================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1943 For the transition period from _______ to ________ Commission File No. 0-9092 CHENIERE ENERGY, INC. (Exact name as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 95-4352386 (I. R. S. Identification No.) 1200 Smith Street, Suite 1710 Houston, Texas (Address or principal place of business) 77002-4312 (Zip Code) (713) 659-1361 (Registrant's telephone number, including area code) 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 [ ]. As of January 10, 1997, there were 11,942,515 shares of Cheniere Energy, Inc. Common Stock, $.003 par value, issued and outstanding. ================================================================================ CHENIERE ENERGY, INC. INDEX TO FORM 10-Q Page ---- Part I. Financial Information Item 1. Consolidated Financial Statements.............................. 3 Consolidated Balance Sheets.................................. 3 Consolidated Statements of Operations........................ 4 Consolidated Statements of Stockholders' Equity.............. 5 Consolidated Statements of Cash Flows........................ 6 Notes to Consolidated Financial Statements........................ 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................................ 11 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K............................... 13 Signatures.................................................................. 14 2 CHENIERE ENERGY, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEET (UNAUDITED)
Nov. 30, 1996 Aug. 31, 1996 ------------- ------------- ASSETS CURRENT ASSETS Cash $ 324,550 $ 1,093,180 Prepaid Expenses And Other Current Assets 6,622 4,800 ----------- ----------- TOTAL CURRENT ASSETS 331,172 1,097,980 ----------- ----------- PROPERTY AND EQUIPMENT, NET 50,988 46,830 ----------- ----------- OTHER ASSETS Investment in 3-D Exploration Program 6,000,000 4,000,000 Security Deposit 500 500 ----------- ----------- TOTAL OTHER ASSETS 6,000,500 4,000,500 ----------- ----------- TOTAL ASSETS $ 6,382,660 $ 5,145,310 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable and Accrued Expenses $ 374,184 $ 292,894 Loans Payable 215,000 425,000 Advances for Issuance of Common Stock 384,985 - Advance from Officers 961 961 ----------- ----------- TOTAL LIABILITIES 975,130 718,855 ----------- ----------- STOCKHOLDERS' EQUITY Common Stock - $.003 Par Value Authorized 20,000,000 shares; 10,624,794 and 9,931,767 Issued and Outstanding at November 30, 1996 and August 31, 1996, respectively 31,875 29,795 Preferred Stock - Authorized 1,000,000 shares; None Issued and Outstanding - - Additional Paid-in-Capital 5,655,618 4,518,507 Deficit Accumulated During the Development Stage (279,963) (121,847) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 5,407,530 4,426,455 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,382,660 $ 5,145,310 =========== ===========
See Accompanying Notes to Financial Statements 3 CHENIERE ENERGY, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Three Months Ended Cumulative November 30, from Date of 1996 Inception ----------- ----------- Revenue $ - $ - ----------- ---------- General and Administrative Expenses 145,928 249,742 Interest Expense 13,689 33,522 ----------- ---------- 159,617 283,264 ----------- ---------- Loss from Operations Before Other Income ( 159,617) ( 283,264) Interest Income 1,501 3,301 ----------- ---------- Loss From Operations Before Income Taxes ( 158,116) ( 279,963) Provision for Income Taxes - - ----------- ---------- Net Loss $( 158,116) $( 279,963) =========== ========== Loss Per Share $( .015) $( .030) =========== ========== Weighted Average Number of Shares Outstanding 10,310,670 9,256,075 ========== =========
See Accompanying Notes to Financial Statements. 4 CHENIERE ENERGY, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Total Per ------------ Paid-in Retained Stockholders' Share Shares Par Value Capital Deficit Equity ------------ ------------ ---------------------- ------------ -------------- ------------ Sale of Founders Shares on April 9, 1996 $ 0.012 6,242,422 18,727 56,276 - 75,003 Sale of Shares on May 3, 1996 1.50 2,000,000 6,000 2,994,000 - 3,000,000 Issuance of Shares to an Employee on July 1, 1996 1.00 30,000 90 29,910 - 30,000 Issuance of Shares in Reorganization to Former Bexy Shareholders - 600,945 1,803 (1,803) - - Sale of Shares on July 30, 1996 2.00 50,000 150 99,850 - 100,000 Sale of Shares on August, 1 1996 2.00 508,400 1,525 1,015,275 - 1,016,800 Sale of Shares on August 30, 1996 2.00 500,000 1,500 998,500 - 1,000,000 Expenses Related to Offering - - - (686,251) - (686,251) Issuance of Warrants - - - 12,750 - 12,750 Net Loss - - - - (121,847) (121,847) ---------- ------- ---------- ------------- ---------- Balance-August 31, 1996 9,931,767 29,795 4,518,507 (121,847) 4,426,455 Sales of Shares on September 12, 1996 2.00 50,000 150 99,850 - 100,000 Sales of Shares on September 16, 1996 2.00 80,250 241 160,259 - 160,500 Conversion of Debt 2.00 105,000 315 209,685 - 210,000 Sale of Shares on October 30, 1996 2.25 457,777 1,374 1,028,627 - 1,030,001 Expenses Related to Offering - - - (367,760) - (367,760) Issuance of Warrants - - - 6,450 - 6,450 Net Loss - - - - (158,116) (158,116) ---------- ------- ---------- ------------- ---------- Balance - November 30, 1996 10,624,794 $31,875 $5,655,618 $ (279,963) $5,407,530 ========== ======= ========== ============= ==========
All of the Sales of Shares indicated above were made pursuant to private placement transactions. The accompanying notes are an integral part of this report. 5 CHENIERE ENERGY, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Cumulative Three Months Ended From Date of November 30, 1996 Inception ----------------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $( 158,116) $( 279,963) Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities: Depreciation 2,023 5,626 Compensation Paid in Common Stock - 30,000 (Increase) in Prepaid Expenses and Other Current Assets ( 1,822) ( 6,622) (Increase) in Security Deposit - ( 500) Increase in Accounts Payable and Accrued Expenses 81,290 374,194 Increase in Advance from Officers - 961 ----------- ----------- NET CASH USED BY OPERATING ACTIVITIES ( 76,625) 123,696 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of Furniture, Fixtures and Equipment ( 6,180) (56,623) Investment in 3-D Exploration Program (2,000,000) (6,000,000) ---------- ----------- NET CASH USED BY INVESTING ACTIVITIES (2,006,180) (6,056,623) ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Sale of Common Stock 1,290,500 6,482,303 Issuance of Warrants 6,450 19,200 Offering Costs ( 367,760) (1,054,011) Proceeds of Loan - 425,000 Advances for Issuance of Common Stock 384,985 384,985 ---------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 1,314,175 6,257,477 ---------- ----------- NET (DECREASE) INCREASE IN CASH ( 768,630) 324,550 CASH - BEGINNING 1,093,180 - ---------- ----------- CASH - NOVEMBER 30, 1996 $ 324,550 $ 324,550 ========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash Paid for Interest $ 8,570 $ 8,750 ========== =========== Cash Paid for Income Taxes $ - $ - ========== ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCIAL ACTIVITIES: Common stock totaling 105,000 shares was issued upon the conversion of $210,000 of debt. See Accompanying Notes to Financial Statements. 6 CHENIERE ENERGY, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOVEMBER 30, 1996 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING a) Basis of Presentation --------------------- The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Certain reclassifications have been made to the prior period to conform to the current period's presentation. For further information refer to the financial statements and footnotes included in the Registrant's Annual Report on form 10-K for the period ended August 31, 1996. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year ended August 31, 1997. The accompanying consolidated financial statements include the accounts of Cheniere Energy, Inc. ("The Company") and its 100% owned subsidiary, Cheniere Energy Operating Co., Inc. ("Cheniere Operating"). Accordingly, all references herein to Cheniere Energy, Inc. or the "Company" include the consolidated results of its subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. On July 3, 1996, Cheniere Energy, Inc. ("Cheniere"), formerly Bexy Communications, Inc., acquired all of the outstanding capital stock of Cheniere Energy Operating Co., Inc. ("Cheniere Operating"). For accounting purposes, this acquisition has been treated as a recapitalization of Cheniere Operating. The financial statements presented include only the accounts of Cheniere Operating since Cheniere Operating's inception (February 21, 1996). While Cheniere Operating did obtain a presence in the public market through the recapitalization, it did not succeed to the business or assets of Bexy. For this reason, the value of the shares issued to the former Bexy shareholders has been deemed to be de minimus and, accordingly, no value has been assigned to those shares. The Company is currently a development stage enterprise under the provisions of SFAS No. 7. The Company's future business will be in the field of oil and gas exploration and exploitation. b) Loss Per Share -------------- Loss per share is based on the weighted average number of shares of common stock outstanding during the period. c) Offering Costs -------------- Offering costs consist primarily of placement fees, professional fees and printing costs. These costs are charged against the proceeds of the sale of common stock in the periods in which they occur. NOTE 2 - WARRANTS The Company has issued and outstanding certain warrants described herein. The Company has issued and outstanding 141,666 and 2/3 warrants (collectively, the "June Warrants"), each of which entitles the registered holder thereof to purchase one share of Common Stock. The June Warrants are exercisable at any time on or before June 14, 1999, at an exercise price of $3.00 per share (subject to customary anti-dilution adjustments). The exercise price was determined at a 100% premium to the sale price of Cheniere Operating Stock by private placement during May, 1996. The June Warrants were originally issued by 7 CHENIERE ENERGY, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOVEMBER 30, 1996 Cheniere Operating and were converted to warrants of Cheniere following the Reorganization. The June Warrants were issued to a group of 11 investors in connection with a private placement of unsecured promissory notes. Pursuant to APB 14, the warrants issued have been valued at the differential rate between the initial interest rate (8%) and the estimated market rate (20%), applied to the principal balance. This value, $12,750, has been credited to additional paid-in capital. Effective September 14, 1996, the Company failed to pay all amounts due and payable under the Notes by the Maturity Date. Certain of the noteholders converted their notes into 105,000 shares of common stock. An individual note holder has purchased the promissory notes of the remaining note holders. As per the terms of the notes, the holder is also entitled to receive up to an aggregate of 21,500 additional warrants for each month, or partial month, any amounts remain due and payable after September 14, 1996, up to a maximum aggregate number of 86,000 such additional warrants. (See Note 6). Pursuant to APB 14, these additional warrants will be valued at the differential rate between the interest rate charged (13%) and the then estimated market rate (25%), applied to the principal balance for each month outstanding after September 14, 1996. This value, $6,450, has been credited to additional paid-in capital. In consideration of certain investment advisory and other services to the Company, pursuant to warrant agreements each dated as of August 21, 1996, the Company issued warrants to purchase 13,600 and 54,400 shares of Common Stock, (collectively the "Adviser Warrants"). The Adviser Warrants are exercisable at any time on or before May 15, 1999 at an exercise price of $3.00 per share (subject to customary anti-dilution adjustments). The exercise price represents the approximate market price of the underlying Common Stock at the time of the transaction. In connection with the July and August 1996 placement of 508,400 shares of Common Stock, the Company agreed to issue warrants to purchase 12,500 shares of Common Stock to one of two distributors who placed the shares. Such warrants are exercisable on or before the second anniversary of the sale of the shares of Common Stock at an exercise price of $3.125 per share (subject to customary anti- dilution adjustments). The exercise price represents the approximate market price of the underlying Common Stock at the time of the transaction. In late August 1996, the Company sold 100,000 units, each such unit consisting of 5 shares of Common Stock and a warrant to purchase one share of Common Stock. Each such warrant is exercisable on or before September 1, 1999 at an exercise price of $3.125 per share (subject to customary anti-dilution adjustments). The exercise price represents the approximate market price of the underlying Common Stock at the time of the transaction. The Warrants do not confer upon the holders thereof any voting or other rights of a stockholder of the Company. NOTE 3 - STOCK OPTIONS The Company has granted certain options to purchase shares of Common Stock to 2 executives. Such options aggregate 300,000 shares at an exercise price of $3.00 per share. The options vest and are exercisable as follows: 8 CHENIERE ENERGY, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOVEMBER 30, 1996 1) 75,000 options vest and become exercisable on June 1, 1997 and expire June 1, 2001. 2) 75,000 options vest and become exercisable on June 1, 1998 and expire June 1, 2001. 3) 150,000 options vest and become exercisable in equal annual installments of 25% each on the first through fourth anniversary of July 16, 1996 and expire July 16, 2001. In addition, the Company has granted options to the former President of the Company. The holder has the option to acquire 19,444 and 2/3 shares of Common Stock at an exercise price of $1.80 per share. The options expire November 11, 2003. The disclosure provisions of SFAS No. 123 do not have a material effect on the financial statements. NOTE 4 - COMMON STOCK RESERVED The Company has reserved 322,166 and 2/3 share of Common Stock for issuance upon the exercise of outstanding warrants. The Company has reserved 319,444 and 2/3 shares of Common Shares for insurance upon the exercise of outstanding options. NOTE 5 - COMMITMENTS AND CONTINGENCIES 1) The Company subleases its Houston, Texas headquarters from Zydeco under a month-to-month sublease. 2) On December 19, 1996, Cheniere Energy California, Inc. ("Cheniere California") was incorporated. Cheniere California is a 100% owned subsidiary of the Company. On December 20, 1996, Cheniere California signed a Purchase and Sale Agreement with Poseidon Petroleum, LLC ("Poseidon") to acquire Poseidon's 60% working interest in six undeveloped leases in the Bonito Unit of the Pacific Outer Continental Shelf (OCS) off Santa Barbara County, California. The combined working interest of the six leases are equal to a 47% working interest in the Bonito Unit, which includes a seventh lease that Poseidon has no interest in. Poseidon estimates that the net proved undeveloped reserves attributable to its interest are approximately 47 million barrels of oil equivalent. As payment for this interest, Poseidon will receive production payments aggregating $18,000,000 to be paid as three percent of the production revenue from the leases being assigned. Minimum prepayments from the annual production payment shall be made at the rate of $540,000 per year, payable in advance. Poseidon will receive the first minmum prepayment of $540,000 at closing. Poseidon has prepared a reserve report with respect to the leases which is subject to Cheniere California's acceptance. The principal amount of the production payment and the required minimum yearly payments are subject to adjustment based on the reserve report. Closing of the transaction is subject to the satisfaction of certain conditions by Poseidon and Cheniere California. 3) As of November 30, 1996, the Company has an investment of $6,000,000 in a joint exploration program. 9 CHENIERE ENERGY, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOVEMBER 30, 1996 Under the terms of the joint venture agreement, the Company is required to make additional monthly payments aggregating, at least, $7.5 million. The Company's potential participation in the joint exploration program could be significantly reduced in the event of a failure by the Company to make such required monthly payments when due. NOTE 6 - SUBSEQUENT EVENTS During the month of December 1996, the Company issued 1,317,721 shares of common stock for gross proceeds of $3,169,872. Proceeds received are intended to fund future commitments to the 3-D joint exploration program. Also, on December 14, 1996, the Company repaid the $215,000 loan payable and related accrued interest. Upon repaying the loan, the Company issued 64,500 warrants in accordance with the loan agreement. On December 19, 1996, Cheniere Energy California, Inc. ("Cheniere California") was incorporated. Cheniere California is a 100% owned subsidiary of the Company. As previously disclosed, Cheniere California signed a Purchase and Sale Agreement with Poseidon Petroleum, LLC ("Poseidon") to acquire Poseidon's 60% working interest in the Bonito Unit of the Pacific Outer Continental Shelf offshore Santa Barbara County, California. Cheniere California and Poseidon have mutually agreed to terminate the Purchase and Sale Agreement pursuant to the terms thereof, and that upon termination, neither party thereto shall have any liability thereunder. The Company has decided that it is in its best interests at this time to concentrate its resources on the 3-D Exploration Program. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following is a discussion of the Company's financial operations for the three month periods ended November 30, 1996 and 1995. The Company's accompanying unaudited financial statements and notes thereto and the consolidated financial statements included in the Company's Annual Report of Form 10-K for the year ended August 31, 1996 contain detailed information that should be referred to in conjunction with the following discussion. General. On July 3, 1996, the Company changed its name to Cheniere Energy, Inc. and its principal business became oil and gas exploration. The assets and liabilities relating to its former business were distributed to the previous shareholders as of that same date. The comparative financial results for the period ended November 30, 1995 relate to those discontinued operations. Private Placement of Common Shares. In September and October 1996, pursuant to Regulation D promulgated under the Securities Act of 1933 ("Regulation D"), the Company sold an aggregate of 352,472 shares of Common Stock to twelve "accredited investors" pursuant to Rule 506 of Regulation D and received proceeds of $760,500 net of placement fees from such sales. Information regarding the sales is set forth in the table below.
Date Shares Price Proceeds Fee/Commission Net Proceeds - ---- ------- ----- -------- -------------- ------------ 9/12 50,000 $2.00 $100,000 $0 $100,000 9/16 80,250 $2.00 $160,500 $0 $160,500 10/30 222,222 $2.25 $500,000 $0 $500,000 ------- -------- -- -------- 352,472 $760,500 $0 $760,500
In October 1996, pursuant to Regulation S promulgated under the Securities Act of 1933, the Company sold an aggregate of 235,555 shares of Common Stock to one offshore investor and received proceeds of $477,000 net of placement fees from such sales. Information regarding each sale is set forth in the table below. Date Shares Price Proceeds Fee/Commission Net Proceeds ---- ------ ----- -------- -------------- ------------ 10/30 235,555 $2.25 $530,000 $53,000 $477,000 The proceeds of the sales of Common Stock during September and October 1996 tabulated above, together with cash balances, were used to fund $2 million in payments to the 3-D Joint Venture. Amendment to Exploration Agreement. On November 27, 1996, the Company and Zydeco Exploration, Inc. amended the Exploration Agreement between the two entities relating to the 3-D Joint Venture whereby the schedule for payment of Seismic Funds defined by the Exploration Agreement and its amendments from Cheniere to Zydeco is suspended. The new amendment calls for Cheniere to furnish funds to maintain a $1,000,000 balance in the Seismic Fund account and for Cheniere to resume the payment schedule within thirty days of Zydeco's notification. The suspension of payment of Seismic Funds is intended to better align the payment schedule with Zydeco's need for such funds. Under the revised agreement, Cheniere 11 expects to fund an additional $7.5 million of Seismic Fund payments during the final three quarters of its fiscal year. Results of Operations; Three Months ended November 30, 1996 The Company's operating results for the three months ended November 30, 1996 reflect a loss of $158,116, or $0.015 per share, as there were no operating revenues. General and administrative expenses of $145,927 and interest expense of $13,689 were offset partially by interest income of $1,501. General and administrative expenses consisted primarily of the costs of salary, occupancy, office expense and insurance. Interest expense was incurred with respect to a short term promissory note that was repaid on December 14, 1996, and to the issuance of certain warrants during the period. Interest income was generated on the company's cash balances. Results of Operations - Period from Inception (February 21, 1996) to November 30, 1996 The Company's operating results for the period from inception (February 21, 1996) to November 30, 1996 reflect a loss of $297,963, or $0.030 per share, as there were no operating revenues. General and administrative expenses of $249,742 and interest expense of $33,522 were offset partially by interest income of $3,301. General and administrative expenses consisted primarily of the costs of salary, occupancy, office expense and insurance. Interest expense was incurred with respect to a short term promissory note that was repaid on December 14, 1996, and to the issuance of certain warrants during the period. Interest income was generated on the Company's cash balances. Liquidity and Capital Resources At November 30, 1996, total assets were $6,382,660 compared to $5,145,310 at August 31, 1996. The increase is due to primarily to an increase in additional paid-in capital of $1,137,111, from the sale of Common Stock. Current assets declined to $324,550 from $1,093,180 during the same period. Other assets reflect an increase in investment to $6 million from $4 million in the Joint Venture. This increase was funded primarily from equity proceeds and from cash balances. The Company's balance sheet reflected current assets of $331,172 and current liabilities of $975,130. Current liabilities included $384,985 representing funds advanced for the issuance of common stock and $215,000 representing a short term note due January 14, 1997 (see Notes 2 and 6, Notes to Consolidated Financial Statements). The Company has no long term liabilities. Other This document includes "forward looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Although the Company believes that the expectations reflected in such forward looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Certain risks and uncertainties inherent in the Company's business are set forth in the filings of the Company with the Securities and Exchange Commission. 12 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Each of the following exhibits is filed herewith: 10.12 --Fourth Amendment to the Exploration Agreement between FX Energy, Inc. (now known as Cheniere Energy Operating Co., Inc. ("Cheniere Operating") and Zydeco Exploration, Inc.* 27.1 --Financial Data Schedule - ------- * Previously Filed (b) There were no reports on Form 8-K filed for the three months ended November 30, 1996. 13 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. CHENIERE ENERGY, INC. /s/ William D. Forster ------------------------------------------- William D. Forster President and Chief Executive Officer Date: June 25, 1997 14