the Company has
been able to improve its inventory and accounts payable levels to balances
which are more in line with its current business trends.





                                       10
<PAGE>   12
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 by the
undersigned thereunto duly authorized.





                                             ALFIN, INC.
                                             -----------------------------------
                                             (Registrant)





                                            /s/ Jean Farat           
                                            ------------------------------------
                                                Jean Farat
                                             Chairman of the Board





Dated: March 14, 1996                        /s/ Michael D. Ficke
                                            ------------------------------------
                                                Michael D. Ficke
                                             Chief Financial Officer





                                       12
<PAGE>   13
                                EXHIBIT INDEX
                                -------------



         EXHIBIT
           NO.                         DESCRIPTION
         -------                       -----------

          Ex-11       Schedule of Computation of Earnings per share

          Ex-27       Financial Data Schedule