##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2009
 0-20159
(Commission File Number)
 CROGHAN BANCSHARES, INC.
 
  Ohio
    
    31-1073048(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 323 Croghan Street, Fremont, Ohio
    
    43420(Address of principal executive offices)
    
    (Zip Code)
 
 þ o
 o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company þ o þ




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##### 



Page(s)PART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
    
    
    3 - 14Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15 - 20Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4T.
    
    Controls and Procedures
    
    
    21PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    22Item 1A.
    
    Risk Factors
    
    
    22Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3.
    
    Defaults Upon Senior Securities
    
    
    24Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    24Item 5.
    
    Other Information
    
    
    24Item 6.
    
    Exhibits
    
    
    24Signatures
    
    
    
    
    25EX-31.1EX-31.2EX-32
  2




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September 30
    
    
    December 312009
    
    
    2008(Dollars in thousands, except par value)ASSETSCASH AND CASH EQUIVALENTSCash and due from banks
    
    $
    10,602
    
    
    $
    10,100Interest-bearing deposits in other banks
    
    
    3,190
    
    
    
    32Total cash and cash equivalents
    
    
    13,792
    
    
    
    10,132SECURITIESAvailable-for-sale, at fair value
    
    
    90,931
    
    
    
    68,748Held-to-maturity, at amortized cost, fair value of $532 in 2009 and $512 in 2008
    
    
    502
    
    
    
    504Restricted stock
    
    
    3,729
    
    
    
    3,729Total securities
    
    
    95,162
    
    
    
    72,981LOANS
    
    
    330,061
    
    
    
    349,433Less: Allowance for loan losses
    
    
    4,636
    
    
    
    3,287Net loans
    
    
    325,425
    
    
    
    346,146Premises and equipment, net
    
    
    7,086
    
    
    
    7,181Cash surrender value of life insurance
    
    
    10,841
    
    
    
    10,601Goodwill
    
    
    10,430
    
    
    
    10,430Core deposit intangible asset, net
    
    
    187
    
    
    
    230Accrued interest receivable
    
    
    1,975
    
    
    
    1,874Other assets
    
    
    1,300
    
    
    
    901TOTAL ASSETS
    
    $
    466,198
    
    
    $
    460,476LIABILITIES AND STOCKHOLDERS EQUITYLIABILITIESDeposits:Demand, non-interest bearing
    
    $
    51,686
    
    
    $
    49,820Savings, NOW, and Money Market deposits
    
    
    145,270
    
    
    
    143,922Time
    
    
    156,861
    
    
    
    151,335Total deposits
    
    
    353,817
    
    
    
    345,077Federal funds purchased and securities sold under repurchase agreements
    
    
    14,434
    
    
    
    17,351Federal Home Loan Bank borrowings
    
    
    37,500
    
    
    
    39,500Dividends payable
    
    
    550
    
    
    
    551Other liabilities
    
    
    3,227
    
    
    
    3,178Total liabilities
    
    
    409,528
    
    
    
    405,657STOCKHOLDERS EQUITYCommon stock, $12.50 par value. Authorized 6,000,000 shares;
issued 1,914,109 shares
    
    
    23,926
    
    
    
    23,926Surplus
    
    
    179
    
    
    
    179Retained earnings
    
    
    37,744
    
    
    
    37,281Accumulated other comprehensive income
    
    
    1,872
    
    
    
    471Treasury stock, 193,779 shares in 2009 and 193,251 shares in 2008, at cost
    
    
    (7,051
    )
    
    
    (7,038
    )Total stockholders equity
    
    
    56,670
    
    
    
    54,819TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    466,198
    
    
    $
    460,476
  3




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Three months endedSeptember 302009
    
    
    2008(Dollars in thousands,except per share data)INTEREST INCOMELoans, including fees
    
    $
    4,996
    
    
    $
    5,690Securities:Obligations of U.S. Government agencies and corporations
    
    
    601
    
    
    
    566Obligations of states and political subdivisions
    
    
    293
    
    
    
    200Other
    
    
    59
    
    
    
    61Interest on deposits in other banks
    
    
    5
    
    
    
    12Total interest income
    
    
    5,954
    
    
    
    6,529INTEREST EXPENSEDeposits
    
    
    1,207
    
    
    
    1,607Other borrowings
    
    
    351
    
    
    
    368Total interest expense
    
    
    1,558
    
    
    
    1,975Net interest income
    
    
    4,396
    
    
    
    4,554PROVISION FOR LOAN LOSSES
    
    
    1,250
    
    
    
    300Net interest income, after provision for
loan losses
    
    
    3,146
    
    
    
    4,254NON-INTEREST INCOMEGain on sale of loans
    
    
    35
    
    
    
    Trust income
    
    
    226
    
    
    
    231Service charges on deposit accounts
    
    
    394
    
    
    
    396Gain on sale of securities
    
    
    
    
    
    
    16Other
    
    
    189
    
    
    
    232Total non-interest income
    
    
    844
    
    
    
    875NON-INTEREST EXPENSESSalaries, wages, and employee benefits
    
    
    1,867
    
    
    
    1,892Occupancy of premises
    
    
    203
    
    
    
    212Amortization of core deposit intangible asset
    
    
    15
    
    
    
    14Other operating
    
    
    1,499
    
    
    
    1,237Total non-interest expenses
    
    
    3,584
    
    
    
    3,355Income before federal income taxes
    
    
    406
    
    
    
    1,774FEDERAL INCOME TAXES
    
    
    35
    
    
    
    519NET INCOME
    
    $
    371
    
    
    $
    1,255Net income per share, based on 1,720,330 shares in 2009 and 1,725,996 shares in 2008
    
    $
    0.22
    
    
    $
    0.73Dividends declared per share
    
    $
    0.32
    
    
    $
    0.32
  4




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Nine months endedSeptember 302009
    
    
    2008(Dollars in thousands,except per share data)INTEREST INCOMELoans, including fees
    
    $
    15,405
    
    
    $
    17,168Securities:Obligations of U.S. Government agencies and corporations
    
    
    1,652
    
    
    
    1,486Obligations of states and political subdivisions
    
    
    736
    
    
    
    606Other
    
    
    167
    
    
    
    178Federal funds sold
    
    
    
    
    
    
    71Interest on deposits in other banks
    
    
    21
    
    
    
    73Total interest income
    
    
    17,981
    
    
    
    19,582INTEREST EXPENSEDeposits
    
    
    3,725
    
    
    
    5,325Other borrowings
    
    
    1,080
    
    
    
    1,040Total interest expense
    
    
    4,805
    
    
    
    6,365Net interest income
    
    
    13,176
    
    
    
    13,217PROVISION FOR LOAN LOSSES
    
    
    2,350
    
    
    
    1,150Net interest income, after provision for
loan losses
    
    
    10,826
    
    
    
    12,067NON-INTEREST INCOMEGain on sale of loans
    
    
    269
    
    
    
    Trust income
    
    
    676
    
    
    
    655Service charges on deposit accounts
    
    
    1,105
    
    
    
    1,161Gain on sale of securities
    
    
    
    
    
    
    16Other
    
    
    676
    
    
    
    736Total non-interest income
    
    
    2,726
    
    
    
    2,568NON-INTEREST EXPENSESSalaries, wages, and employee benefits
    
    
    5,724
    
    
    
    5,612Occupancy of premises
    
    
    634
    
    
    
    675Amortization of core deposit intangible asset
    
    
    43
    
    
    
    43Other operating
    
    
    4,392
    
    
    
    3,753Total non-interest expenses
    
    
    10,793
    
    
    
    10,083Income before federal income taxes
    
    
    2,759
    
    
    
    4,552FEDERAL INCOME TAXES
    
    
    644
    
    
    
    1,290NET INCOME
    
    $
    2,115
    
    
    $
    3,262Net income per share, based on 1,720,438 shares in 2009 and 1,736,273 shares in 2008
    
    $
    1.23
    
    
    $
    1.88Dividends declared per share
    
    $
    0.96
    
    
    $
    0.96
  5




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Three months endedSeptember 302009
    
    
    2008(Dollars in thousands,except per share data)BALANCE AT BEGINNING OF PERIOD
    
    $
    55,689
    
    
    $
    53,599Comprehensive Income:Net income
    
    
    371
    
    
    
    1,255Change in net unrealized gain (loss) on securities
available-for-sale,
net of reclassification adjustments and related income taxes
    
    
    1,160
    
    
    
    (184
    )Total comprehensive income
    
    
    1,531
    
    
    
    1,071Purchase of 7,254 shares in 2008
    
    
    
    
    
    
    (199
    )Cash dividends declared, $.32 per share in 2009 and 2008
    
    
    (550
    )
    
    
    (551
    )BALANCE AT END OF PERIOD
    
    $
    56,670
    
    
    $
    53,920
 Nine months endedSeptember 302009
    
    
    2008(Dollars in thousands,except per share data)BALANCE AT BEGINNING OF PERIOD
    
    $
    54,819
    
    
    $
    53,288Cumulative effect of change in accounting principle, net of tax
    
    
    
    
    
    
    (149
    )Comprehensive Income:Net income
    
    
    2,115
    
    
    
    3,262Change in net unrealized gain (loss) on securities
available-for-sale,
net of reclassification adjustments and related income taxes
    
    
    1,401
    
    
    
    (84
    )Total comprehensive income
    
    
    3,516
    
    
    
    3,178Purchase of treasury shares, 528 shares in 2009 and 23,145 shares in 2008
    
    
    (13
    )
    
    
    (734
    )Cash dividends declared, $.96 per share in 2009 and 2008
    
    
    (1,652
    )
    
    
    (1,663
    )BALANCE AT END OF PERIOD
    
    $
    56,670
    
    
    $
    53,920
  6




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Nine months endedSeptember 302009
    
    
    2008(Dollars in thousands)NET CASH FLOW FROM OPERATING ACTIVITIES
    
    $
    4,664
    
    
    $
    4,761CASH FLOWS FROM INVESTING ACTIVITIESProceeds from maturities of securities
    
    
    17,000
    
    
    
    8,508Proceeds from sale of available-for-sale securities
    
    
    
    
    
    
    3,649Purchases of available-for-sale securities
    
    
    (37,237
    )
    
    
    (30,782
    )Net decrease in loans
    
    
    18,139
    
    
    
    1,473Additions to premises and equipment
    
    
    (631
    )
    
    
    (528
    )Proceeds from sale of property
    
    
    66
    
    
    
    Net cash from investing activities
    
    
    (2,663
    )
    
    
    (17,680
    )CASH FLOWS FROM FINANCING ACTIVITIESNet change in deposits
    
    
    8,740
    
    
    
    (9,900
    )Net change in federal funds purchased and securities sold under
repurchase agreements
    
    
    (2,917
    )
    
    
    1,972Net change in borrowed funds
    
    
    (2,000
    )
    
    
    10,000Cash dividends paid
    
    
    (1,653
    )
    
    
    (1,653
    )Purchase of treasury stock
    
    
    (13
    )
    
    
    (734
    )Payment of deferred compensation
    
    
    (498
    )
    
    
    (50
    )Net cash from financing activities
    
    
    1,659
    
    
    
    (365
    )NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    3,660
    
    
    
    (13,284
    )CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    10,132
    
    
    
    25,349CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    13,792
    
    
    $
    12,065SUPPLEMENTAL DISCLOSURESCash paid during the year for:Interest
    
    $
    5,474
    
    
    $
    6,347Federal income taxes
    
    $
    915
    
    
    $
    1,440NON-CASH INVESTING ACTIVITY:Change in net unrealized gain on
available-for-sale securities
    
    $
    2,123
    
    
    $
    152NON-CASH OPERATING AND INVESTING ACTIVITY:Transfer of loans to other real estate owned
    
    $
    227
    
    
    $
    117
  7




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CROGHAN BANCSHARES, INC.
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
 NOTE 1  CONSOLIDATED FINANCIAL STATEMENTS
    NOTE 2  NEW ACCOUNTING PRONOUCEMENTS
  Level 1
    
    Quoted prices in active markets for identical assets or liabilities.Level 2
    
    Observable inputs other than Level 1 prices, such as quoted prices for
similar assets or liabilities; quoted prices in active markets that are not active; or
other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.Level 3
    
    Unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities.
  8




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Securities available for sale
   Impaired Loans
    9




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10




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September 30, 2009
    
    
    December 31, 2008Carrying
    
    
    Estimated fair
    
    
    Carrying
    
    
    Estimated fairamount
    
    
    value
    
    
    amount
    
    
    value(Dollars in thousands)FINANCIAL ASSETSCash and cash equivalents
    
    $
    13,792
    
    
    $
    13,792
    
    
    $
    10,132
    
    
    $
    10,132Securities
    
    
    95,162
    
    
    
    95,192
    
    
    
    72,981
    
    
    
    72,989Loans, net
    
    
    325,425
    
    
    
    327,948
    
    
    
    346,146
    
    
    
    354,065Total
    
    $
    434,379
    
    
    $
    436,932
    
    
    $
    429,259
    
    
    $
    437,186FINANCIAL LIABILITIESDeposits
    
    $
    353,817
    
    
    $
    355,506
    
    
    $
    345,077
    
    
    $
    346,575Federal funds purchased and
securities sold under
repurchase agreements
    
    
    14,434
    
    
    
    14,441
    
    
    
    17,351
    
    
    
    16,575Federal Home Loan Bank
borrowings
    
    
    37,500
    
    
    
    39,651
    
    
    
    39,500
    
    
    
    41,036Total
    
    $
    405,751
    
    
    $
    409,598
    
    
    $
    401,928
    
    
    $
    404,186
    Cash and cash equivalents:
  11




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Securities:
  Loans:
  Deposit liabilities:
  Other financial instruments:
    12




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NOTE 3  SECURITIES
  September 30, 2009
    
    
    December 31, 2008Amortized
    
    
    Fair
    
    
    Amortized
    
    
    Faircost
    
    
    value
    
    
    cost
    
    
    valueObligations of U.S. Government
agencies and corporations
    
    $
    54,303
    
    
    $
    55,554
    
    
    $
    45,928
    
    
    $
    46,481Obligations of states and
political subdivisions
    
    
    33,442
    
    
    
    35,027
    
    
    
    21,757
    
    
    
    21,917Other
    
    
    350
    
    
    
    350
    
    
    
    350
    
    
    
    350Total available-for-sale
    
    
    88,095
    
    
    
    90,931
    
    
    
    68,035
    
    
    
    68,748Held-to-maturity  corporate
debt obligation
    
    
    502
    
    
    
    532
    
    
    
    504
    
    
    
    512Restricted stock
    
    
    3,729
    
    
    
    3,729
    
    
    
    3,729
    
    
    
    3,729Total
    
    $
    92,326
    
    
    $
    95,192
    
    
    $
    72,268
    
    
    $
    72,989
  September 30, 2009
    
    
    December 31, 2008Gross
    
    
    Gross
    
    
    Gross
    
    
    Grossunrealized gains
    
    
    unrealized losses
    
    
    unrealized gains
    
    
    unrealized lossesObligations of U.S. Government
agencies and corporations
    
    $
    1,291
    
    
    $
    40
    
    
    $
    588
    
    
    $
    35Obligations of states and
political subdivisions
    
    
    1,595
    
    
    
    10
    
    
    
    440
    
    
    
    280Total available-for-sale
    
    
    2,886
    
    
    
    50
    
    
    
    1,028
    
    
    
    315Held-to-maturity  corporate
debt obligation
    
    
    30
    
    
    
    
    
    
    
    8
    
    
    
    Total
    
    $
    2,916
    
    
    $
    50
    
    
    $
    1,036
    
    
    $
    315
 13




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NOTE 4  OTHER COMPREHENSIVE INCOME
  2009
    
    
    2008Unrealized gains on available-for-sale securities
    
    $
    2,836
    
    
    $
    111Reclassification adjustment for securities gains
realized in income
    
    
    
    
    
    
    Net unrealized gains
    
    
    2,836
    
    
    
    111Tax effect
    
    
    964
    
    
    
    38Net-of-tax amount
    
    $
    1,872
    
    
    $
    73
 14




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PERFORMANCE SUMMARY
   FINANCIAL POSITION
  15




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NET INTEREST INCOME
  16




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PROVISION FOR LOAN LOSSES AND THE ALLOWANCE FOR LOAN LOSSES
   Nine months ended
    
    Nine months endedSeptember 30, 2009
    
    September 30, 2008(Dollars in thousands)Provision for loan losses charged to expense
    
    $
    2,350
    
    
    $
    1,150Net loan charge-offs
    
    
    1,001
    
    
    
    1,202Annualized net loan charge-offs as a percent
of average outstanding loans
    
    
    .40
    %
    
    
    .47
    %
  September 30, 2009
    
    
    December 31, 2008(Dollars in thousands)Nonaccrual loans
    
    $
    6,401
    
    
    $
    1,845Loans contractually past due 90 days or more
and still accruing interest
    
    
    63
    
    
    
    334Restructured loans
    
    
    
    
    
    
    Potential problem loans, other than those past due
90 days or more, nonaccrual, or restructured
    
    
    12,555
    
    
    
    13,140Total potential problem and non-performing loans
    
    $
    19,019
    
    
    $
    15,319Allowance for loan losses
    
    $
    4,636
    
    
    $
    3,287Allowance for loan losses as a percent
of period-end loans
    
    
    1.40
    %
    
    
    .94
    %
   17




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September 30,
    
    
    December 31,2009
    
    
    2008(Dollars in thousands)Potential problem loans not currently past due
    
    $
    9,855
    
    
    $
    10,139Potential problem loans past due one day or more but less than 10 days
    
    
    337
    
    
    
    2,193Potential problem loans past due 10 days or more but less than 30 days
    
    
    1,911
    
    
    
    487Potential problem loans past due 30 days or more but less than 60 days
    
    
    367
    
    
    
    224Potential problem loans past due 60 days or more but less than 90 days
    
    
    85
    
    
    
    97Total potential problem loans
    
    $
    12,555
    
    
    $
    13,140
   September 30,
    
    
    December 31,2009
    
    
    2008(Dollars in thousands)Collateralized by an interest in real property
    
    $
    12,385
    
    
    $
    12,381Collateralized by an interest in assets other than real property
    
    
    164
    
    
    
    747Unsecured
    
    
    6
    
    
    
    12Total potential problem loans
    
    $
    12,555
    
    
    $
    13,140
 18




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NON-INTEREST INCOME
  NON-INTEREST EXPENSES
    19




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FEDERAL INCOME TAX EXPENSE
  LIQUIDITY AND CAPITAL RESOURCES
     
   20




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EVALUATION OF CONTROLS AND PROCEDURES
  (a)
    
    information required to be disclosed by the Corporation in this Quarterly Report on Form 10-Q
and the other reports which the Corporation files or submits under the Exchange Act would be
accumulated and communicated to the Corporations management, including its principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure;(b)
    
    information required to be disclosed by the Corporation in this Quarterly Report on Form 10-Q
and the other reports which the Corporation files or submits under the Exchange Act would be
recorded, processed, summarized, and reported within the time periods specified in the SECs rules
and forms; and(c)
    
    the Corporations disclosure controls and procedures were effective as of the end of the period
covered by this Quarterly Report on Form 10-Q.
 CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  21




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INCREASES IN FDIC INSURANCE PREMIUMS MAY NEGATIVELY AFFECT PROFITABILITY.
    U.S. AND INTERNATIONAL CREDIT MARKETS AND ECONOMIC CONDITIONS AS WELL AS THE GOVERNMENTAL RESPONSE
TO THOSE MARKETS AND CONDITIONS COULD ADVERSELY AFFECT LIQUIDITY AND FINANCIAL CONDITION.
  22




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(a)
    
    Not applicable(b)
    
    Not applicable(c)
    
    The table below includes certain information regarding Croghans repurchase of its common shares during the quarterly period ended September 30, 2009:
 Total Number of
    
    Maximum NumberShares Purchased
    
    of Shares that MayTotal Number
    
    Average
    
    as Part of Publicly
    
    Yet Be Purchasedof Shares
    
    Price Paid
    
    Announced Plans
    
    Under the PlansPeriod
    
    Purchased
    
    per Share
    
    or Programs
    
    or Programs (1)07/01/09

through 

07/31/09
    
    None
    
    None
    
    None
    
    
    85,51508/01/09

through

08/31/09
    
    None
    
    None
    
    None
    
    
    86,01609/01/09

through 

09/30/09
    
    None
    
    None
    
    None
    
    
    86,016
 
 (1)
    
    An extension of Croghans stock repurchase program commencing February 1, 2009 and ending
August 1, 2009 was announced on January 30, 2009, in which up to 86,043 shares may be
repurchased (with 528 shares purchased on February 26, 2009). Another extension of Croghans
stock repurchase program was approved on July 14, 2009, in which up to 86,016 shares could be
repurchased from August 1, 2009 to February 1, 2010. 23




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##### Table of Contents



ExhibitNumber
    
    Description and Exhibit Location3.1(a)
    
    Amended Articles of Incorporation of Croghan Bancshares, Inc.
(incorporated herein by reference to Exhibit 3(i) to the
Registrants Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 (File No. 0-20159))3.1(b)
    
    Certificate of Amendment to Articles of Incorporation of Croghan
Bancshares, Inc. as filed with the Ohio Secretary of State on May
12, 2006 (incorporated herein by reference to Exhibit 3.1(b) to
the Registrants Annual Report on Form 10-K for the fiscal year
ended December 31, 2007 (File No. 0-20159))3.2
    
    Amended Code of Regulations of Croghan Bancshares, Inc.
(incorporated herein by reference to Exhibit 3(ii) to the
Registrants Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000 (File No. 0-20159))31.1
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Executive
Officer (included with this filing)31.2
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Financial
Officer (included with this filing)32
    
    Section 1350 Certification  Principal Executive Officer and
Principal Financial Officer (included with this filing)
 24




---



##### Table of Contents



CROGHAN BANCSHARES, INC.RegistrantDate:         October 30, 2009
    By:
    /s/  Steven C. FutrellSteven C. Futrell, President and CEO(Principal Executive Officer)Date:         October 30, 2009
    By:
    /s/  Kendall W. RiemanKendall W. Rieman, Treasurer(Principal Financial Officer) 25




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##### Table of Contents



ExhibitNumber
    
    Description
    
    Location3.1(a)
    
    Amended Articles of
Incorporation of Croghan
Bancshares, Inc.
    
    Incorporated herein by reference
to Exhibit 3(i) to the
Registrants Quarterly Report on
Form 10-Q for the quarterly
period ended June 30, 1997 (File
No. 0-20159)3.1(b)
    
    Certificate of Amendment to
Articles of Incorporation
of Croghan Bancshares, Inc.
as filed with the Ohio
Secretary of State on May
12, 2006
    
    Incorporated herein by reference
to Exhibit 3.1(b) to the
Registrants Annual Report on
Form 10-K for the fiscal year
ended December 31, 2007 (File
No. 0-20159)3.2
    
    Amended Code of Regulations
of Croghan Bancshares, Inc.
    
    Incorporated herein by reference
to Exhibit 3(ii) to the
Registrants Quarterly Report on
Form 10-Q for the quarterly
period ended June 30, 2000 (File
No. 0-20159)31.1
    
    Rule 13a-14(a)/15d-14(a)
Certification  Principal
Executive Officer
    
    Included with this filing31.2
    
    Rule 13a-14(a)/15d-14(a)
Certification  Principal
Financial Officer
    
    Included with this filing32
    
    Section 1350 Certification
 Principal Executive
Officer and Principal
Financial Officer
    
    Included with this filing
 26