<PAGE>

===============================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                      FORM 10-Q

                [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the quarterly period ended March 31, 1997
                           Commission File Number 33-83382

                         FIRST MERCURY FINANCIAL CORPORATION
                (Exact name of registrant as specified in its charter)

            Delaware                            38-3164336
    (State or other jurisdiction    (I.R.S. Employer Identification No.)
  of incorporation or organization)

         29621 Northwestern Highway, P.O. Box 5096 Southfield, Michigan 48086
                 (Address of principal executive offices) (zip code)

          Registrant's telephone number, including area code: (810) 358-4010

                                           
    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 
                                                    ---      ---
    The number of shares outstanding of the registrant's Common Stock, par
value $.01, as of May 14, 1997 was 6,164.07.

===============================================================================

<PAGE>


                         FIRST MERCURY FINANCIAL CORPORATION


                                        INDEX
                                        -----

PART I.  FINANCIAL INFORMATION                                  Page No.
                                                                --------

         Item 1.  Financial Statements

             Condensed Consolidated Balance Sheets;
              March 31, 1997 (Unaudited) and
              December 31, 1996                                     2

             Condensed Consolidated Statements of 
              Operations (Unaudited); Three
              Months Ended March 31, 1997 and 1996                  3

             Condensed Consolidated Statements of
              Stockholders' Equity (Unaudited); Three
               Months Ended March 31, 1997 and 1996                 4

             Condensed Consolidated Statements of 
              Cash Flows (Unaudited); Three Months
              Ended March 31, 1997 and 1996                         5

             Notes to Condensed Consolidated Financial
              Statements (Unaudited)                                6

         Item 2.  Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                     7

Part II. OTHER INFORMATION                                         11

<PAGE>


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                         FIRST MERCURY FINANCIAL CORPORATION
                        Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                            March 31,   December 31,
                         Assets                                1997        1996
                         ------                                ----        ----
                                                            (Unaudited)
<S>                                                        <C>            <C>
Investments:
    Debt securities available for sale, at market value    $  69,859,301  71,871,818
    Preferred stocks, at market                                2,747,812   2,691,194
    Common stocks, at market                                      52,668      52,200
    Short-term investments                                     2,797,364   1,810,340
                                                           ------------- -----------
          Total investments                                   75,457,145  76,425,552


Cash and cash equivalents                                      2,223,337   3,945,289
Premiums and reinsurance balances receivable                   2,771,800   2,584,644
Accrued investment income receivable                             915,639   1,078,346
Other receivables                                                300,000     300,000
Reinsurance recoverable on unpaid losses                       9,564,115   8,484,364
Prepaid reinsurance premiums                                   1,416,223   1,799,876
Deferred acquisition costs                                       759,274     691,319
Deferred federal income taxes                                  2,468,441   2,288,715
Federal income taxes recoverable                                 552,306     571,541
Fixed assets, net of accumulated depreciation                  1,695,484   1,667,317
Other assets                                                   2,285,693   2,274,410
                                                           ------------- -----------
          Total assets                                     $ 100,409,457 102,111,373
                                                           ------------- -----------
                                                           ------------- -----------

       Liabilities and Stockholders' Equity
       ------------------------------------

Loss and loss adjustment expense reserves                  $  55,005,349  55,519,174
Unearned premium reserves                                      5,185,618   5,656,660
Senior subordinated notes payable                              9,225,000   9,225,000
Ceded reinsurance payable                                         66,344      87,373
Funds held under reinsurance contracts                           673,097     842,295
Deferred revenue                                               1,991,451   2,181,975
Accounts payable and accrued expenses                          2,074,474   2,080,221
                                                           ------------- -----------
          Total liabilities                                   74,221,333  75,592,698

Minority interest                                                  3,242       3,278

Stockholders' equity:
    Cumulative preferred stock, issued and 
      outstanding 20,850 shares                                      209         209
    Common stock, issued and 
      outstanding 6,164.07 shares                                     62          62
    Gross paid-in and contributed capital                      3,437,372   3,437,372
    Net unrealized gains (losses) on marketable securities      (402,723)    183,780
    Retained earnings                                         23,149,962  22,893,974
                                                           ------------- -----------
          Total stockholders' equity                          26,184,882  26,515,397
                                                           ------------- -----------
          Total liabilities and stockholders' equity       $ 100,409,457 102,111,373
                                                           ------------- -----------
                                                           ------------- -----------
</TABLE>
See accompanying notes to condensed consolidated financial statements.

                                       2

<PAGE>

                        FIRST MERCURY FINANCIAL CORPORATION
                  Condensed Consolidated Statements of Operations
                                    (Unaudited)

                                                         Three Months Ended
                                                               March 31,
                                                         ---------------------
                                                           1997          1996
                                                           ----          ----

Net earned premiums                                    $ 2,305,692   7,895,647

Net investment income                                    1,153,657   1,395,713
Realized gains (losses) on the sale of investments         124,294     152,691
Miscellaneous income                                       269,719      16,255
                                                       ----------- -----------
    Total revenues and other income                      3,853,362   9,460,306
                                                       ----------- -----------

Losses and loss adjustment expenses, net                 1,733,503   7,507,634
Amortization of deferred acquisition expenses              457,853   1,817,273
Other underwriting expenses                                986,319     959,071
Interest expense                                           278,120     298,607
                                                       ----------- -----------
    Total expenses                                       3,455,795  10,582,585
                                                       ----------- -----------

    Income(loss) before federal income taxes               397,567  (1,122,279)

Federal income taxes (benefit)                             141,578    (245,725)

    Net income                                         $   255,989    (876,554)
                                                       ----------- -----------
                                                       ----------- -----------
Per-share earnings                                     $     41.53     (142.20)
                                                       ----------- -----------
                                                       ----------- -----------


See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>

                        FIRST MERCURY FINANCIAL CORPORATION
            Condensed Consolidated Statements of Stockholders' Equity
                                    (Unaudited)


<TABLE>
<CAPTION>

                                                                    Net Unrealized
                                                     Gross Paid-in  Gains (Losses),
                                  Preferred Common  and Contributed Net of Federal  Retained
                                     Stock   Stock      Capital      Income Taxes   Earnings     Total
                                     -----   -----      -------      ------------   --------     -----
<S>                                  <C>     <C>       <C>           <C>            <C>          <C>
Balance at December 31, 1995         $  209    62      3,474,872     1,270,614      21,655,479   26,401,236

Net income                               -     -           -             -            (876,554)    (876,554)
Change in market values of
  marketable investment securities       -     -           -          (956,745)          -         (956,745)
                                     ------  ----      ---------     ---------      ----------   ----------
Balance at March 31, 1996            $  209    62      3,474,872       313,869      20,778,925   24,567,937
                                     ------  ----      ---------     ---------      ----------   ----------
                                     ------  ----      ---------     ---------      ----------   ----------

Balance at December 31, 1996         $  209    62      3,437,372       183,780      22,893,973   26,515,396

Net income                               -     -           -             -             255,989      255,989
Change in market values of   
  marketable investment securities       -     -           -          (586,503)          -         (586,503)
                                     ------  ----      ---------     ---------      ----------   ----------
Balance at March 31, 1997            $  209    62      3,437,372      (402,723)     23,149,962   26,184,882
                                     ------  ----      ---------     ---------      ----------   ----------
                                     ------  ----      ---------     ---------      ----------   ----------
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>

                        FIRST MERCURY FINANCIAL CORPORATION
                   Condensed Consolidated Statements of Cash Flows
                                    (Unaudited)

                                                         Three Months Ended
                                                               March 31,
                                                         ---------------------
                                                           1997          1996
                                                           ----          ----

Net cash used in operating activities                  $(1,606,324)    630,675

Cash flows from investing activities:
    Cost of short-term investments acquired             (9,981,794) (7,120,787)
    Proceeds from disposals of short-term investments    8,994,771   8,833,284
    Cost of debt securities acquired                    (5,869,496) (9,832,281)
    Proceeds from maturities of debt securities          3,852,675   1,116,267
    Proceeds from debt securities sold                   3,284,770   6,742,422
    Cost of equity securities acquired                    (305,770)   (395,411)
    Proceeds from equity securities sold                   286,022   1,090,211
    Other, net                                            (101,806)   (164,178)
                                                       ----------- -----------
            Net cash used in investing activities          159,372     269,527
                                                       ----------- -----------
    Interest payments on senior subordinated notes        (275,000)   (275,000)
                                                       ----------- -----------
Net decrease in cash and cash equivalents               (1,721,952)    625,202

Cash and cash equivalents at beginning of period         3,945,289   2,336,140
                                                       ----------- -----------
Cash and cash equivalents at end of period             $ 2,223,337   2,961,342
                                                       ----------- -----------
                                                       ----------- -----------

                                       5

<PAGE>

                         FIRST MERCURY FINANCIAL CORPORATION

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (UNAUDITED)


1.  The accompanying unaudited condensed consolidated financial statements of
    First Mercury Financial Corporation and subsidiaries (the "Company") 
    have been prepared pursuant to the rules and regulations of the 
    Securities and Exchange Commission. Certain information and note 
    disclosures normally included in financial statements  prepared in 
    accordance with generally accepted accounting principles have been 
    condensed or omitted. In management's opinion, all adjustments, 
    consisting of normal recurring adjustments, which are necessary for a 
    fair presentation of financial position and results of operations, have 
    been made.  It is recommended that these condensed consolidated 
    financial statements be read in conjunction with the consolidated 
    financial statements and notes related thereto included in the December 
    31, 1996 annual report on Form 10-K. 

    The results of operations for the three month period ended March 31, 1997,
    are not necessarily indicative of the results to be expected for the full
    year.

2.  Per share earnings are computed by dividing net income by the weighted
    average number of shares of common stock outstanding during the period.

                                       6

<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    First Mercury Financial Corporation ("Mercury") is an insurance holding 
company incorporated in Delaware in December 1993 and engaged, through its 
subsidiaries, in the underwriting of specialty commercial lines and 
non-standard automobile insurance for individuals.  Mercury's subsidiaries 
are First Mercury Insurance Company ("FMIC"), an Illinois property and 
casualty insurance company and successor to First Mercury Syndicate, Inc. 
(the "Syndicate"),  All Nation Insurance Company ("All Nation") and its 
wholly owned subsidiary, National Family Insurance Corporation, in Liquidation
("National Family"), both Minnesota property and casualty insurance companies. 
Mercury and its subsidiaries are referred to herein as the "Company."

    National Family has been in liquidation under the oversight of the Ramsey 
County District Court in Minnesota since December 1996. Prior to the 
liquidation order, National Family was in rehabilitation for over 30 years. 
The Company became affiliated with National Family upon its purchase of All 
Nation in 1992. Under generally accepted accounting principles, because All 
Nation  lacks voting control over National Family, the financial statements 
of National Family are not consolidated with the financial statements of the 
Company.

    Prior to its withdrawal from the Illinois Insurance Exchange ("IIE") in 
December 1996, the Syndicate operated as an underwriting member of the IIE. 
Under the eligibility of the IIE, the Syndicate wrote general liability 
insurance, allied property and auto physical damage coverage in 44 states, 
the District of Columbia, and the U.S. Virgin Islands.  On June 28, 1996, the 
Syndicate formed FMIC as an Illinois property and casualty insurance 
subsidiary with an initial capitalization of  $5 million and a subsequent $15 
million contribution to surplus.  The formation of FMIC, a licensed Illinois 
insurer, provided the Syndicate with an affiliated company in which to 
potentially place coverages offered by the Syndicate and in which to reinsure 
certain of the Syndicate's outstanding liabilities.  Under a loss portfolio 
transfer, on June 28, 1996, the Syndicate transferred approximately $35 
million in loss and loss adjustment expense reserves and corresponding assets 
to FMIC.  In conjunction with the formation of FMIC and the loss portfolio 
transfer, on July 8, 1996, the Syndicate notified the IIE of its intention to 
withdraw from the IIE.  On November 7, 1996, the Syndicate and the IIE 
executed a withdrawal agreement. Subsequent to the Syndicate's withdrawal, 
the Syndicate was merged into FMIC on December 16, 1996. As of March 31, 1997,
FMIC was an admitted carrier only in the state of Illinois.  As a result, FMIC
and Empire Indemnity Insurance Company ("Empire") entered into a quota share 
reinsurance arrangement effective July 18, 1996 whereby Empire writes on a 
direct basis the coverages previously offered by the Syndicate and cedes 
50 percent of such business to FMIC.

    On May 1, 1996, an agreement was entered into between Mercury, All 
Nation, Allstate Insurance Company ("Allstate") and its wholly owned 
subsidiary, Deerbrook Insurance Company ("Deerbrook"), for the assignment of 
All Nation's independent agent contracts to Deerbrook and the ceding of 
associated prospective premium to Allstate on the agency-produced 
non-standard automobile business of All Nation.  The agreement also included a 
three year non-compete clause and various financial guarantees by Mercury.  
Under the agreement, All Nation continues to write agency non-standard 
automobile coverages and cedes 100 percent of the written business to 
Allstate under a quota share reinsurance agreement for a period of up to two 
years, as Deerbrook is taking over the direct writing and servicing 
responsibility from All Nation on a state-by-state basis over the two-year 
period.   In addition, All Nation provides underwriting and administrative 
services for the ceded business on a percentage of premiums basis for an 
initial period of up to 

                                       7

<PAGE>

two years.  The agreements do not include All Nation's direct response 
non-standard automobile business or agency-produced non-standard automobile 
business written prior to May 1, 1996.

RESULTS OF OPERATIONS

    The following table reflects revenues of the Company for the three month 
periods ended March 31, 1997 and 1996:


                                          Quarter ended March 31,
                                    --------------------------------------
                                          1997                  1996
                                    ------------------    ----------------
                                     Amount    Percent    Amount   Percent
                                    -------    -------    ------   -------
                                 (Dollars in thousands)

NET PREMIUMS EARNED:
Specialty commercial lines:
   Security, fire and alarm......... $1,617      70.2%    $2,098      26.6%
   Police...........................     19       0.8        292       3.7
   Public officials.................     93       4.0        186       2.4
   Other............................    369      16.0        307       3.9
Non-standard automobile lines:
   Agency personal auto liability...      0       0.0      3,567      45.2
   Direct personal auto liability...    134       5.8        212       2.7
   Agency personal auto physical
    damage..........................      0       0.0      1,083      13.7
   Direct personal auto physical 
    damage..........................     74       3.2        151       1.8
                                     ------     -----     ------     -----
Total net premiums earned........... $2,306     100.0%    $7,896     100.0%
                                     ------     -----     ------     -----
                                     ------     -----     ------     -----

NET PREMIUMS EARNED

    Net premiums earned for the three months ended March 31, 1997 declined 
70.8% to $2.3 million from $7.9 million for the year earlier period.  The 
Company's specialty commercial lines, security, fire, alarm, police, public 
official and miscellaneous commercial coverages, experienced a decline in net 
premiums earned of 27.2% to $2.1 million for the three months ended March 31, 
1997 as compared to $2.9 million for the three months ended March 31, 1996. 
This decrease occurred principally due to the quota share reinsurance 
arrangement entered into with Empire and the Company's decision to non-renew 
a substantial amount of the police business in the first quarter of 1996.  
Due to the sale of All Nation's independent agent contracts to Deerbrook 
effective May 1, 1996, net premiums earned for private passenger non-standard 
automobile coverages decreased 95.9% in the first quarter of 1997 to $208,000 
from $5.0 million for the three months ended March 31, 1996.  

NET INVESTMENT INCOME AND REALIZED INVESTMENT GAINS (LOSSES)

    Net investment income decreased approximately $242,000 to $1.2 million 
for the three months ended March 31, 1997 as compared to $1.4 million for 
the three months ended March 31, 1996.  

                                       8

<PAGE>

The decrease resulted from a decline in the Company's average invested assets 
due to the reduction in premium revenues at All Nation under the quota share 
reinsurance agreement with Allstate.

    For the three months ended March 31, 1997, the Company realized a net 
gain on the sale of investments of $124,000 versus a net gain of $153,000 for 
the same period in the prior year.

    At March 31, 1997, the unrealized loss on investments available for sale, 
net of tax, was $403,000 in comparison to a $184,000 unrealized gain as of 
December 31, 1996.  The market value of the Company's portfolio has been 
adversely affected by the increase in interest rates during the first quarter 
of 1997.

LOSS AND LOSS ADJUSTMENT EXPENSES 

    Loss and loss adjustment expenses incurred decreased 76.9% to $1.7 
million for the quarter ended March 31, 1997 from $7.5 million for the year 
earlier period.  The loss and loss adjustment expense ratio for private 
passenger automobile coverages decreased to 50.2% for the three months ended 
March 31, 1997 as compared to 103.3% for the three months ended March 31, 
1996.  The decrease resulted primarily from favorable development in the 
runoff of the agent-produced non-standard automobile reserves.  Within the 
specialty commercial lines, the loss and loss adjustment expense ratio 
increased marginally to 77.4% for the three months ended March 31, 1997 
versus 76.7% for the comparable period in the preceding  year.  The increase 
resulted from severity experienced in the Company's commercial multi-peril 
business during the first quarter of 1997.
    
AMORTIZATION OF DEFERRED ACQUISITION COSTS AND OTHER UNDERWRITING EXPENSES,
INTEREST EXPENSE AND MISCELLANEOUS INCOME (EXPENSE)

    Amortization of deferred acquisition costs and other underwriting 
expenses represent the Company's costs to generate premium volume.  For the 
first quarter of 1997, acquisition costs and other underwriting expenses 
declined approximately 48.0% to $1.4 million for the three months ended 
March 31, 1997 as compared to $2.8 million for the same period in the 
preceding year.  The Company's underwriting expense ratio increased to 52.9% 
for the quarter ended March 31, 1997 in comparison to 36.0% for the quarter 
ended March 31, 1996.  The increase in the expense ratio principally occurred 
due to the decline in net premiums written in the first quarter of 1997 in 
comparison to the Company's fixed costs of its insurance operations.

    The Company incurred $278,000 and $299,000 of interest expense related to 
the $10 million senior subordinated notes during the three months ended March 
31, 1997 and 1996, respectively. The decrease in interest expense resulted 
from the Company's repurchase of $775,000 of its own senior subordinated 
notes during 1996.

    The Company realized $270,000 of miscellaneous income in the first quarter
of 1997 as compared to $16,000 in the first quarter of 1996 primarily due to
the recognition of approximately $241,000 of revenue under the non-compete
and service contract agreements with Allstate. No revenue was recognized 
under these agreements in the three months ended March 31, 1996.

FEDERAL INCOME TAXES

    The effective tax rate for the three months ended March 31, 1997 of 35.6% 
differs from the 

                                       9

<PAGE>

federal tax rate of 34% primarily due to non-deductible expenses such as 
officers' life insurance.

NET INCOME (LOSS)

    The Company recognized pre-tax net income of $398,000 for the three 
months ended March 31, 1997 as compared to a pre-tax net loss of $1.1 million 
for the three months ended March 31, 1996.  The 1997 income includes 
approximately $241,000 recognized under the non-compete clause and the 
service contract of the agreement with Allstate.  Excluding these amounts, 
the Company would have recognized pre-tax net income of $157,000.  The 
improvement in results from the first quarter of 1996 in comparison to the 
first quarter of 1997 occurred due to the sale of the Company's unprofitable 
agent-produced non-standard automobile book to Deerbrook.

LIQUIDITY AND CAPITAL RESOURCES

    Mercury is a holding company whose principal assets are its investment in 
the capital stock of FMIC and All Nation.  Generally, Mercury is dependent 
upon the receipt of dividends from FMIC and All Nation to fund any necessary 
cash requirements, including debt service requirements.  FMIC and All Nation 
are restricted by regulation as to the amount of dividends they may pay 
without regulatory approval.  No dividends were paid by FMIC or All Nation 
to Mercury in the first quarter of 1997.   Mercury also anticipates cash 
payments from Deerbrook of $1.2 million in 1997 for the non-compete 
agreement.  In addition, Mercury receives annual payments from its 
subsidiaries when appropriate pursuant to a tax allocation agreement between 
Mercury and its subsidiaries.  The Company believes these amounts are 
sufficient to meet Mercury's current cash flow requirements.

    The Company's subsidiaries' primary sources of cash are from premiums 
collected and amounts earned from the investment of this cash flow.  The 
principal uses of funds are the payment of claims and related expenses, other 
operating expenses and interest expense.  The Company's insurance operations 
utilized cash in operations of $1,606,000 during the three months ended 
March 31, 1997 as compared to cash generated from operations of $631,000 in 
the first quarter of 1996.  The decreased cash flow resulted primarily from a
decline in premium revenues at All Nation under the quota share reinsurance 
agreement with Allstate.

    At March 31, 1997, the insurance subsidiaries maintained cash and cash 
equivalents and short-term investments of $5.0 million to meet short-term 
payment obligations.  In addition, the Company's investment portfolio is 
heavily weighted toward short-term fixed maturities and a portion of the 
portfolio could be liquidated without material adverse financial impact 
should further liquidity be necessary.

    As part of its investment strategy, and as required by debt covenants, 
the Company establishes a level of cash and highly liquid short- and 
intermediate-term securities which, combined with expected cash flow, is 
believed adequate to meet foreseeable payment obligations.  As part of this 
strategy, the Company attempts to maintain an appropriate relationship 
between the average duration of the investment portfolio and the approximate 
duration of its liabilities.  The weighted average maturity of the Company's 
fixed income portfolio as of March 31, 1997 was approximately three years. 

    Under IIE regulations, the Syndicate maintained a $1,000,000 deposit in a 
Guaranty Fund Trust Account prior to its withdrawal from the IIE which required
at least 50 percent of the deposit to be in cash and/or marketable 
securities. Under the terms of the Syndicate's withdrawal agreement with the 
IIE, a $1,000,000 deposit must be maintained in the Guaranty Fund Trust 
Account of the IIE for a period of three years from November 7, 1996.

    The Syndicate's withdrawal agreement also required FMIC to establish a 
trust fund for the payment of claims under insurance policies issued and 
reinsurance agreements entered into by the Syndicate. Investments held in 
trust for payment of Syndicate claims approximated $32.6 million at March 31, 
1997.



                                       10

<PAGE>

                         FIRST MERCURY FINANCIAL CORPORATION
                                           
                             PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    The Company's subsidiaries are subject to routine legal proceedings in 
connection with their property and casualty insurance business. Neither 
Mercury nor any of its subsidiaries are involved in any pending or threatened 
legal proceedings which reasonably could be expected to have a material 
adverse impact on the Company's financial condition or results of operations.

ITEM 2.  CHANGES IN SECURITIES

    Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

    Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    No matters were submitted to a vote of security holders during the first
    quarter of 1997.

ITEM 5.  OTHER INFORMATION

    Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a. EXHIBITS

   Exhibit 27.  Financial Data Schedule

b. REPORTS ON FORM 8-K

    No report on Form 8-K was filed by the Registrant during the quarter ended
    March 31, 1997.

                                       11

<PAGE>


                                    SIGNATURE



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.



         FIRST MERCURY FINANCIAL CORPORATION






Date:  May 14, 1997               By:   /S/   William S. Weaver  
                                        -----------------------------
                                        William S. Weaver
                                        Chief Financial Officer
                                        (Principal Financial Officer
                                        and duly authorized to sign on 
                                        behalf of the Registrant)

                                       12