##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 Amendment No. 1
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number 000-25141
 
 METROCORP BANCSHARES, INC.
  Texas
(State or other jurisdiction of
incorporation or organization)
    
    76-0579161
(I.R.S. Employer Identification No.)
 9600 Bellaire Boulevard, Suite 252
Houston, Texas 77036
 (713) 776-3876
 þ o
  o o þ
 o þ




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##### 



Explanatory Note
    2




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##### 



PART I
 FINANCIAL INFORMATION
 Item 1. Condensed Consolidated Financial Statements.
 METROCORP BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Unaudited)
 September 30,
    
    
    December 31,2005
    
    
    2004ASSETSCash and due from banks
    
    $
    23,044
    
    
    $
    26,285Federal funds sold and other short-term investments
    
    
    42,919
    
    
    
    5,788Total cash and cash equivalents
    
    
    65,963
    
    
    
    32,073Securities available-for-sale, at fair value
    
    
    246,142
    
    
    
    273,720Loans, net of allowance for loan losses of $10,806 and $10,501, respectively
    
    
    602,098
    
    
    
    582,136Loans, held-for-sale
    
    
    
    
    
    
    1,899Accrued interest receivable
    
    
    3,502
    
    
    
    3,308Premises and equipment, net
    
    
    6,261
    
    
    
    6,512Customers liability on acceptances
    
    
    2,367
    
    
    
    6,669Foreclosed assets, net
    
    
    
    
    
    
    1,566Other assets
    
    
    8,187
    
    
    
    6,429Total assets
    
    $
    934,520
    
    
    $
    914,312LIABILITIES AND SHAREHOLDERS EQUITYDeposits:Noninterest-bearing
    
    $
    171,789
    
    
    $
    163,191Interest-bearing
    
    
    616,758
    
    
    
    591,862Total deposits
    
    
    788,547
    
    
    
    755,053Other borrowings
    
    
    44,034
    
    
    
    60,849Accrued interest payable
    
    
    680
    
    
    
    649Acceptances outstanding
    
    
    2,367
    
    
    
    6,669Other liabilities
    
    
    8,405
    
    
    
    5,369Total liabilities
    
    
    844,033
    
    
    
    828,589Commitments and contingencies
    
    
    
    
    
    
    Shareholders equity:Common stock, $1.00 par value, 20,000,000 shares authorized; 7,323,127 and
7,312,627 shares issued and 7,210,735 and 7,187,446 shares outstanding at
September 30, 2005 and December 31, 2004, respectively
    
    
    7,323
    
    
    
    7,313Additional paid-in capital
    
    
    28,130
    
    
    
    27,859Retained earnings
    
    
    57,546
    
    
    
    50,976Accumulated other comprehensive (loss) income
    
    
    (1,478
    )
    
    
    710Treasury stock, at cost
    
    
    (1,034
    )
    
    
    (1,135
    )Total shareholders equity
    
    
    90,487
    
    
    
    85,723Total liabilities and shareholders equity
    
    $
    934,520
    
    
    $
    914,312
  3




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##### 



METROCORP BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Interest income:Loans
    
    $
    11,552
    
    
    $
    8,649
    
    
    $
    32,279
    
    
    $
    25,108Securities:Taxable
    
    
    2,382
    
    
    
    2,648
    
    
    
    7,163
    
    
    
    7,018Tax-exempt
    
    
    211
    
    
    
    227
    
    
    
    641
    
    
    
    693Federal funds sold and other short-term investments
    
    
    207
    
    
    
    25
    
    
    
    343
    
    
    
    56Total interest income
    
    
    14,352
    
    
    
    11,549
    
    
    
    40,426
    
    
    
    32,875Interest expense:Time deposits
    
    
    3,214
    
    
    
    2,087
    
    
    
    8,274
    
    
    
    5,838Demand and savings deposits
    
    
    636
    
    
    
    345
    
    
    
    1,449
    
    
    
    935Other borrowings
    
    
    365
    
    
    
    498
    
    
    
    1,420
    
    
    
    1,374Total interest expense
    
    
    4,215
    
    
    
    2,930
    
    
    
    11,143
    
    
    
    8,147Net interest income
    
    
    10,137
    
    
    
    8,619
    
    
    
    29,283
    
    
    
    24,728Provision for loan losses
    
    
    468
    
    
    
    261
    
    
    
    1,396
    
    
    
    816Net interest income after provision for loan losses
    
    
    9,669
    
    
    
    8,358
    
    
    
    27,887
    
    
    
    23,912Noninterest income:Service fees
    
    
    1,711
    
    
    
    1,656
    
    
    
    4,972
    
    
    
    4,942Letters of credit commissions and other
loan-related fees
    
    
    313
    
    
    
    139
    
    
    
    905
    
    
    
    755Other noninterest income
    
    
    63
    
    
    
    44
    
    
    
    274
    
    
    
    635Total noninterest income
    
    
    2,087
    
    
    
    1,839
    
    
    
    6,151
    
    
    
    6,332Noninterest expenses:Salaries and employee benefits
    
    
    4,225
    
    
    
    4,800
    
    
    
    12,229
    
    
    
    12,313Occupancy and equipment
    
    
    1,424
    
    
    
    1,412
    
    
    
    4,160
    
    
    
    4,242Foreclosed assets, net
    
    
    (67
    )
    
    
    70
    
    
    
    357
    
    
    
    (844
    )Other noninterest expense
    
    
    2,066
    
    
    
    1,549
    
    
    
    5,851
    
    
    
    5,371Total noninterest expenses
    
    
    7,648
    
    
    
    7,831
    
    
    
    22,597
    
    
    
    21,082Income before provision for income taxes
    
    
    4,108
    
    
    
    2,366
    
    
    
    11,441
    
    
    
    9,162Provision for income taxes
    
    
    1,272
    
    
    
    762
    
    
    
    3,575
    
    
    
    2,888Net income
    
    $
    2,836
    
    
    $
    1,604
    
    
    $
    7,866
    
    
    $
    6,274Earnings per common share:Basic
    
    $
    0.39
    
    
    $
    0.22
    
    
    $
    1.09
    
    
    $
    0.87Diluted
    
    $
    0.39
    
    
    $
    0.22
    
    
    $
    1.08
    
    
    $
    0.87Weighted average shares outstanding:Basic
    
    
    7,209
    
    
    
    7,180
    
    
    
    7,203
    
    
    
    7,171Diluted
    
    
    7,312
    
    
    
    7,235
    
    
    
    7,292
    
    
    
    7,250Dividends per common share
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.18
    
    
    $
    0.18
  4




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##### 



METROCORP BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
 For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income
    
    $
    2,836
    
    
    $
    1,604
    
    
    $
    7,866
    
    
    $
    6,274Other comprehensive income (loss), net of tax:Unrealized gain (loss) on investment securities, net:Unrealized holding gain (loss) arising during the period
    
    
    (891
    )
    
    
    3,440
    
    
    
    (2,188
    )
    
    
    17Less: reclassification adjustment for gain
included in net income
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    5Other comprehensive income (loss)
    
    
    (891
    )
    
    
    3,435
    
    
    
    (2,188
    )
    
    
    12Total comprehensive income
    
    $
    1,945
    
    
    $
    5,039
    
    
    $
    5,678
    
    
    $
    6,286
 METROCORP BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
For the Nine Months Ended September 30, 2005
(In thousands)
(Unaudited)
 Additional
    
    
    
    
    
    
    Accumulated Other
    
    
    TreasuryCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    StockShares
    
    
    At Par
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    At Cost
    
    
    TotalBalance at December 31, 2004
    
    
    7,188
    
    
    $
    7,313
    
    
    $
    27,859
    
    
    $
    50,976
    
    
    $
    710
    
    
    $
    (1,135
    )
    
    $
    85,723Issuance of common stock
    
    
    10
    
    
    
    10
    
    
    
    99
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    109Re-issuance of treasury stock
    
    
    13
    
    
    
    
    
    
    
    172
    
    
    
    
    
    
    
    
    
    
    
    101
    
    
    
    273Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,866
    
    
    
    
    
    
    
    
    
    
    
    7,866Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,188
    )
    
    
    
    
    
    
    (2,188
    )Cash dividends ($0.18 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,296
    )
    
    
    
    
    
    
    
    
    
    
    (1,296
    )Balance at September 30, 2005
    
    
    7,211
    
    
    $
    7,323
    
    
    $
    28,130
    
    
    $
    57,546
    
    
    $
    (1,478
    )
    
    $
    (1,034
    )
    
    $
    90,487
  5




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##### 



METROCORP BANCSHARES, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 For the Nine Months EndedSeptember 30,2005
    
    
    2004Restated-see
    
    
    Restated-seeNote 9
    
    
    Note 9Cash flows from operating activities:Net income
    
    $
    7,866
    
    
    $
    6,274Adjustments to reconcile net income to net cash provided by operating activities:Depreciation
    
    
    1,031
    
    
    
    1,002Provision for loan losses
    
    
    1,396
    
    
    
    816Gain on sale of securities
    
    
    
    
    
    
    (7
    )Loss (gain) on foreclosed assets
    
    
    316
    
    
    
    (1,115
    )Loss on sale and disposal of premises and equipment
    
    
    100
    
    
    
    Gain on sale of loans
    
    
    (42
    )
    
    
    (587
    )Amortization of premiums and discounts on securities
    
    
    189
    
    
    
    1,874Amortization of net deferred loan fees
    
    
    (1,351
    )
    
    
    (955
    )Changes in:Accrued interest receivable
    
    
    (194
    )
    
    
    376Other assets
    
    
    (633
    )
    
    
    (487
    )Accrued interest payable
    
    
    31
    
    
    
    1Other liabilities
    
    
    3,036
    
    
    
    1,320Net cash provided by operating activities
    
    
    11,745
    
    
    
    8,512Cash flows from investing activities:Purchases of securities available-for-sale
    
    
    (26,953
    )
    
    
    (100,564
    )Proceeds from sales, maturities and principal paydowns of securities
available-for-sale
    
    
    51,029
    
    
    
    72,644Net change in loans
    
    
    (19,266
    )
    
    
    (8,572
    )Proceeds from sale of foreclosed assets
    
    
    2,450
    
    
    
    3,273Proceeds from sale of premises and equipment
    
    
    4
    
    
    
    Purchases of premises and equipment
    
    
    (884
    )
    
    
    (1,759
    )Net cash provided by (used in) investing activities
    
    
    6,380
    
    
    
    (34,978
    )Cash flows from financing activities:Net change in:Deposits
    
    
    33,494
    
    
    
    16,930Other borrowings
    
    
    (16,815
    )
    
    
    6,702Proceeds from issuance of common stock
    
    
    109
    
    
    
    50Re-issuance of treasury stock
    
    
    273
    
    
    
    276Dividends paid
    
    
    (1,296
    )
    
    
    (1,289
    )Net cash provided by financing activities
    
    
    15,765
    
    
    
    22,669Net increase (decrease) in cash and cash equivalents
    
    
    33,890
    
    
    
    (3,797
    )Cash and cash equivalents at beginning of period
    
    
    32,073
    
    
    
    36,927Cash and cash equivalents at end of period
    
    $
    65,963
    
    
    $
    33,130
  6




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##### 



METROCORP BANCSHARES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. BASIS OF PRESENTATION
     2. SIGNIFICANT ACCOUNTING POLICIES
 Stock-Based Compensation
 Accounting for
Stock-Based Compensation,
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except per share amounts)Net income:As reported
    
    $
    2,836
    
    
    $
    1,604
    
    
    $
    7,866
    
    
    $
    6,274Pro forma
    
    
    2,742
    
    
    
    1,561
    
    
    
    7,585
    
    
    
    6,145Stock-based compensation cost, net of income taxes:As reported
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Pro forma
    
    
    94
    
    
    
    43
    
    
    
    281
    
    
    
    129Basic earnings per common share:As reported
    
    
    0.39
    
    
    
    0.22
    
    
    
    1.09
    
    
    
    0.87Pro forma
    
    
    0.38
    
    
    
    0.22
    
    
    
    1.05
    
    
    
    0.86Diluted earnings per common share:As reported
    
    
    0.39
    
    
    
    0.22
    
    
    
    1.08
    
    
    
    0.87Pro forma
    
    
    0.38
    
    
    
    0.22
    
    
    
    1.04
    
    
    
    0.85
 7




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##### 



Stock-Based Compensation (Continued)
  Share-Based Payment. Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation Statement of Cash Flows
  New Accounting Pronouncements
 Accounting for Certain Loans or Debt Securities Acquired in a Transfer
 Accounting Changes and Error Corrections
 8




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##### 



New Accounting Pronouncements ( Continued)
 Implementation Guidance for the Application of
Paragraph 16 of EITF Issue No. 03-1 The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security
Whose Cost Exceeds Fair Value The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments Accounting for Certain Investments
in Debt and Equity Securities Accounting for Noncurrent
Marketable Equity Securities Equity Method of Accounting for
Investments in Common Stock.
 Accounting for
Uncertain Tax Positions  an Interpretation of FASB Statement No. 109 Statement 109
 3. SECURITIES AVAILABLE-FOR-SALE
  As of September 30, 2005
    
    
    As of December 31, 2004Gross
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Fair
    
    
    Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gain
    
    
    Loss
    
    
    Value
    
    
    Cost
    
    
    Gain
    
    
    Loss
    
    
    Value(Dollars in thousands)U.S. Government
agencies
    
    $
    32
    
    
    $
    1
    
    
    $
    
    
    
    $
    33
    
    
    $
    35
    
    
    $
    
    
    
    $
    
    
    
    $
    35U.S. Government sponsored
entities
    
    
    31,361
    
    
    
    
    
    
    
    (156
    )
    
    
    31,205
    
    
    
    4,970
    
    
    
    
    
    
    
    (18
    )
    
    
    4,952Obligations of state and
political subdivisions
    
    
    17,161
    
    
    
    727
    
    
    
    
    
    
    
    17,888
    
    
    
    18,105
    
    
    
    1,030
    
    
    
    
    
    
    
    19,135Mortgage-backed securities
and collateralized mortgage
obligations
    
    
    175,145
    
    
    
    178
    
    
    
    (2,655
    )
    
    
    172,668
    
    
    
    222,977
    
    
    
    1,344
    
    
    
    (1,179
    )
    
    
    223,142Other debt securities
    
    
    1,318
    
    
    
    2
    
    
    
    
    
    
    
    1,320
    
    
    
    1,979
    
    
    
    14
    
    
    
    
    
    
    
    1,993Investment in ARM and CRA
funds
    
    
    19,241
    
    
    
    41
    
    
    
    (376
    )
    
    
    18,906
    
    
    
    18,772
    
    
    
    89
    
    
    
    (205
    )
    
    
    18,656FHLB/Federal Reserve Bank
Stock
    
    
    4,122
    
    
    
    
    
    
    
    
    
    
    
    4,122
    
    
    
    5,807
    
    
    
    
    
    
    
    
    
    
    
    5,807Total securities
    
    $
    248,380
    
    
    $
    949
    
    
    $
    (3,187
    )
    
    $
    246,142
    
    
    $
    272,645
    
    
    $
    2,477
    
    
    $
    (1,402
    )
    
    $
    273,720
 9




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##### 



Less Than 12 Months
    
    
    Greater Than 12 Months
    
    
    TotalGross
    
    
    
    
    
    
    Gross
    
    
    
    
    
    
    GrossFair Value
    
    
    Unrealized
    
    
    Fair Value
    
    
    Unrealized
    
    
    Fair Value
    
    
    UnrealizedLoss
    
    
    
    
    
    Loss
    
    
    
    
    
    Loss(Dollars in thousands)U.S. Government sponsored entities
    
    $
    31,205
    
    
    $
    (156
    )
    
    $
    
    
    
    $
    
    
    
    $
    31,205
    
    
    $
    (156
    )Mortgage-backed securities and
collateralized mortgage obligations
    
    
    109,978
    
    
    
    (1,205
    )
    
    
    51,176
    
    
    
    (1,450
    )
    
    
    161,154
    
    
    
    (2,655
    )Investment in ARM and CRA funds
    
    
    
    
    
    
    
    
    
    
    14,618
    
    
    
    (376
    )
    
    
    14,618
    
    
    
    (376
    )Total securities
    
    $
    141,183
    
    
    $
    (1,361
    )
    
    $
    65,794
    
    
    $
    (1,826
    )
    
    $
    206,977
    
    
    $
    (3,187
    )
  4. ALLOWANCE FOR LOAN LOSSES
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except per share amounts)Allowance for loan losses at beginning of period
    
    $
    10,372
    
    
    $
    10,598
    
    
    $
    10,501
    
    
    $
    10,308Provision for loan losses
    
    
    468
    
    
    
    261
    
    
    
    1,396
    
    
    
    816Charge-offs
    
    
    (72
    )
    
    
    (624
    )
    
    
    (1,266
    )
    
    
    (1,799
    )Recoveries
    
    
    38
    
    
    
    221
    
    
    
    175
    
    
    
    1,131Allowance for loan losses at end of period
    
    $
    10,806
    
    
    $
    10,456
    
    
    $
    10,806
    
    
    $
    10,456
 10




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##### 



5. EARNINGS PER COMMON SHARE
  For the Three Months
    
    
    For the Nine MonthsEnded September 30,
    
    
    Ended September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except per share amounts)Net income available to common shareholders
    
    $
    2,836
    
    
    $
    1,604
    
    
    $
    7,866
    
    
    $
    6,274Weighted average common shares outstanding:Basic
    
    
    7,209
    
    
    
    7,180
    
    
    
    7,203
    
    
    
    7,171Shares issuable under stock option plans
    
    
    103
    
    
    
    55
    
    
    
    89
    
    
    
    79Diluted
    
    
    7,312
    
    
    
    7,235
    
    
    
    7,292
    
    
    
    7,250Earnings per common share:Basic
    
    $
    0.39
    
    
    $
    0.22
    
    
    $
    1.09
    
    
    $
    0.87Diluted
    
    $
    0.39
    
    
    $
    0.22
    
    
    $
    1.08
    
    
    $
    0.87
 6. ACQUISITION OF FIRST UNITED BANK AND ISSUANCE OF JUNIOR SUBORDINATED DEBENTURES
     7. LITIGATION
  11




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##### 



8. OFF-BALANCE SHEET ACTIVITIES
   As of
    
    
    As ofSeptember 30, 2005
    
    
    December 31, 2004Unfunded loan commitments including unfunded lines of credit
    
    $
    121,531
    
    
    $
    105,975Standby letters of credit
    
    
    4,354
    
    
    
    3,852Commercial letters of credit
    
    
    7,298
    
    
    
    11,756Operating leases
    
    
    3,391
    
    
    
    4,060Total financial instruments with off-balance sheet risk
    
    $
    136,574
    
    
    $
    125,643
 9. RESTATEMENT OF INTERIM CONSOLIDATED FINANCIAL STATEMENTS
   Nine months ended
    
    
    Nine months endedSeptember 30, 2005
    
    
    September 30, 2004(Dollars in thousands)Net cash provided by operating activitiesAs previously reported
    
    $
    13,644
    
    
    $
    12,024As restated
    
    
    11,745
    
    
    
    8,512Net cash provided by (used in) investing
activitiesAs previously reported
    
    $
    4,481
    
    
    $
    (38,490
    )As restated
    
    
    6,380
    
    
    
    (34,978
    )
 12




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##### 



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
  Remediation of Material Weakness
 Changes in Internal Control Over Financial Reporting.
 13




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##### 



PART II
 OTHER INFORMATION
 Item 6. Exhibits
 ExhibitNumber
    
    Identification of Exhibit11
    
    - Computation of Earnings Per Common Share, included as Note (3)
to the unaudited Condensed Consolidated Financial Statements on
Page 8 of this Form 10-Q.31.1*
    
    - Certification of the Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.31.2*
    
    - Certification of the Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.32.1**
    
    - Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    - Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 14




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##### 



SIGNATURES
  METROCORP BANCSHARES, INC.By:
    
    /s/ George M. LeeDate: March 14, 2006
    
    
    
    George M. LeeChief Executive Officer (principal executive officer)Date: March 14, 2006
    
    By:
    
    /s/ David C. ChoiDavid C. ChoiChief Financial Officer (principal financial officer/ principal accounting officer)
 15




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##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Identification of Exhibit11
    
    - Computation of Earnings Per Common Share, included as
Note (3) to the unaudited Condensed Consolidated
Financial Statements on Page 8 of this Form 10-Q.31.1*
    
    - Certification of the Chief Executive Officer pursuant
to Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended.31.2*
    
    - Certification of the Chief Financial Officer pursuant
to Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended.32.1**
    
    - Certification of the Chief Executive Officer pursuant
to 18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2**
    
    - Certification of the Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith.