---

---




SECURITIES AND
   EXCHANGE COMMISSION


Washington, D.C.
   20549











FORM
   10-Q


QUARTERLY REPORT
   PURSUANT TO


SECTION 13 OR
   SECTION 15 (d)


OF THE SECURITIES
   EXCHANGE ACT OF 1934


FOR THE QUARTERLY
   PERIOD ENDED MARCH 31, 2000





LOOMIS, FARGO
   & CO.


(Exact name of
   registrant as specified in its charter)





|Delaware
   (State or other
     jurisdiction) |  | 333-24689
   (Commission File
     Number) |  | 76-0521092
   (IRS Employer
     Identification No.) | 
|---------------------------------------------- |  | ------------------------------------------ |  | ---------------------------------------------------- | 




|File No.
     333-24689-01
   LFC Holding
     Corporation
   (Exact Name of
     Registrant
   as Specified in
     its Charter) |  | File No.
     333-24689-02
   Loomis, Fargo
     & Co.
   (Exact Name of
     Registrant
   as Specified in
     its Charter) |  | File No.
     333-24689-04
   Loomis, Fargo
     & Co. of Puerto Rico
   (Exact Name of
     Registrant
   as Specified in
     its Charter) | 
|--------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------- | 




|Delaware
   (State or other
     jurisdiction of
   incorporation or
     organization) |  | Texas
   (State or other
     jurisdiction of
   incorporation or
     organization) |  | Tennessee
   (State or other
     jurisdiction of
   incorporation or
     organization) | 
|--------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------- | 




|75-2371825
   (I.R.S.
     Employer
   Identification
     No.) |  | 75-0117200
   (I.R.S.
     Employer
   Identification
     No.) |  | 66-0215016
   (I.R.S.
     Employer
   Identification
     No.) | 
|--------------------------------------------------------------- |  | --------------------------------------------------------------- |  | --------------------------------------------------------------- | 




|2500 CityWest
     Blvd., Suite 900
   Houston,
     Texas
   (Address of
     principal executive offices) |  | 77042
   (Zip
     Code) | 
|----------------------------------------------------------------------------------------------------------- |  | ------------------------ | 




Registrants telephone number, including area code: (713)
   435-6700





Indicate
   by check mark whether the registrants: (1) have 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  ̈





As of May
   2, 2000, 10,000,000 shares of the Common Stock, $0.01 par value, of Loomis,
   Fargo & Co.; 2,652,705 shares of the Class A Common Stock, $0.01 par
   value, of LFC Holding Corporation; 1,000 shares of the Common Stock, $10.00
   par value, of Loomis, Fargo & Co. (a Texas corporation); and 250 shares
   of Common Stock, no par value, of Loomis, Fargo & Co. of Puerto Rico,
   were outstanding.





---

---




PART
   IFINANCIAL INFORMATION


ITEM 1. FINANCIAL
   STATEMENTS





Loomis, Fargo
   & Co.





Consolidated
   Balance Sheets





(Unaudited, in
   thousands)





|Assets                                               |  | March 31,
   
   2000 |   | December 31,
   
   1999
|---------------------------------------------------- |  | --------------------- | - | ------------------------
|Current
     assets:                                 |  |                       |   |                         
|Cash
     and cash equivalents                       |  | $    4,255            |   |                         
|Accounts receivable, net                             |  | 23,408                |   |                         
|Prepaid
     expenses and other current assets       |  | 6,029                 |   |                         
|                                                     |  |                       |   |                         
|Total current
     assets                            |  | 33,692                |   |                         
|                                                     | 
|Property and
      equipment, net                    |  | 47,125                |   |                         
|Deferred taxes,
      net                            |  | 7,043                 |   |                         
|Intangible assets,
      net                         |  | 95,238                |   |                         
|Other assets,
      net                              |  | 3,242                 |   |                         
|                                                     |  |                       |   |                         
|Total
      Assets                                   |  | $186,340              |   |                         
|                                                     |  |                       |   |                         
|                                                     | 
|
|Current
       liabilities:                         
|Accounts payable                                     |  | $  18,449             |   |                         
|Accrued expenses and other current liabilities       |  | 29,630                |   |                         
|Current portion, long-term debtaffiliates           |  |                      |   |                         
|Current portion, capital lease obligations           |  | 221                   |   |                         
|                                                     |  |                       |   |                         
|Total
       current liabilities                     |  | 48,300                |   |                         
|                                                     | 
|Long-term
        liabilities:                      
|Long-term debt                                       |  | 129,700               |   |                         
|Capital lease obligations                            |  | 25                    |   |                         
|Other long-term liabilities                          |  | 10,351                |   |                         
|                                                     |  |                       |   |                         
|Total
        long-term liabilities                  |  | 140,076               |   |                         
|                                                     | 
|Stockholders deficit:                              
|Common stock                                         |  | 100                   |   |                         
|Additional paid-in capital                           |  | 24,755                |   |                         
|Accumulated deficit                                  |  | (26,891               | ) |                         
|                                                     |  |                       |   |                         
|Total stockholders deficit                          |  | (2,036                | ) |                         
|                                                     |  |                       |   |                         
|Total
         liabilities and stockholders deficit |  | $186,340              |   |                         
|                                                     |  |                       |   |                         




See accompanying
       notes.





Loomis, Fargo
       & Co.





Consolidated
       Statements of Operations





(unaudited, in
       thousands)





|                                     |  | Quarter Ended
       
       March 31,
|------------------------------------ |  | --------------------------------------
|
|Revenues                             |  | $96,692                               
|Cost of
         operations:         |  |                                       
|Payroll and related expense          |  | 61,016                                
|Vehicle expense                      |  | 10,667                                
|Facilities expense                   |  | 4,030                                 
|Other operating expenses             |  | 15,764                                
|                                     |  |                                       
|                                     |  | 91,477                                
|                                     |  |                                       
|Operating
         income            |  | 5,215                                 
|                                     | 
|Interest
          expense           |  | 3,425                                 
|                                     |  |                                       
|Income before
          income taxes |  | 1,790                                 
|Income
          taxes               |  | 716                                   
|                                     |  |                                       
|Net income                           |  | $  1,074                              
|                                     |  |                                       




See accompanying
        notes.





Loomis,
        Fargo & Co.





Consolidated
        Statements of Cash Flows





(Unaudited,
        in thousands)





|                                                                                                                |  | Quarter
          Ended
        
        March 31,
|--------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------
|
|Operating
          activities                                                                                  |  |                                                   
|Net
          income                                                                                            |  | $  1,074                                          
|Adjustments to
          reconcile net income to net cash provided by (used in) operating
          activities:
|Depreciation and amortization expense                                                                           |  | 3,189                                             
|Amortization of financing costs                                                                                 |  | 241                                               
|Accretion of discount on NOL note                                                                               |  |                                                  
|Deferred income taxes                                                                                           |  | 357                                               
|Gain on disposal of property and equipment                                                                      |  | 10                                                
|Provision for doubtful accounts                                                                                 |  | (13                                               
|Changes in current assets and liabilities:                                                                     
|Accounts receivable                                                                                             |  | 2,362                                             
|Prepaid expenses and other current assets                                                                       |  | (1,151                                            
|Accounts payable                                                                                                |  | (488                                              
|Accrued expenses and other liabilities                                                                          |  | (316                                              
|                                                                                                                |  |                                                   
|Net cash
          provided by (used in) operating activities                                                   |  | 5,265                                             
|                                                                                                                |  |                                                   
|Investing
          activities                                                                                  |  |                                                   
|Acquisition of
          property and equipment                                                                 |  | (2,942                                            
|Proceeds from
          sale of property and equipment                                                          |  | 14                                                
|                                                                                                                |  |                                                   
|Net cash used
          in investing activities                                                                 |  | (2,928                                            
|                                                                                                                |  |                                                   
|Financing
          activities                                                                                  |  |                                                   
|Net borrowings
          (repayments) of debt                                                                   |  | 1,000                                             
|Repayment of
          long-term debtaffiliates                                                                |  | (2,904                                            
|Repayments of
          capital lease obligations                                                               |  | (83                                               
|                                                                                                                |  |                                                   
|Net cash
          provided by (used in) financing activities                                                   |  | (1,987                                            
|                                                                                                                |  |                                                   
|Net increase
          in cash and cash equivalents                                                             |  | 350                                               
|Cash and cash
          equivalents at beginning of period                                                      |  | 3,905                                             
|                                                                                                                |  |                                                   
|Cash and cash
          equivalents at end of period                                                            |  | $  4,255                                          
|                                                                                                                |  |                                                   




See accompanying
        notes.





LOOMIS,
        FARGO & CO.





NOTES TO
        CONSOLIDATED FINANCIAL STATEMENTS





March 31,
        2000





NOTE 1 BASIS
        OF PRESENTATION





The
        accompanying unaudited consolidated financial statements have been
        prepared in accordance with generally accepted accounting principles
        for interim financial information and with the instructions to Form
        10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
        all of the information and footnotes required by generally accepted
        accounting principles for complete financial statements. The
        information included in this Form 10-Q should be read in conjunction
        with the audited consolidated financial statements of Loomis, Fargo
        & Co. (the Company) as of December 31, 1999 included in
        the Form 10-K filed with the Securities and Exchange Commission on
        March 30, 2000. In the opinion of management, all adjustments
        (consisting only of normal recurring accruals) considered necessary for
        a fair presentation have been included. Operating results for the
        quarter ended March 31, 2000 are not necessarily indicative of the
        results that may be expected for the full year.





Certain prior period amounts have been reclassified to conform
        with the 2000 presentation.





NOTE 2 RECENT
        PRONOUNCEMENTS





In
        June 1998, the Financial Accounting Standards Board issued Statement of
        Financial Standards No. 133, Accounting for Derivative Instruments and
        Hedging Activities (SFAS 133). SFAS No. 133 requires that
        all derivatives be recognized as assets and liabilities and measured at
        fair value. The accounting for changes in the fair value of a
        derivative depends on the intended use of the derivative and the
        resulting designation. In June 1999, the Financial Accounting Standards
        Board delayed the effective date of SFAS 133, requiring the Company to
        adopt SFAS 133 effective January 1, 2001. The Company does not
        anticipate that the new standard will have a material impact on the
        financial statements.





In
        December 1999, the Securities and Exchange Commission (SEC) issued
        Staff Accounting Bulletin No. 101 (SAB 101), which provides the
        staffs views in applying generally accepted accounting principles
        to selected revenue recognition issues. In March 2000, the SEC issued
        SAB 101A, which delayed the effective date of this statement until
        April 1, 2000. The Company does not anticipate that SAB 101 will have a
        material impact on the financial statements.





NOTE 3 INCOME
        TAXES





The
        Company continually reviews the adequacy of the valuation allowance
        related to deferred tax assets and reduced the reserve by $0.6 million
        during the quarter ended March 31, 2000. The reduction resulted from a
        reassessment by the Company which indicates that it is more likely than
        not that additional benefits will be realized. As the reduction in
        valuation allowance was related to purchase accounting, a corresponding
        reduction in goodwill resulted.





NOTE 4
        SIGNIFICANT CUSTOMER





One
        of the Companys customers accounted for approximately 13% and 12%
        of the Companys consolidated revenue for the quarters ended March
        31, 2000 and 1999, respectively.








ITEM
        2


MANAGEMENTS DISCUSSION AND ANALYSIS OF
        FINANCIAL


CONDITION AND
        RESULTS OF OPERATIONS





Loomis, Fargo & Co. (the Company) provides
        armored car transport services to a variety of financial, commercial,
        industrial and retail establishments within the United States and
        Puerto Rico. The Company offers secure, expedited transportation and
        protection for valuable commodities, provides extensive automatic
        teller machine (ATM) services, cash management and related
        services to financial institutions and other commercial customers. The
        Company also provides contract security officers to patrol and control
        access to customer facilities in Puerto Rico.





FORWARD-LOOKING INFORMATION





Certain statements in this report including such terms as
        believe, estimate, should,
        may, expect, anticipate and similar
        expressions which are not historical are forward-looking statements
        that involve risks and uncertainties. Such statements include, without
        limitation, the Companys expectation as to future performance.
        Such forward-looking statements are made pursuant to the safe harbor
        provisions of the Private Securities Litigation Reform Act of 1995.
        Important factors that could cause the actual results, performance or
        achievements of the Company to differ materially from the
        Companys expectations (Cautionary Statements) are
        disclosed in this report. Investors are cautioned that all
        forward-looking statements involve risks and uncertainty. Factors that
        could cause or contribute to such differences include, but are not
        limited to, risks and uncertainties relating to leverage and debt
        service, changes in interest rates, risks inherent in the armored
        transport industry, general economic and business conditions,
        restrictions imposed by the bank credit facility, the ability to
        attract and retain qualified employees, environmental and other
        regulatory matters and future legal proceedings. All written or oral
        forward-looking statements attributable to the Company are expressly
        qualified in their entirety by the Cautionary Statements.





RESULTS OF
        OPERATIONS





The
        following table sets forth the Companys consolidated results of
        operations expressed as a percentage of revenue.





|                              |  | Quarter
          Ended
        
        March 31,
|----------------------------- |  | --------------------------------------------------
|
|Revenues                      |  | 100.0                                             
|Cost of
          operations: |  |                                                   
|Payroll and related expense   |  | 63.1                                              
|Vehicle expense               |  | 11.0                                              
|Facilities expense            |  | 4.2                                               
|Other operating expense       |  | 16.3                                              
|                              |  |                                                   
|Operating Income              |  | 5.4                                               
|Interest expense              |  | 3.6                                               
|                              |  |                                                   
|Income before taxes           |  | 1.8                                               
|Income taxes                  |  | .7                                                
|                              |  |                                                   
|Net income                    |  | 1.1                                               
|                              |  |                                                   




Revenues.Revenues for the first quarter of 2000
        increased by approximately $2.6 million (2.8%) from last years
        corresponding period. This increase resulted from net-new business
        since the end of the first quarter of 1999, normal rate increases on
        existing business and an additional workday during the first quarter of
        2000. In addition, the Company implemented a fuel fee on its
        transportation-related services during February 2000 as a result of
        fuel prices reaching nine-year highs.





The following table analyzes revenues by type of service. The increase
        in the armored transport services during the quarter ended March 31,
        2000 represents additional customers being serviced and the majority of
        the fuel fees previously discussed. The slight reduction in ATM
        services represents the shift of certain customers to either service
        their own ATMs or request the manufacturers to service their ATMs,
        which brought about a reduction in the amount of first-line maintenance
        services rendered by the Company.





|                                                 |  | Quarter
          Ended
        
        March 31, |  | Change
|------------------------------------------------ |  | -------------------------------------------------- |  | ------
|
|Traditional
          armored transport services |  | $58.7                                              |  | $54.8 
|ATM
          services                           |  | 29.0                                               |  | 29.9  
|Cash
          management services               |  | 9.0                                                |  | 9.3   
|                                                 |  |                                                    |  |       
|Total Revenue                                    |  | $96.7                                              |  | $94.0 
|                                                 |  |                                                    |  |       




Payroll and related expense. Payroll and related expense
        for the quarter ended March 31, 2000 increased by approximately $3.1
        million (5.4%) from the corresponding period in 1999. The increase
        primarily resulted from the increased costs of providing group
        insurance and the strengthening of management staffing throughout the
        Company. As a percentage of revenue, payroll and related expense
        increased to 63.1% for the quarter ended March 31, 2000 from 61.5% for
        the comparative period in 1999. These changes reflect the business
        strategy of improved wages and fringe benefits throughout the Company
        as well as increases in the number of crew operating certain higher
        risk routes.





Vehicle expense. Vehicle expense for the first quarter of
        2000 decreased by approximately $0.3 million (2.9%) from the
        corresponding period in 1999. Vehicle expense as a percent of revenues
        decreased to 11.0% from 11.7% from the corresponding period in 1999.
        Reductions in the amounts paid for vehicle rentals, auto liability
        claims and related premiums were the primary cause for this reduction.
        These positive variances were partially offset by recent increases in
        the price of fuel.





Facilities expense. Facilities expense for the first
        quarter of 2000, and the expense as a percent of revenue, remained
        relatively constant with the corresponding period in 1999.





Other operating expenses. Other operating expenses for the
        first quarter of 2000 decreased by approximately $0.9 million (5.6%)
        from the corresponding period in 1999. Other operating expenses as a
        percent of revenues decreased to 16.3% from 17.7% from the
        corresponding period in 1999. Other operating expenses include such
        expenses as cargo insurance premiums and retained losses, costs of a
        centralized dispatch center, subcontracting costs, bad debt expense,
        and the testing, recruiting and training of employees. Combined
        cash-in-transit insurance premiums and cargo loss totals have declined
        by approximately $0.8 million for the first quarter of 2000 from last
        years corresponding period.





Interest expense. Interest expense for the first quarter
        of 2000 remained relatively constant with the corresponding period in
        1999. While the daily average borrowing under the Companys credit
        facility was approximately $2.6 million lower during the first quarter
        of 2000 as compared to the same period in 1999, market interest rates
        have increased substantially as compared to the first quarter of
        1999.





LIQUIDITY
        AND CAPITAL RESOURCES





Total cash and cash equivalents at March 31, 2000 and 1999 were
        $4.3 million and $5.0 million, respectively. Changes in cash and cash
        equivalents are described in the statements of cash flows, which are
        summarized below.


|                                                              |  | Quarter
          Ended
        
        March 31,
|------------------------------------------------------------- |  | --------------------------------------------------
|
|Net cash
          provided by (used in) operating activities |  | $  5.3                                            
|Net cash used
          in investing activities               |  | (2.9                                              
|Net cash
          provided by (used in) financing activities |  | (2.0                                              
|                                                              |  |                                                   
|Net increase in cash and cash equivalents                     |  | $  0.4                                            
|                                                              |  |                                                   




Operating
        Activities





Net
        cash of $5.3 million was provided by operating activities during the
        first quarter of 2000 as compared to $0.5 million used by operating
        activities during the same quarter of 1999. This increase is primarily
        attributable to the improved operations during the quarter as reflected
        by a 129.5% increase in net income as well as a greater amount of
        accounts receivable collections during the first quarter of
        2000.





Investing
        Activities





In
        the first quarter of 2000, cash of $2.9 million was used for
        acquisitions of property and equipment, which primarily related to the
        enhancement of the Companys fleet. Planned capital expenditures
        for the next twelve months are estimated to be approximately $16.0
        million.





Financing
        Activities





Net
        borrowings of $1.0 million were made on the Companys bank credit
        facility during the first quarter of 2000. The Companys average
        daily balance outstanding was $2.6 million less during this period than
        the corresponding period in 1999. The primary reason the Company was
        able to reduce the level of debt has been the continued focus on
        collections. In connection with the utilization of certain net
        operating losses in the 1999 Federal Income Tax return, the Company was
        required to make a $2.9 million payment on the long-term debt to
        affiliates during the first quarter of 2000.





The
        Companys balance sheet reflected a working capital deficit of
        $14.6 million at March 31, 2000, a decrease from the December 31, 1999
        working capital deficit of $17.1 million. The Company is highly
        leveraged, with long-term liabilities comprising 75.2% of total
        liabilities and a stockholders deficit at March 31,
        2000.





The
        Companys revolving bank credit facility provided aggregate
        commitments of $85.6 million at March 31, 2000. Under the facility,
        funds can be borrowed either for unspecified periods of time at a base
        rate tied to the banks prime rate, or for set periods of time
        under variable rates tied to LIBOR. The facility includes guarantees of
        letters of credit, of which approximately $18.8 million were
        outstanding at March 31, 2000. Remaining commitments available under
        the facility at March 31, 2000 were $22.1 million.





The
        credit facility agreement includes a step-down of commitments over the
        final four years of the facility. By December 31, 2000, total
        commitments under the bank credit facility will decrease to $72.5
        million. It is anticipated that letters of credit requirements,
        principally for casualty liabilities, should not exceed $20.0 million
        by December 31, 2000, leaving at least $52.5 million in available
        borrowing capacity. Management believes that the operating cash flow
        and this remaining financing commitment will be more than adequate to
        fund future operating needs and capital expenditures.





IMPACT OF
        YEAR 2000





In
        prior years, the Company discussed the nature and progress of its plans
        to become Year 2000 ready. In late 1999, the Company completed its
        remediation and testing of systems. As a result of those planning and
        implementation efforts, the Company experienced no significant
        disruptions in mission critical information technology and
        non-information technology systems and believes those systems
        successfully responded to the Year 2000 date change. The Company is not
        aware of any material problems resulting from Year 2000 issues, either
        with its products, its internal systems, or the products and services
        of third parties. The Company will continue to monitor its mission
        critical computer applications and those of its suppliers and vendors
        throughout the year 2000 to ensure that any latent Year 2000 matters
        that may arise are addressed promptly.





PART
        IIOTHER INFORMATION





Item 6
        Exhibits and Reports on Form 8-K





|(a) | Exhibits
|--- | --------




|3.1  |  | Certificate of
          Incorporation of Loomis, Fargo & Co. (Delaware), as amended.
          (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|3.2  |  | Bylaws of
           Loomis, Fargo & Co. (Delaware). (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 
|3.3  |  | Certificate
            of Incorporation of LFC Holding Corporation, as amended.
            (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 
|3.4  |  | Bylaws of
             LFC Holding Corporation, as amended. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 
|3.5  |  | Articles
              of Incorporation of Loomis, Fargo & Co. (Texas), as amended.
              (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|3.6  |  | Bylaws of
               Loomis, Fargo & Co. (Texas), as amended. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|3.9  |  | Amended
                and Restated Articles of Incorporation of Loomis, Fargo &
                Co. of Puerto Rico, as
              
              amended. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 
|3.10 |  | Bylaws
                 of Loomis, Fargo & Co. of Puerto Rico. (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | 
|4.1  |  | Indenture, dated as of January 24, 1997, among Loomis,
                 Fargo & Co. (Delaware), as Issuer, LFC
               
               Holding Corporation, Loomis, Fargo & Co. (Texas), LFC
                 Armored of Texas Inc. (formerly known as
               
               Wells Fargo Armored Service Corporation of Texas), and Loomis,
                 Fargo & Co. of Puerto Rico
               
               (formerly known as Wells Fargo Armored Service Corporation of
                 Puerto Rico), as Guarantors, and
               
               Marine Midland Bank, as trustee. (1)
|     | 
|4.2  |  | Form of
                 New Note (included in Exhibit 4.1, Exhibit A-3).
                 (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 
|27.1 |  | Financial Data Schedule for Loomis, Fargo &
                 Co.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         




|* | Filed
                 herewith
|- | -------------------------------




|(1) | Incorporated by reference to the Registration Statement
                 on Form S-1 (File No. 333-24689) of Loomis, Fargo & Co.
                 initially filed with the Securities and Exchange Commission on
                 April 7, 1997, as amended.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(b)
               Reports on Form 8-K





| | No reports on Form 8-K were filed by the Company
                 during the quarter for which this report is filed.
| | --------------------------------------------------------------------------------------------------------------------




SIGNATURES





Pursuant to the requirements of the Securities
               Exchange Act of 1934, as amended, the co-registrants have duly
               caused this report to be signed on their behalf by the
               undersigned, thereunto duly authorized.





| | Loomis,
                 Fargo & Co. (Delaware)
| | -----------------------------------------------

| | LFC
                 Holding Corporation
| | ----------------------------------------

| | Loomis,
                 Fargo & Co. (Texas)
| | --------------------------------------------

| | Loomis,
                 Fargo & Co. of Puerto Rico
| | ---------------------------------------------------




Date: May
               4, 2000


| | /S
               / JAMES
               K. JENNINGS
               , JR
               .
| | -----------------------------------------------------------------------------------------

| | By:
| | ---

| | James
                 K. Jennings, Jr.
| | ---------------------------------------

| | Executive Vice President and Chief
                 Financial
| | -------------------------------------------------------------

| | Officer
                 (Principal Financial and Accounting
| | ------------------------------------------------------------

| | Officer
                 of the Co-registrants)
| | -----------------------------------------------