##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2005
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission file number 000-23277
 CITIZENS BANCORP/OR
  Oregon
(State of Incorporation)
    
    91-1841688
(I.R.S. Employer Identification Number)
 
 
 þ o
 o þ
 o þ




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PageReferencePART I. FINANCIAL INFORMATIONITEM 1.  FINANCIAL STATEMENTS  UNAUDITEDCondensed Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004
    
    1Condensed Consolidated Statements of Income for the three months and the nine months ended September 30, 2005 and 2004
    
    2Condensed Consolidated Statements of Changes in Shareholders Equity for the nine months ended September 30, 2005 and 2004
    
    3Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004
    
    4Notes to Consolidated Financial Statements
    
    5  7ITEM 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    8 - 13ITEM 3.  Quantitative and Qualitative Disclosure about Market Risk
    
    13ITEM 4.  Controls and Procedures
    
    13PART II.  OTHER INFORMATIONITEM 1.  Legal Proceedings
    
    14ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds
    
    14ITEM 3.  Defaults Upon Senior Securities
    
    14ITEM 4.  Submission of Matters to a Vote of Security Holders
    
    14ITEM 5.  Other Information
    
    14ITEM 6.  Exhibits
    
    14SIGNATURES
    
    15EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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##### Table of Contents



PART I FINANCIAL INFORMATION
 
 ITEM 1
  
    September 30, 2005
    

    December 31, 2004AssetsCash and due from banks
    
    $
    21,151
    
    
    
    $
    13,562Interest bearing deposits in banks
    
    
    1,870
    
    
    
    
    6,993Federal funds sold
    
    
    385
    
    
    
    
    5,787Securities available for sale
    
    
    59,981
    
    
    
    
    70,947Securities held to maturity
    
    
    8,456
    
    
    
    
    9,956Federal Home Loan Bank stock
    
    
    1,005
    
    
    
    
    625Loans held for sale
    
    
    591
    
    
    
    
    Loans, net
    
    
    238,671
    
    
    
    
    210,951Premises and equipment
    
    
    7,431
    
    
    
    
    7,604Accrued interest receivable
    
    
    2,264
    
    
    
    
    1,821Cash surrender value of life insurance
    
    
    4,218
    
    
    
    
    4,101Other assets
    
    
    2,829
    
    
    
    
    2,241Total assets
    
    $
    348,852
    
    
    
    $
    334,588Liabilities and Shareholders EquityLiabilitiesDeposits:Demand, non-interest bearing
    
    $
    64,809
    
    
    
    $
    51,801Savings and interest bearing demand
    
    
    160,239
    
    
    
    
    142,909Time
    
    
    38,693
    
    
    
    
    40,772Total deposits
    
    
    263,741
    
    
    
    
    235,482Repurchase agreements
    
    
    33,971
    
    
    
    
    55,446Other borrowings
    
    
    6,743
    
    
    
    
    1,713Accrued interest payable
    
    
    51
    
    
    
    
    34Other liabilities
    
    
    1,194
    
    
    
    
    3,512Total liabilities
    
    
    305,700
    
    
    
    
    296,187Shareholders EquityCommon stock (no par value); authorized 10,000,000 shares;
Issued and outstanding: 2005  4,665,598 shares;
2004  4,620,250 shares;
    
    
    28,867
    
    
    
    
    28,163Retained earnings
    
    
    14,596
    
    
    
    
    10,612Accumulated other comprehensive (loss)
    
    
    (311
    )
    
    
    
    (374
    )Total shareholders equity
    
    
    43,152
    
    
    
    
    38,401Total liabilities and shareholders equity
    
    $
    348,852
    
    
    
    $
    334,588
  1




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##### Table of Contents



Nine Months Ended
    
    Three Months EndedSeptember 30,
    
    September 30,2005
    
    2004
    
    2005
    
    2004Interest Income:Loans
    
    $
    12,004
    
    
    $
    9,775
    
    
    $
    4,253
    
    
    $
    3,333Interest bearing deposits
    
    
    41
    
    
    
    99
    
    
    
    9
    
    
    
    47Securities available for sale
    
    
    1,201
    
    
    
    1,224
    
    
    
    389
    
    
    
    429Securities held to maturity
    
    
    272
    
    
    
    314
    
    
    
    85
    
    
    
    104Other interest income
    
    
    16
    
    
    
    42
    
    
    
    1
    
    
    
    4Total interest income
    
    
    13,534
    
    
    
    11,454
    
    
    
    4,737
    
    
    
    3,917Interest Expense:Deposits
    
    
    1,369
    
    
    
    718
    
    
    
    579
    
    
    
    238Borrowed funds
    
    
    150
    
    
    
    6
    
    
    
    91
    
    
    
    3Repurchase agreements
    
    
    608
    
    
    
    449
    
    
    
    154
    
    
    
    164Total interest expense
    
    
    2,127
    
    
    
    1,173
    
    
    
    824
    
    
    
    405Net Interest Income
    
    
    11,407
    
    
    
    10,281
    
    
    
    3,913
    
    
    
    3,512Provision for credit losses
    
    
    108
    
    
    
    109
    
    
    
    41
    
    
    
    32Net interest income after provision for credit losses
    
    
    11,299
    
    
    
    10,172
    
    
    
    3,872
    
    
    
    3,480Non-interest Income:Service charges on deposit accounts
    
    
    1,088
    
    
    
    1,312
    
    
    
    368
    
    
    
    434Gain on sales of investments available for sale
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    8Net gain on sale of branch
    
    
    
    
    
    
    291
    
    
    
    
    
    
    
    291Gain on sale of assets
    
    
    92
    
    
    
    
    
    
    
    
    
    
    
    Merchant bankcard
    
    
    1,296
    
    
    
    1,095
    
    
    
    455
    
    
    
    387Other
    
    
    658
    
    
    
    739
    
    
    
    232
    
    
    
    239Total non-interest income
    
    
    3,134
    
    
    
    3,461
    
    
    
    1,055
    
    
    
    1,359Non-interest Expense:Salaries and employee benefits
    
    
    4,883
    
    
    
    4,765
    
    
    
    1,627
    
    
    
    1,563Occupancy and equipment
    
    
    927
    
    
    
    975
    
    
    
    306
    
    
    
    317Merchant bankcard
    
    
    1,109
    
    
    
    931
    
    
    
    402
    
    
    
    339Loss on sale of other real estate owned
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    50Other
    
    
    1,514
    
    
    
    1,554
    
    
    
    515
    
    
    
    520Total non-interest expense
    
    
    8,433
    
    
    
    8,275
    
    
    
    2,850
    
    
    
    2,789Income before income taxes
    
    
    6,000
    
    
    
    5,358
    
    
    
    2,077
    
    
    
    2,050Income taxes
    
    
    2,016
    
    
    
    1,928
    
    
    
    701
    
    
    
    738Net income
    
    $
    3,984
    
    
    $
    3,430
    
    
    $
    1,376
    
    
    $
    1,312Comprehensive income
    
    $
    4,047
    
    
    $
    3,182
    
    
    $
    1,400
    
    
    $
    1,491Per share data:Basic earnings per share
    
    $
    0.86
    
    
    $
    0.74
    
    
    $
    0.30
    
    
    $
    0.28Diluted earnings per share
    
    $
    0.85
    
    
    $
    0.74
    
    
    $
    0.29
    
    
    $
    0.28Weighted average number of commonShares outstanding:Basic
    
    
    4,659,303
    
    
    
    4,615,819
    
    
    
    4,663,772
    
    
    
    4,619,411Diluted
    
    
    4,695,896
    
    
    
    4,653,187
    
    
    
    4,705,640
    
    
    
    4,654,234Return on Average Assets
    
    
    1.59
    %
    
    
    1.38
    %
    
    
    1.60
    %
    
    
    1.55
    %Return on Average Equity
    
    
    12.94
    %
    
    
    11.95
    %
    
    
    13.04
    %
    
    
    13.37
    %
  2




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##### Table of Contents



Nine Months Ended September 30, 2005 and 2004Number of
    
    
    
    
    
    
    
    
    
    AccumulatedCommon
    
    Common
    
    
    
    
    
    OtherShares
    
    Stock
    
    Retained
    
    ComprehensiveOutstanding
    
    Amount
    
    Earnings
    
    Income (Loss)
    
    TotalBalance, at December 31, 2003
    
    
    4,554,242
    
    
    $
    27,155
    
    
    $
    8,385
    
    
    $
    77
    
    
    $
    35,617COMPREHENSIVE INCOME:Net Income
    
    
    
    
    
    
    
    
    
    
    3,430
    
    
    
    
    
    
    
    3,430Other comprehensive income, net of tax:Unrealized gain on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (248
    )
    
    
    (248
    )Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,182Issuance of common stock
    
    
    61,727
    
    
    
    958
    
    
    
    
    
    
    
    
    
    
    
    958Stock grants
    
    
    135
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Stock options exercised
    
    
    3,329
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    37Balance, at September 30, 2004
    
    
    4,619,433
    
    
    $
    28,152
    
    
    $
    11,815
    
    
    $
    (171
    )
    
    $
    3,796Balance, at December 31, 2004
    
    
    4,620,250
    
    
    $
    28,163
    
    
    $
    10,612
    
    
    $
    (374
    )
    
    $
    38,401COMPREHENSIVE INCOME:Net Income
    
    
    
    
    
    
    
    
    
    
    3,984
    
    
    
    
    
    
    
    3,984Other comprehensive income, net of tax:Unrealized loss on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    63Comprehensive Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,047Issuance of common stock
    
    
    31,614
    
    
    
    549
    
    
    
    
    
    
    
    
    
    
    
    549Stock grants
    
    
    75
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Stock options exercised
    
    
    13,659
    
    
    
    149
    
    
    
    
    
    
    
    
    
    
    
    149Income tax benefit from stock options
exercised
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5Balance, at September 30, 2005
    
    
    4,665,598
    
    
    $
    28,867
    
    
    $
    14,596
    
    
    $
    (311
    )
    
    $
    43,152
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##### Table of Contents



Nine Months EndedSeptember 30,2005
    
    
    2004Cash Flows from Operating ActivitiesNet income
    
    $
    3,984
    
    
    $
    3,430Adjustments
to reconcile net income to net Cash provided by operating activities:Provision for credit losses
    
    
    108
    
    
    
    109Depreciation and amortization
    
    
    507
    
    
    
    410Origination of loans held for sale
    
    
    (591
    )
    
    
    Loss on sale of other real estate owned
    
    
    
    
    
    
    50Net gain on sale of branch
    
    
    
    
    
    
    (291
    )Gains on sales of assets and securities available for sale
    
    
    (92
    )
    
    
    (24
    )Stock dividends received
    
    
    (2
    )
    
    
    (13
    )Increase in accrued interest receivable
    
    
    (443
    )
    
    
    (529
    )(Increase) decrease in accrued interest payable
    
    
    17
    
    
    
    (12
    )Other
    
    
    (898
    )
    
    
    369Net cash provided by operating activities
    
    
    2,590
    
    
    
    3,499Cash Flows from Investing ActivitiesNet (increase) decrease in interest bearing deposits in banks
    
    
    5,123
    
    
    
    (2,022
    )Net decrease in federal funds sold
    
    
    5,402
    
    
    
    Proceeds from maturities of available for sale securities
    
    
    15,976
    
    
    
    27,200Proceeds from sales of available for sale securities
    
    
    14
    
    
    
    30,847Proceeds from maturities of securities held to maturity
    
    
    1,510
    
    
    
    935Purchases of securities available for sale
    
    
    (5,431
    )
    
    
    (64,738
    )Purchases of securities held to maturity
    
    
    
    
    
    
    (222
    )Increase in loans made to customers, net of principal collections
    
    
    (27,855
    )
    
    
    (11,271
    )Proceeds from sale of other real estate owned
    
    
    0
    
    
    
    394Purchases of premises and equipment and other
    
    
    (299
    )
    
    
    (666
    )Proceeds from sale of premises and equipment
    
    
    172
    
    
    
    0Net cash used in investing activities
    
    
    (5,388
    )
    
    
    (19,543
    )Cash Flows from Financing ActivitiesNet increase (decrease) in deposits
    
    
    28,259
    
    
    
    (138
    )Net decrease in repurchase agreements and other borrowings
    
    
    (16,445
    )
    
    
    (1,507
    )Payment of dividends, net of dividends reinvested
    
    
    (1,576
    )
    
    
    (1,135
    )Exercised stock options
    
    
    149
    
    
    
    37Net cash (used in) provided by financing activities
    
    
    10,387
    
    
    
    (2,467
    )Net (decrease) increase in cash and due from banks
    
    $
    7,589
    
    
    $
    (18,511
    )Cash and Due from BanksBeginning of period
    
    
    13,562
    
    
    
    30,799End of period
    
    $
    21,151
    
    
    $
    12,288Supplemental Disclosure of Cash Flow InformationInterest paid
    
    $
    2,110
    
    
    $
    1,185Income taxes paid
    
    
    2,135
    
    
    
    1,885Supplemental Schedule of Non-cash Investing and Financing ActivitiesFair value adjustment of securities available for sale, net of tax
    
    
    63
    
    
    
    (248
    )Issuance of common stock through dividend reinvestment plan
    
    
    549
    
    
    
    958
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##### Table of Contents



Dollars in thousands, except for per share
    
    Net Income
    
    Shares
    
    Per Shareamounts
    
    (Numerator)
    
    (Denominator)
    
    AmountNine months ended September 30, 2005Basic earnings per share:Net Income
    
    $
    3,984
    
    
    
    4,659,303
    
    
    $
    0.86Effect of dilutive securities:Options
    
    
    
    
    
    
    36,593
    
    
    $
    0.01Diluted earnings per share:Net Income
    
    $
    3,984
    
    
    
    4,695,896
    
    
    $
    0.85Nine months ended September 30, 2004Basic earnings per share:Net Income
    
    $
    3,430
    
    
    
    4,615,819
    
    
    $
    0.74Effect of dilutive securities:Options
    
    
    
    
    
    
    37,368
    
    
    
    -0-Diluted earnings per share:Net Income
    
    $
    3,430
    
    
    
    4,653,187
    
    
    $
    0.74
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##### Table of Contents



Dollars in thousands, except for per share
    
    Net Income
    
    Shares
    
    Per Shareamounts
    
    (Numerator)
    
    (Denominator)
    
    AmountThree months ended September 30, 2005Basic earnings per share:Net Income
    
    $
    1,376
    
    
    
    4,663,772
    
    
    $
    0.30Effect of dilutive securities:Options
    
    
    
    
    
    
    41,868
    
    
    $
    0.01Diluted earnings per share:Net Income
    
    $
    1,376
    
    
    
    4,705,640
    
    
    $
    0.29Three months ended September 30, 2004Basic earnings per share:Net Income
    
    $
    1,312
    
    
    
    4,619,411
    
    
    $
    0.28Effect of dilutive securities:Options
    
    
    
    
    
    
    34,823
    
    
    
    -0-Diluted earnings per share:Net Income
    
    $
    1,312
    
    
    
    4,654,234
    
    
    $
    0.28
  Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation
 Nine Months EndedSeptember 30,(Dollars in thousands, except per share amounts)
    
    2005
    
    2004Net income, as reported
    
    $
    3,984
    
    
    $
    3,430Less total stock-based compensation expense determined
under fair value method for all qualifying awards
    
    
    (97
    )
    
    
    (125
    )Pro forma net income
    
    $
    3,887
    
    
    $
    3,305Earnings per share:Basic:As reported
    
    $
    0.86
    
    
    $
    0.74Pro forma
    
    $
    0.83
    
    
    $
    0.72Diluted:As reported
    
    $
    0.85
    
    
    $
    0.74Pro forma
    
    $
    0.83
    
    
    $
    0.71
 Three Months EndedSeptember 30,(Dollars in thousands, except per share amounts)
    
    2005
    
    2004Net income, as reported
    
    $
    1,376
    
    
    $
    1,312Less total stock-based compensation expense determined
Under fair value method for all qualifying awards
    
    
    (32
    )
    
    
    (42
    )Pro forma net income
    
    $
    1,344
    
    
    $
    1,270Earnings per share:Basic:As reported
    
    $
    0.30
    
    
    $
    0.28Pro forma
    
    $
    0.29
    
    
    $
    0.28Diluted:As reported
    
    $
    0.29
    
    
    $
    0.28Pro forma
    
    $
    0.29
    
    
    $
    0.27
 6




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##### Table of Contents



Share-Based
Payment
  7




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##### Table of Contents



ITEM 2
 
   .
         8




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##### Table of Contents



September 30, 2005
    
    December 31, 2004
    
    September 30, 2004Commercial
    
    $
    21,258
    
    
    
    8.8
    %
    
    $
    21,141
    
    
    
    9.9
    %
    
    $
    20,657
    
    
    
    10.3
    %Agriculture
    
    
    25,045
    
    
    
    10.4
    %
    
    
    19,508
    
    
    
    9.1
    %
    
    
    21,504
    
    
    
    10.8
    %Real EstateConstruction
    
    
    6,889
    
    
    
    2.8
    %
    
    
    8,200
    
    
    
    3.8
    %
    
    
    5,368
    
    
    
    2.7
    %1-4 Family
    
    
    22,440
    
    
    
    9.3
    %
    
    
    22,916
    
    
    
    10.7
    %
    
    
    22,534
    
    
    
    11.3
    %Multi-family
    
    
    24,943
    
    
    
    10.3
    %
    
    
    22,791
    
    
    
    10.6
    %
    
    
    13,500
    
    
    
    6.8
    %Commercial
    
    
    121,341
    
    
    
    50.2
    %
    
    
    102,623
    
    
    
    47.9
    %
    
    
    99,254
    
    
    
    49.8
    %Farmland
    
    
    16,031
    
    
    
    6.6
    %
    
    
    13,449
    
    
    
    6.3
    %
    
    
    13,720
    
    
    
    6.9
    %Consumer Loans
    
    
    3,958
    
    
    
    1.6
    %
    
    
    3,552
    
    
    
    1.7
    %
    
    
    2,932
    
    
    
    1.4
    %241,905
    
    
    
    100
    %
    
    
    214,180
    
    
    
    100
    %
    
    
    199,469
    
    
    
    100
    %Less: net deferred loan fees
    
    
    (447
    )
    
    
    
    
    
    
    (439
    )
    
    
    
    
    
    
    (447
    )Total Loans
    
    
    241,458
    
    
    
    
    
    
    
    213,741
    
    
    
    
    
    
    
    199,022Less: allowance for credit losses
    
    
    (2,787
    )
    
    
    
    
    
    
    (2,790
    )
    
    
    
    
    
    
    (2,802
    )Net Loans
    
    $
    238,671
    
    
    
    
    
    
    $
    210,951
    
    
    
    
    
    
    $
    196,220
  2005
    
    
    2004Balance at beginning of period
    
    $
    2,790
    
    
    $
    2,765Provision charged to operations
    
    
    108
    
    
    
    109Loans recovered
    
    
    6
    
    
    
    0Loans charged off
    
    
    (117
    )
    
    
    (72
    )Balance at end of period
    
    $
    2,787
    
    
    $
    2,802
  9




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##### Table of Contents



Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    UnrealizedSeptember 30, 2005
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueAvailable for SaleU.S. Government and Agency Securities
    
    $
    60,490
    
    
    $
    
    
    
    $
    (509
    )
    
    $
    59,981Held to MaturityState and Municipal Securities
    
    $
    8,456
    
    
    $
    209
    
    
    $
    (7
    )
    
    $
    8,658
 Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    UnrealizedSeptember 31, 2004
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueAvailable for SaleU.S. Government and Agency Securities
    
    $
    71,560
    
    
    $
    
    
    
    $
    (613
    )
    
    $
    70,947Held to MaturityState and Municipal Securities
    
    $
    9,956
    
    
    $
    357
    
    
    $
    (10
    )
    
    $
    10,303
    
    
    $7.6 million increase in cash and due from banks or 56.0%
    
    $5.1 million decrease in interest bearing deposits in banks or (73.3%)
    
    $11.0 million decrease in securities available for sale or (15.5%)
    
    $27.7 million increase in net loans or 13.1%
    
    $5.4 million decrease in federal funds sold or (93.4%)
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##### Table of Contents




    
    $13.0 million increase in demand deposits or 25.1%
    
    $17.3 million increase in savings and interest bearing demand or 12.1%
    
    $2.1 million decrease in time certificates of deposits or (5.1%)
    
    $21.5 million decrease in repurchase agreements or (38.7%)
    
    $2.3 million decrease in other liabilities or (66.0%), due to the payment of the cash dividend to shareholders
    
    $5.0 million increase in other borrowings or 293.6%
          11
    Table of Contents                12
    Table of Contents      September 30, 2005
    
    December 31, 2004Adequately
    
    
    
    
    
    
    
    
    
    AdequatelyCapitalized
    
    Well Capitalized
    
    
    
    
    
    Capitalized
    
    Well CapitalizedRatio
    
    Standards
    
    Standards
    
    Ratio
    
    Standards
    
    StandardsTier 1 Leverage CapitalConsolidated
    
    
    12.67
    %
    
    
    4
    %
    
    
    N/A
    
    
    
    11.58
    %
    
    
    4
    %
    
    
    N/ACitizens Bank
    
    
    12.78
    %
    
    
    4
    %
    
    
    5%
    
    
    
    11.69
    %
    
    
    4
    %
    
    
    5%Tier 1 Risk Based CapitalConsolidated
    
    
    15.45
    %
    
    
    4
    %
    
    
    N/A
    
    
    
    15.29
    %
    
    
    4
    %
    
    
    N/ACitizens Bank
    
    
    15.42
    %
    
    
    4
    %
    
    
    6%
    
    
    
    15.25
    %
    
    
    4
    %
    
    
    6%Total Risk Based CapitalConsolidated
    
    
    16.44
    %
    
    
    8
    %
    
    
    N/A
    
    
    
    16.39
    %
    
    
    8
    %
    
    
    N/ACitizens Bank
    
    
    16.41
    %
    
    
    8
    %
    
    
    10%
    
    
    
    16.35
    %
    
    
    8
    %
    
    
    10%
 
      
  a)
    
    Evaluation of Disclosure Controls and Procedures:An evaluation of the Companys disclosure
controls and procedures (as defined in Section 13(a)-15(e) and 15d-15(e)) of the Securities
Exchange Act of 1934 was carried out under the supervision and with the participation of the
Companys Chief Executive Officer, Chief Financial Officer and several other members of the
Companys senior management as of the end of the period covered by this quarterly report. The
Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures as currently in effect are effective in ensuring that the
information required to be disclosed by the Company in the reports it files or submits under
the Act is (1) accumulated and communicated to the Companys management (including the Chief
Executive Officer and Chief Financial Officer) in a timely manner, and (2) recorded,
processed, summarized and reported within the time periods specified in the SECs rules and
forms.
 b)
    
    Changes in Internal Controls:There were no significant changes in the Companys internal
controls or in other factors that could significantly affect the Companys internal controls
subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in
such controls requiring corrective actions. As a result, no corrective actions were taken.
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##### Table of Contents



PART II. OTHER INFORMATION
 
   
  
 
   
   
   
   31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302
of the Sarbanes Oxley Act of 2002.32.1
    
    Chief Executive Officer certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.32.2
    
    Chief Financial Officer certification pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
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##### Table of Contents



Date: November 2, 2005
    
    
    
    /s/ William V. HumphreysBy:
    
    William V. HumphreysPresident andChief Executive OfficerDate: November 2, 2005
    
    
    
    /s/ Lark E. WyshamBy:
    
    Lark E. WyshamExecutive Vice President andChief Financial Officer
 15