<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

    
                                  FORM 10-K/A
                                AMENDMENT NO. 2       


                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the fiscal year ended December 31, 1998

                                      OR

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

                        Commission File Number 1-14342
                        ------------------------------
                               NOVA CORPORATION
            (Exact name of registrant as specified in its charter)

                GEORGIA                                58-2209575
        (State or Other Jurisdiction                  (IRS Employer
     of Incorporation of Organization)             Identification No.)

                    ONE CONCOURSE PARKWAY, SUITE 300, 30328
                          ATLANTA, GEORGIA (Zip Code)
                   (Address of Principal Executive Offices)

                                (770) 396-1456
              Registrant's telephone number, including area code
              --------------------------------------------------

     Securities registered pursuant to Section 12(b) of the Act:

        Title of each class                    Name of each exchange on which 
Common Stock, $0.01 par value per share     registered New York Stock Exchange

       Securities registered pursuant to Section 12(g) of the Act: None
       ----------------------------------------------------------------

  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

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

  As of March 29, 1999, the aggregate market value of the common stock of NOVA
held by non-affiliates of the Registrant was approximately $1,516,636,817 based
upon the closing price of $25.750 per share on the New York Stock Exchange on
such date. Non-affiliate ownership is calculated by excluding all shares that
may be deemed to be beneficially owned by executive officers, directors and
other control persons, without conceding that all such persons are "affiliates"
for purposes of the federal securities laws. As of March 29, 1999, there were
72,819,789 shares of the Registrant's common stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

  Certain information contained in the Registrant's Proxy Statement for the 1999
Annual Meeting of Shareholders to be held on May 26, 1999, is incorporated
herein by reference in Part III of this Annual Report on Form 10-K.  Pursuant to
General Instruction G(3) of Form 10-K, the Registrant will file the definitive
Proxy Statement with the Securities and Exchange Commission no later than April
30, 1999.
 

<PAGE>
 
    

                                    PART IV
                                        
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
     
      (a)  DOCUMENTS FILED AS PART OF THIS REPORT

3.   EXHIBITS

     The following exhibits are incorporated by reference or filed herewith:
    
                                       1
<PAGE>
 
EXHIBIT
NUMBER     DESCRIPTION
------     -----------

  2.1      Agreement and Plan of Merger dated as of June 17, 1998, among the
           Registrant, Church Merger Corp. and PMT Services, Inc.(8)

  3.1      Articles of Incorporation of the Registrant, as amended(1)

  3.2      Bylaws of the Registrant, as amended(2)

  4.1      Specimen Common Stock certificate(1)

  4.2      See Articles of Incorporation of the Registrant and Bylaws of the
           Registrant, filed as Exhibits 3.1 and 3.2, respectively
 
  4.6      Registration Rights Agreement, dated as of June 17, 1998, by and
           among the Registrant, Richardson M. Roberts and Gregory S. Daily(8)

  4.7      Registration Rights Agreement dated January 31, 1996, among the
           Registrant (formerly NOVA Holdings, Inc.), Warburg, Pincus 
           Investors, L.P., WorldCom, Inc., and First Union Corporation(1)

 10.1      Shareholders Agreement, incorporated by reference to Exhibit 4.3(1)

 10.2      Shareholder Agreement, incorporated by reference to Exhibit 4.4(8)

 10.3      Shareholder Agreement, incorporated by reference to Exhibit 4.5(8)
      
 10.4      Registration Rights Agreement, incorporated by reference to Exhibit
           4.6(8)
      
 10.5      Registration Rights Agreement, incorporated by reference to Exhibit
           4.7(1)
      
 10.6      PMT Services, Inc. 1997 Nonqualified Stock Option Plan(9)
      
 10.7      PMT Services, Inc. 1994 Non-Employee Director Stock Option Plan(9)
      
 10.8      PMT Services, Inc. 1994 Incentive Stock Plan(9)
      
 10.9      1991 Employees Stock Option and Stock Appreciation Rights Plan as
           amended (1)

10.10      1996 Employees Stock Incentive Plan, as amended by the First
           Amendment (1), the Second Amendment (8) and the Third Amendment (10)
           
10.11      1996 Directors Stock Option Plan, as amended and restated(10)
       
10.12      Contribution Agreement, dated October 30, 1995, among the Registrant
           (formerly NOVA Holdings, Inc.), NOVA Information Systems, Inc., the
           then-current shareholders of NOVA Information Systems, Inc., First
           Union Corporation, the First Union Banks, and First Fidelity
           Bancorporation and its banking subsidiaries(1)
       
10.13      Lease Agreement dated May 31, 1996, by and between NOVA Information
           Systems and Concourse I, LTD.(3)
       
10.14      Sublease, dated April 1, 1991, between Inter-Banc, Inc. and The
           Baptist Health System of East Tennessee, Inc.(1)


<PAGE>
 
 10.15      Credit Agreement, dated October 27, 1997, among NOVA Information
            Systems, the Lenders named therein, First Union National Bank as
            Documentation Agent and Bank of America National Trust and Savings
            Association, as Agent(6)

 10.16      Service Agreement dated July 2, 1998, between NOVA Information
            Systems and WorldCom Technologies, Inc.(11)

 10.17      Processing Services Agreement, dated July 1, 1998, between NOVA
            Information Systems and Vital Processing Services, L.L.C.(11)

*10.18      Marketing Agreement, dated June 30, 1994, between NOVA Information
            Systems and Kessler Financial Services, L.P.(1), and Addendum to
            Marketing Agreement dated July 24, 1997, effective January 1, 1997,
            between NOVA Information Systems and Kessler Financial Services,
            L.P.(6)

*10.19      Agreement Regarding Merchant Processing Services and Other Matters,
            dated May 5, 1995, among NOVA Information Systems, First Alabama
            Bank and Regions Financial Corp.(1)

*10.20      Agreement dated June 3, 1992, as amended December 9, 1992, and
            November 2, 1994, between NOVA Information Systems and Mellon Bank,
            together with the Letter Agreement dated June 3, 1992, between NOVA
            Information Systems and Mellon Bank relating to fees, as amended
            December 10, 1992, and June 10, 1997(1), both as amended by Letter
            Agreement June 10, 1997(6)

 10.21      Depositary and Processing Agreement, dated September 30, 1993,
            between NOVA Information Systems and Bank of the West(1) 10.22
            Merchant Business Purchase Agreement, dated October 18, 1994, as
            amended November 30, 1994, and December 9, 1994, among NOVA
            Information Systems, Inc., the Bank of Boulder, Bolder
            Bancorporation and NOVA Newco, Inc.(1)

 10.23      Marketing Agreement, dated October 1, 1992, between NOVA Information
            Systems and MBNA America Bank, N.A.(1)

 10.24      Agreement Not to Compete, dated October 1, 1992, between NOVA
            Information Systems and MBNA America Bank, N.A.(1)

 10.25      Depositary and Settlement Agreement, dated January 31, 1996, among
            the Registrant (formerly NOVA Holdings, Inc.), NOVA Information
            Systems and FUNB(1)

 10.26      Marketing Support Agreement, dated January 31, 1996, among the
            Registrant (formerly NOVA Holdings, Inc.), NOVA Information Systems
            and the First Union Banks(1)

 10.27      Merchant Asset Purchase Agreement, dated May 29, 1997, between NOVA
            Information Systems and Crestar Bank(4)

 10.28      Agreement Respecting a Limited Liability Company, dated October 7,
            1997, by and among NOVA Information Systems, Firstar Bank U.S.A.,
            N.A. d/b/a Elan Financial Services and Firstar Bank Milwaukee,
            N.A.(5)

*10.29      Agreement Respecting a Limited Liability Company, dated December 12,
            1997, by and among the Registrant, NOVA Information Systems and Key
            Bank National Association(6)

*10.30      Merchant Asset Purchase Agreement, dated December 30, 1997, by and
            between NOVA Information Systems and MBNA American Bank, N.A.(6)

 10.31      Merchant Asset Purchase Agreement, dated October 8, 1998, among the
            Registrant, Core States Bank of Delaware, N.A., First Union National
            Bank and NOVA Information Systems, Inc. (12)

 10.32      Stock Option Agreement dated June 17, 1998, between the Registrant
            (as issuer) and PMT Services, Inc.


<PAGE>
 
 
 10.33     Stock Option Agreement dated June 17, 1998, between PMT Services,
           Inc. (as issuer) and the Registrant

 10.34     Employment Agreement, dated June 17, 1998, by and between Richardson
           M. Roberts and the Registrant(8)

 10.35     Employment Agreement, dated June 17, 1998, by and between Gregory S.
           Daily and the Registrant(8)

 10.36     Employment Agreement, dated July 31, 1998, effective March 1, 1998,
           between the Registrant and Rebecca L. Powell(11)

 10.37     Employment Agreement, dated July 31, 1998, effective March 1, 1998
           between the Registrant and Pamela A. Joseph(11)

 10.38     Employment Agreement, dated July 31, 1998, effective March 31, 1998,
           between the Registrant and John Perry(11)

 10.39     Employment Agreement, dated October 27, 1995, effective January 31,
           1996, between NOVA Information Systems and Edward Grzedzinski(1)

 10.40     Employment Agreement, dated October 27, 1995, effective January 31,
           1996, between NOVA Information Systems and James M. Bahin(1)

   
 10.41**   Severance Agreement, dated December 31, 1998, effective December 31,
           1998, between Gregory S. Daily and the Registrant

 10.42**   Severance Agreement, dated December 31, 1998, effective December 31,
           1998, between Richardson M. Roberts and the Registrant
    

 13.1      Consolidated Financial Statements

 21        Subsidiaries of the Registrant

 23.1      Consent of Ernst & Young LLP.

 23.2      Consent of PricewaterhouseCoopers LLP relating to the audited
           financial statements of PMT Services, Inc.**

 24        Powers of Attorney (included on the signature page of this Annual
           Report on Form 10-K/A, as amended).

 27        Financial Data Schedule
------
*    Confidential treatment pursuant to 17 CFR ((S)(S)) 200.80 and 230.406 has
been requested regarding certain portions of the indicated Exhibit, which
portions have been filed separately with the Commission.

**   Filed herewith.

(1)  Filed as an exhibit to the Company's Registration Statement on Form S-1
     (Registration No. 333-3287), and incorporated herein by reference.

(2)  Filed as an exhibit to the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1996, Commission File No. 1-14342, and
     incorporated herein by reference.

(3)  Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 1996,  Commission File No. 1-14342, and
     incorporated herein by reference.

(4)  Filed as an exhibit to the Company's Current Report on Form 8-K, Commission
     File No. 1-14342, and incorporated herein by reference.


<PAGE>
 
(5)  Filed as an exhibit to the Company's Current Report on Form 8-K, Commission
     File No. 1-14342, and incorporated herein by reference.

(6)  Filed as an exhibit to the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1997, Commission File No. 1-14342, and
     incorporated herein by reference.

(7)  Filed as an exhibit to the Company's Registration Statement on Form S-1
     (Registration No. 333-45997), and incorporated herein by reference.

(8)  Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
     quarter ended June 30, 1998, Commission file No. 1-14342, and incorporated
     herein by reference.

(9)  Filed as an exhibit to the Company's Registration Statement on Form S-8
     (Registration No. 333-64681), and incorporated herein by reference.

(10) Filed as an exhibit to the Company's Registration Statement on Form S-8
     (Registration No. 333-64683), and incorporated herein by reference.

(11) Filed as an exhibit to the Company's Registration Statement on Form S-4
     (Registration No. 333-61867), and incorporated herein by reference.

(12) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
     quarter ended September 30, 1998, Commission file No. 1-14342, and
     incorporated herein by reference.


(B)  REPORTS ON FORM 8-K

     Report on Form 8-K/A filed on December 12, 1998, Commission file number 
     1-14342 in connection with the PMT Merger (financial statements included).

     Report on Form 8-K filed on October 9, 1998, Commission file number 1-14342
     in connection with the PMT Merger.

(C)  INDEX ON EXHIBITS

Exhibit
Number   Description
-------  -----------

10.41**  Severance Agreement, dated December 31, 1998, effective December 31, 
         1998, between Gregory S. Daily and the Registrant 

10.42**  Severance Agreement, dated December 31, 1998, effective December 31, 
         1998, between Richardson M. Roberts and the Registrant 

**  Filed herewith

<PAGE>
 
    
                                  SIGNATURES
                                        
  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, NOVA has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 10th day of May,
1999.

                                      By: /s/ Edward Grzedzinski
                                              ------------------
                                              Edward Grzedzinski
                                              Chairman of the Board,
                                              President and
                                              Chief Executive Officer


  Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Amendment No. 2 to the Annual Report on Form 10-K has been signed
by the following persons on behalf of NOVA and in the capacities indicated on
May 10, 1999.

          Signature                        Title
          ---------                        -----

/s/  Edward Grzedzinski        Director, Chairman of the Board,
     -----------------------   President and Chief Executive
     Edward Grzedzinski        Officer (Principal Executive Officer)


/s/  James M. Bahin            Director, Vice Chairman of the Board,
     -----------------------   Chief Financial Officer and Secretary
     James M. Bahin            (Principal Financial and Accounting Officer)


/s/  Richardson M. Roberts *   Vice Chairman of the Board
     -----------------------
     Richardson M. Roberts

/s/  Gregory S. Daily *        Vice Chairman of the Board
     -----------------------
     Gregory S. Daily

/s/  Charles T. Cannada *      Director
     -----------------------
     Charles T. Cannada

/s/  Stephen D. Kane *         Director
     -----------------------
     Stephen D. Kane

/s/  Dr. Henry Kressel *       Director
     -----------------------
     Dr. Henry Kressel

/s/  George M. Miller, II *    Director
     -----------------------
     George M. Miller, II

/s/  Stephen E. Wall *         Director
     -----------------------
     Stephen E. Wall

* By:   /s/  James M. Bahin
        -------------------
        James M. Bahin, as
        Attorney-in-Fact
    

<PAGE>
 
 
EXHIBIT
NUMBER     DESCRIPTION
------     -----------

  2.1      Agreement and Plan of Merger dated as of June 17, 1998, among the
           Registrant, Church Merger Corp. and PMT Services, Inc.(8)

  3.1      Articles of Incorporation of the Registrant, as amended(1)

  3.2      Bylaws of the Registrant, as amended(2)

  4.1      Specimen Common Stock certificate(1)

  4.2      See Articles of Incorporation of the Registrant and Bylaws of the
           Registrant, filed as Exhibits 3.1 and 3.2, respectively
 
  4.6      Registration Rights Agreement, dated as of June 17, 1998, by and
           among the Registrant, Richardson M. Roberts and Gregory S. Daily(8)

  4.7      Registration Rights Agreement dated January 31, 1996, among the
           Registrant (formerly NOVA Holdings, Inc.), Warburg, Pincus 
           Investors, L.P., WorldCom, Inc., and First Union Corporation(1)

 10.1      Shareholders Agreement, incorporated by reference to Exhibit 4.3(1)

 10.2      Shareholder Agreement, incorporated by reference to Exhibit 4.4(8)

 10.3      Shareholder Agreement, incorporated by reference to Exhibit 4.5(8)
      
 10.4      Registration Rights Agreement, incorporated by reference to Exhibit
           4.6(8)
      
 10.5      Registration Rights Agreement, incorporated by reference to Exhibit
           4.7(1)
      
 10.6      PMT Services, Inc. 1997 Nonqualified Stock Option Plan(9)
      
 10.7      PMT Services, Inc. 1994 Non-Employee Director Stock Option Plan(9)
      
 10.8      PMT Services, Inc. 1994 Incentive Stock Plan(9)
      
 10.9      1991 Employees Stock Option and Stock Appreciation Rights Plan as
           amended (1)

10.10      1996 Employees Stock Incentive Plan, as amended by the First
           Amendment (1), the Second Amendment (8) and the Third Amendment (10)
           
10.11      1996 Directors Stock Option Plan, as amended and restated(10)
       
10.12      Contribution Agreement, dated October 30, 1995, among the Registrant
           (formerly NOVA Holdings, Inc.), NOVA Information Systems, Inc., the
           then-current shareholders of NOVA Information Systems, Inc., First
           Union Corporation, the First Union Banks, and First Fidelity
           Bancorporation and its banking subsidiaries(1)
       
10.13      Lease Agreement dated May 31, 1996, by and between NOVA Information
           Systems and Concourse I, LTD.(3)
       
10.14      Sublease, dated April 1, 1991, between Inter-Banc, Inc. and The
           Baptist Health System of East Tennessee, Inc.(1)



<PAGE>
 
 
 10.15      Credit Agreement, dated October 27, 1997, among NOVA Information
            Systems, the Lenders named therein, First Union National Bank as
            Documentation Agent and Bank of America National Trust and Savings
            Association, as Agent(6)

 10.16      Service Agreement dated July 2, 1998, between NOVA Information
            Systems and WorldCom Technologies, Inc.(11)

 10.17      Processing Services Agreement, dated July 1, 1998, between NOVA
            Information Systems and Vital Processing Services, L.L.C.(11)

*10.18      Marketing Agreement, dated June 30, 1994, between NOVA Information
            Systems and Kessler Financial Services, L.P.(1), and Addendum to
            Marketing Agreement dated July 24, 1997, effective January 1, 1997,
            between NOVA Information Systems and Kessler Financial Services,
            L.P.(6)

*10.19      Agreement Regarding Merchant Processing Services and Other Matters,
            dated May 5, 1995, among NOVA Information Systems, First Alabama
            Bank and Regions Financial Corp.(1)

*10.20      Agreement dated June 3, 1992, as amended December 9, 1992, and
            November 2, 1994, between NOVA Information Systems and Mellon Bank,
            together with the Letter Agreement dated June 3, 1992, between NOVA
            Information Systems and Mellon Bank relating to fees, as amended
            December 10, 1992, and June 10, 1997(1), both as amended by Letter
            Agreement June 10, 1997(6)

 10.21      Depositary and Processing Agreement, dated September 30, 1993,
            between NOVA Information Systems and Bank of the West(1) 10.22
            Merchant Business Purchase Agreement, dated October 18, 1994, as
            amended November 30, 1994, and December 9, 1994, among NOVA
            Information Systems, Inc., the Bank of Boulder, Bolder
            Bancorporation and NOVA Newco, Inc.(1)

 10.23      Marketing Agreement, dated October 1, 1992, between NOVA Information
            Systems and MBNA America Bank, N.A.(1)

 10.24      Agreement Not to Compete, dated October 1, 1992, between NOVA
            Information Systems and MBNA America Bank, N.A.(1)

 10.25      Depositary and Settlement Agreement, dated January 31, 1996, among
            the Registrant (formerly NOVA Holdings, Inc.), NOVA Information
            Systems and FUNB(1)

 10.26      Marketing Support Agreement, dated January 31, 1996, among the
            Registrant (formerly NOVA Holdings, Inc.), NOVA Information Systems
            and the First Union Banks(1)

 10.27      Merchant Asset Purchase Agreement, dated May 29, 1997, between NOVA
            Information Systems and Crestar Bank(4)

 10.28      Agreement Respecting a Limited Liability Company, dated October 7,
            1997, by and among NOVA Information Systems, Firstar Bank U.S.A.,
            N.A. d/b/a Elan Financial Services and Firstar Bank Milwaukee,
            N.A.(5)

*10.29      Agreement Respecting a Limited Liability Company, dated December 12,
            1997, by and among the Registrant, NOVA Information Systems and Key
            Bank National Association(6)

*10.30      Merchant Asset Purchase Agreement, dated December 30, 1997, by and
            between NOVA Information Systems and MBNA American Bank, N.A.(6)

 10.31      Merchant Asset Purchase Agreement, dated October 8, 1998, among the
            Registrant, Core States Bank of Delaware, N.A., First Union National
            Bank and NOVA Information Systems, Inc. (12)

 10.32      Stock Option Agreement dated June 17, 1998, between the Registrant
            (as issuer) and PMT Services, Inc.



<PAGE>
 
 
 
 10.33     Stock Option Agreement dated June 17, 1998, between PMT Services,
           Inc. (as issuer) and the Registrant

 10.34     Employment Agreement, dated June 17, 1998, by and between Richardson
           M. Roberts and the Registrant(8)

 10.35     Employment Agreement, dated June 17, 1998, by and between Gregory S.
           Daily and the Registrant(8)

 10.36     Employment Agreement, dated July 31, 1998, effective March 1, 1998,
           between the Registrant and Rebecca L. Powell(11)

 10.37     Employment Agreement, dated July 31, 1998, effective March 1, 1998
           between the Registrant and Pamela A. Joseph(11)

 10.38     Employment Agreement, dated July 31, 1998, effective March 31, 1998,
           between the Registrant and John Perry(11)

 10.39     Employment Agreement, dated October 27, 1995, effective January 31,
           1996, between NOVA Information Systems and Edward Grzedzinski(1)

 10.40     Employment Agreement, dated October 27, 1995, effective January 31,
           1996, between NOVA Information Systems and James M. Bahin(1)

   
 10.41**   Severance Agreement, dated December 31, 1998, effective December 31,
           1998, between Gregory S. Daily and the Registrant

 10.42**   Severance Agreement, dated December 31, 1998, effective December 31,
           1998, between Richardson M. Roberts and the Registrant
    

 13.1      Consolidated Financial Statements

 21        Subsidiaries of the Registrant

 23.1      Consent of Ernst & Young LLP.

 23.2      Consent of PricewaterhouseCoopers LLP relating to the audited
           financial statements of PMT Services, Inc.**

 24        Powers of Attorney (included on the signature page of this Annual
           Report on Form 10-K/A, as amended).

 27        Financial Data Schedule
------
*    Confidential treatment pursuant to 17 CFR ((S)(S)) 200.80 and 230.406 has
been requested regarding certain portions of the indicated Exhibit, which
portions have been filed separately with the Commission.

**   Filed herewith.

(1)  Filed as an exhibit to the Company's Registration Statement on Form S-1
     (Registration No. 333-3287), and incorporated herein by reference.

(2)  Filed as an exhibit to the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1996, Commission File No. 1-14342, and
     incorporated herein by reference.

(3)  Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 1996,  Commission File No. 1-14342, and
     incorporated herein by reference.

(4)  Filed as an exhibit to the Company's Current Report on Form 8-K, Commission
     File No. 1-14342, and incorporated herein by reference.



<PAGE>
 
 
(5)  Filed as an exhibit to the Company's Current Report on Form 8-K, Commission
     File No. 1-14342, and incorporated herein by reference.

(6)  Filed as an exhibit to the Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1997, Commission File No. 1-14342, and
     incorporated herein by reference.

(7)  Filed as an exhibit to the Company's Registration Statement on Form S-1
     (Registration No. 333-45997), and incorporated herein by reference.

(8)  Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
     quarter ended June 30, 1998, Commission file No. 1-14342, and incorporated
     herein by reference.

(9)  Filed as an exhibit to the Company's Registration Statement on Form S-8
     (Registration No. 333-64681), and incorporated herein by reference.

(10) Filed as an exhibit to the Company's Registration Statement on Form S-8
     (Registration No. 333-64683), and incorporated herein by reference.

(11) Filed as an exhibit to the Company's Registration Statement on Form S-4
     (Registration No. 333-61867), and incorporated herein by reference.

(12) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
     quarter ended September 30, 1998, Commission file No. 1-14342, and
     incorporated herein by reference.


(B)  REPORTS ON FORM 8-K

     Report on Form 8-K/A filed on December 12, 1998, Commission file number 
     1-14342 in connection with the PMT Merger (financial statements included).

     Report on Form 8-K filed on October 9, 1998, Commission file number 1-14342
     in connection with the PMT Merger.

(C)  INDEX ON EXHIBITS

Exhibit
Number   Description
-------  -----------

10.41**  Severance Agreement, dated December 31, 1998, effective December 31, 
         1998, between Gregory S. Daily and the Registrant 

10.42**  Severance Agreement, dated December 31, 1998, effective December 31, 
         1998, between Richardson M. Roberts and the Registrant 

**  Filed herewith