UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


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


Date of Report (Date of earliest event reported): October 23, 2003



PROVIDENT FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction
of incorporation)
000-28304
(File number)
33-0704889
(I.R.S. Employer
Identification No.)
 
 
 3756 Central Avenue, Riverside, California      
      (Address of principal executive office)
92506
(Zip Code)


Registrant's telephone number, including area code:  (909) 686-6060

 

                                                                                       
(Former name or former address, if changed since last report)


 

<PAGE>

 

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

        (c)    Exhibit

                    99.1     Press Release of Provident Financial Holdings, Inc. on October 23, 2003.

Item 9. Regulation FD Disclosure

On October 23, 2003, Provident Financial Holdings, Inc. issued its earnings release for the first quarter ended September 30, 2003. A copy of the earnings release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information being furnished under this "Item 9. Regulation FD Disclosure" is intended to be furnished under "Item 12. Disclosure of Results of Operations and Financial Condition."

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 23, 2003                           Provident Financial Holdings, Inc.

 

                                                                /s/ Craig G. Blunden                               

                                                                Craig G. Blunden
                                                                Chairman, President and Chief Executive Officer
                                                                (Principal Executive Officer)


                                                                /s/ Donavon P. Ternes                             

                                                                Donavon P. Ternes
                                                                Chief Financial Officer
                                                                (Principal Financial and Accounting Officer)

 

<PAGE>

Exhibit 99.1

Press Release of Provident Financial Holdings, Inc. on October 23, 2003

 

<PAGE>

3756 Central Avenue                                                                               Contacts:
Riverside, CA 92506                                                                               
Craig G. Blunden, CEO
(909) 686 - 6060                                                                                       
Donavon P. Ternes, CFO

 

PROVIDENT FINANCIAL HOLDINGS, INC. REPORTS
SEVEN PERCENT INCREASE IN EARNINGS PER SHARE

Riverside, Calif. - Oct. 23, 2003 - Provident Financial Holdings, Inc. ("Company"), Nasdaq: PROV, the holding company for Provident Savings Bank, F.S.B. ("Bank"), today announced earnings for the first quarter of its fiscal year ending June 30, 2004.

        For the quarter ended September 30, 2003, the Company reported net income of $3.58 million, or 74 cents per diluted share (on 4.84 million average weighted shares outstanding), compared to net income of $3.69 million, or 69 cents per diluted share (on 5.34 million average weighted shares outstanding), in the comparable period a year ago. The decrease in average weighted shares outstanding reflects buyback programs that most recently included the repurchase of 247,400 shares of common stock in the quarter just ended.

        "As we had anticipated, our mortgage banking revenue declined during the quarter as a result of rising interest rates, although our community banking business did well during the quarter and continues to improve," said Craig G. Blunden, chairman, president and chief executive officer. "Moreover, we are pleased that despite slightly lower net income, implementation of sound capital management techniques - including a stock repurchase program - resulted in a seven percent increase in year-over-year diluted earnings per share."

        Return on average assets for the first quarter of fiscal 2004 was 1.18 percent, compared to 1.46 percent for the same period of fiscal 2003. Return on average

Page 1 of 12

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stockholders' equity for the first quarter of fiscal 2004 was 13.84 percent, compared to 14.25 percent in the comparable period of fiscal 2003.

        On a sequential quarter basis, net income for the first quarter of fiscal 2004 decreased $1.14 million, or 24 percent, from $4.72 million in the fourth quarter of fiscal 2003; and diluted earnings per share decreased 21 cents, or 22 percent, from 95 cents in the fourth quarter of fiscal 2003. Return on average assets decreased 36 basis points to 1.18 percent from 1.54 percent in the fourth quarter of fiscal 2003, while return on average equity decreased 435 basis points to 13.84 percent from 18.19 percent in the fourth quarter of fiscal 2003.

        Net interest income after provision for loan losses increased $1.51 million, or 22 percent, to $8.38 million in the first quarter of fiscal 2004 from $6.87 million for the same period in fiscal 2003. Non-interest income decreased $1.33 million to $4.73 million in the first quarter of fiscal 2004 from $6.06 million in the comparable period of fiscal 2003. Non-interest expense increased $270,000 to $6.97 million in the first quarter of fiscal 2004 from $6.70 million in the comparable period in fiscal 2003.

        The average balance of loans outstanding increased by $200.2 million to $872.9 million in the first quarter of fiscal 2004 from $672.7 million in the same quarter of fiscal 2003, while the average yield decreased by 110 basis points to 5.88 percent in the first quarter of fiscal 2004 from an average yield of 6.98 percent in the same quarter of fiscal 2003. The decrease in the average loan yield was due primarily to loan prepayments resulting from the decline in interest rates and new loans funded at yields below the loan portfolio yield. Total portfolio loan originations (including purchased loans) in the first quarter of fiscal 2004 were $176.6 million, which consisted primarily of single-family,

Page 2 of 12

<PAGE>

commercial real estate and construction loans. This compares to total portfolio loan originations (including purchased loans) of $129.3 million in the first quarter of fiscal 2003. The balance outstanding of "preferred loans" (multi-family, construction, commercial real estate and commercial business loans) increased by $36.0 million, or 21 percent, to $211.5 million at September 30, 2003 from $175.5 million at September 30, 2002. The ratio of preferred loans to portfolio loans fell to 27 percent at September 30, 2003 from 28 percent September 30, 2002. Loan prepayments in the first quarter of fiscal 2004 were $119.3 million, compared to $94.6 million in the same quarter of fiscal 2003.

        The average balance of deposits increased by $87.3 million to $772.4 million and the average cost of deposits decreased by 86 basis points to 1.76 percent in the first quarter of fiscal 2004, compared to an average balance of $685.1 million and an average cost of 2.62 percent in the same quarter last year. Total transaction account balances (core deposits) increased by $163.8 million, or 46 percent, to $517.5 million at September 30, 2003 from $353.7 million at September 30, 2002, while total time deposits decreased by $81.3 million, or 23 percent, to $273.4 million at September 30, 2003 from $354.7 million at September 30, 2002.

        The average balance of FHLB advances increased by $114.2 million to $313.8 million, and the average cost of advances decreased 215 basis points to 3.85 percent in the first quarter of fiscal 2004, compared to an average balance of $199.6 million and an average cost of 6.00 percent in the same quarter of fiscal 2003. The decrease in the average cost of FHLB advances was primarily the result of maturing advances with

Page 3 of 12

<PAGE>

higher costs replaced by new advances with lower costs and a higher utilization of overnight advances at significantly lower costs.

        The net interest margin during the first quarter of fiscal 2004 decreased 6 basis points to 2.88 percent, compared to 2.94 percent during the same quarter last year. On a sequential quarter basis, the net interest margin in the first quarter of fiscal 2004 decreased 3 basis points from 2.91 percent in the fourth quarter of fiscal 2003.

        During the first quarter of fiscal 2004, the Company had no provision for loan losses, compared to a provision of $200,000 during the same period of fiscal 2003. The allowance for loan losses is considered sufficient to absorb potential losses inherent in loans held for investment.

        The decrease in non-interest income in the first quarter of fiscal 2004 compared to the same period of fiscal 2003 was primarily the result of a decrease in the gain on sale of loans. The gain on sale of loans decreased by $956,000, or 23 percent, to $3.2 million, primarily attributable to a lower average loan sale margin (1.19 percent compared to 1.43 percent), which was partly offset by a higher volume of loans originated for sale ($342.9 million compared to $256.0 million).

        In the first quarter of fiscal 2004, the fair value adjustment of derivative financial instruments (Statement of Financial Accounting Standards (("SFAS")) No. 133) on the consolidated statement of operations was an unfavorable adjustment of $353,000 compared to a favorable adjustment of $286,000 in the same period last year. The fair value of the derivative financial instruments at September 30, 2003 was $379,000 compared to $1.0 million at September 30, 2002. The fair value adjustment for SFAS No. 133 is derived from changes in the market value of commitments to extend credit on

Page 4 of 12

<PAGE>

loans to be held for sale, including servicing released premiums (net of commitments which may not fund), forward loan sale agreements and option contracts. The SFAS No. 133 adjustment is relatively volatile and may have an adverse impact on future earnings.

        Non-interest expense for the first quarter of fiscal 2004 increased by $270,000 to $7.0 million, compared to $6.7 million for the same quarter in fiscal 2003. The increase in non-interest expense was primarily the result of costs associated with increased loan production volume. The Mortgage Banking Division incurred increased commissions and loan production incentives in the first quarter of fiscal 2004, which were $122,000 higher than in the same period in fiscal 2003.

        The Company's efficiency ratio for the first quarter of fiscal 2004 increased to 53 percent compared to 51 percent in the first quarter of 2003, a result of the decrease in non-interest income.

        Non-performing assets declined to $1.4 million, or 0.12 percent of total assets, at September 30, 2003, compared to $1.5 million, or 0.14 percent of total assets, at September 30, 2002. The allowance for loan losses was $7.2 million at September 30, 2003, or 0.91 percent of gross loans held for investment, compared to $6.8 million, or 1.07 percent of gross loans held for investment, at September 30, 2002.

        During the quarter ended September 30, 2003, the Company repurchased 247,400 shares of its common stock at an average price of $30.22 per share for a total cost of $7.48 million. Currently, there are 94,446 shares remaining under the existing 5 percent share repurchase authorization.

Page 5 of 12

<PAGE>

        The Bank currently operates 12 retail/business banking offices in Riverside County and San Bernardino County along with nine Provident Bank Mortgage loan production offices located throughout Southern California.

        The Company will host a conference call for institutional investors and bank analysts on Thursday, October 23, 2003 at 10:00 a.m. (Pacific Time) to discuss its financial results. The conference call can be accessed by dialing (888) 273-9891 and requesting the Provident Financial Holdings Earnings Release Conference Call. An audio replay of the conference call will be available through Thursday, October 30, 2003 by dialing (800) 475-6701 and referencing access code number 700636.

For more financial information about the Company please visit the website at www.myprovident.com and click on the Investor Relations section.

 

Safe-Harbor Statement

Certain matters in this News Release and the conference call noted above may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may relate to, among others, expectations of the business environment in which the Company operates, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding the Company's mission and vision. These forward-looking statements are based upon current management expectations, and may, therefore, involve risks and uncertainties. The Company's actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements due to a wide range of factors including, but not limited to, the general business environment, interest rates, the California real estate market, competitive conditions between banks and non-bank financial services providers, regulatory changes, and other risks detailed in the Company's reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended June 30, 2003.

Page 6 of 12

<PAGE>

 

PROVIDENT FINANCIAL HOLDINGS, INC.
Consolidated Statements of Financial Condition
(Unaudited - In Thousands)

 

September 30,
2003

 

June 30,
2003

   

Assets

         

   Cash

$     25,834

$      48,851

   Investment securities - held to maturity

         

     (fair value $53,606 and $77,210, respectively)

53,536

   

76,838

 

   Investment securities - available for sale at fair value

182,592

   

220,273

 

   Loans held for investment, net of allowance for loan losses of

         

     $7,213 and $7,218, respectively

787,996

   

744,219

 

   Loans held for sale, at lower of cost or market

5,698

   

4,247

 

   Receivable from sale of loans

55,332

   

114,902

 

   Accrued interest receivable

4,608

   

4,934

 

   Real estate held for investment, net

10,513

   

10,643

 

   Real estate owned, net

-

   

523

 

   Federal Home Loan Bank stock

21,227

   

20,974

 

   Premises and equipment, net

8,107

   

8,045

 

   Prepaid expenses and other assets

6,652

7,057

          Total assets

$ 1,162,095

   

$ 1,261,506

 
 

   

 

Liabilities and Stockholders' Equity

         

Liabilities:

         

   Non-interest bearing deposits

$     46,690

$     43,840

   Interest bearing deposits

744,251

   

710,266

 

          Total deposits

790,941

   

754,106

 
           

   Borrowings

243,931

   

367,938

 

   Accounts payable, accrued interest and other liabilities

24,785

   

32,584

 

          Total liabilities

1,059,657

   

1,154,628

 
           

Stockholders' equity:

         

   Preferred stock, $.01 par value; authorized 2,000,000 shares;
     none issued and outstanding .

-

-

   Common stock, $.01 par value; authorized 15,000,000 shares;
     issued 7,879,615 and 7,846,665 shares, respectively;
     outstanding 4,771,535 and 4,986,519 shares, respectively) .

79

78

   Additional paid-in capital

55,625

   

54,731

 

   Retained earnings

101,761

   

98,660

 

   Treasury stock at cost (3,108,080 and 2,860,146 shares,
     respectively)

(53,294

)

(45,801

)

   Unearned stock compensation

(2,315

)

(2,450

)

   Accumulated other comprehensive income, net of tax

582

   

1,660

 

          Total stockholders' equity

102,438

   

106,878

 
           

          Total liabilities and stockholders' equity

$ 1,162,095

   

$ 1,261,506

 

Page 7 of 12

<PAGE>

 

PROVIDENT FINANCIAL HOLDINGS, INC.
Consolidated Statements of Operations
(Dollars in Thousands, Except Earnings Per Share) (Unaudited)

 

Quarter Ended
September 30,

 
   

2003

 

2002

 

Interest income

       

   Loans receivable, net

$ 12,840

 

$ 11,734

 

   Investment securities

1,787

 

2,679

 

   FHLB stock

230

 

192

 

   Interest-earning deposits

4

 

6

 

   Total interest income

14,861

 

14,611

 
         

Interest expense

       

   Checking and money market accounts

365

 

436

 

   Savings accounts

1,241

 

931

 

   Time deposits

1,830

 

3,156

 

   Borrowings

3,042

3,017

   Total interest expense

6,478

 

7,540

 
         

Net interest income

8,383

 

7,071

 

Provision for loan losses

-

 

200

 

Net interest income after provision for loan losses

8,383

6,871

         

Non-interest income

       

   Loan servicing and other fees

523

 

489

 

   Gain on sale of loans, net

3,154

 

4,110

 

   Real estate operations, net

190

 

208

 

   Deposit account fees

480

 

443

 

   Gain on sale of investment securities

-

 

266

 

   Other

379

 

545

 

   Total non-interest income

4,726

6,061

         

Non-interest expense

       

   Salaries and employee benefits

4,581

 

4,277

 

   Premises and occupancy

655

 

617

 

   Equipment

395

 

490

 

   Professional expenses

158

 

167

 

   Sales and marketing expenses

230

 

232

 

   Other

946

 

912

 

   Total non-interest expense

6,965

 

6,695

 
         

Income before taxes

6,144

 

6,237

 

Provision for income taxes

2,563

 

2,543

 

   Net income

$ 3,581

 

$ 3,694

 
         

Basic earnings per share

$ 0.79

 

$ 0.74

 

Diluted earnings per share

$ 0.74

 

$ 0.69

 

Cash dividends per share

$ 0.10

 

$ 0.05

 

Page 8 of 12

<PAGE>

 

PROVIDENT FINANCIAL HOLDINGS, INC.
Consolidated Statement of Operations - Sequential Quarter
(Dollars in Thousands, Except Earnings Per Share) (Unaudited)

 

Quarter Ended

 

September 30,

 

June 30,

2003

 

2003

Interest income:

     

   Loans receivable, net

$ 12,840

 

$ 12,674

   Investment securities

1,787

 

2,165

   FHLB stock

230

 

216

   Interest-earning deposits

4

 

6

   Total interest income

14,861

 

15,061

       

Interest expense:

     

   Checking and money market accounts

365

 

377

   Savings accounts

1,241

 

1,158

   Time deposits

1,830

 

2,117

   Borrowings

3,042

3,041

   Total interest expense

6,478

 

6,693

       

Net interest income

8,383

 

8,368

Provision for loan losses

-

 

85

Net interest income after provision for loan losses

8,383

8,283

       

Non-interest income:

     

   Loan servicing and other fees

523

 

522

   Gain on sale of loans, net

3,154

 

5,247

   Real estate operations, net

190

 

201

   Deposit account fees

480

 

422

   Gain on sale of investment securities

-

 

-

   Other

379

 

382

   Total non-interest income

4,726

6,774

       

Non-interest expense:

     

   Salaries and employee benefits

4,581

 

4,571

   Premises and occupancy

655

 

620

   Equipment

395

 

456

   Professional expenses

158

 

201

   Sales and marketing expenses

230

 

249

   Other

946

 

1,060

   Total non-interest expense

6,965

 

7,157

       

Income before taxes

6,144

 

7,900

Provision for income taxes

2,563

 

3,182

   Net income

$ 3,581

 

$ 4,718

       

Basic earnings per share

$ 0.79

 

$ 1.02

Diluted earnings per share

$ 0.74

 

$ 0.95

Cash dividends per share

$ 0.10

 

$ 0.05

Page 9 of 12

<PAGE>

 

PROVIDENT FINANCIAL HOLDINGS, INC.
Financial Highlights
(Unaudited)

 

Quarter Ended
September 30,

 

2003

 

2002

SELECTED FINANCIAL RATIOS:

             

Return on average assets

1.18%

     

1.46%

   

Return on average stockholders' equity

13.84%

     

14.25%

   

Stockholders' equity to total assets

8.81%

     

9.20%

   

Net interest spread

2.74%

     

2.69%

   

Net interest margin

2.88%

     

2.94%

   

Efficiency ratio

53.13%

     

50.98%

   

Average interest-earning assets to average

             

   interest-bearing liabilities

107.01%

     

108.74%

   
               

SELECTED FINANCIAL DATA:

             

Basic earnings per share

$ 0.79

     

$ 0.74

   

Diluted earnings per share

$ 0.74

     

$ 0.69

   

Book value per share

$ 21.47

     

$ 19.36

   

Shares used for basic EPS computation

4,524,809

     

4,968,484

   

Shares used for diluted EPS computation

4,843,146

     

5,342,590

   

Total shares issued and outstanding

4,771,535

     

5,221,057

   
               

ASSET QUALITY RATIOS:

             

Non-performing loans to loans held for investment, net

0.18%

     

0.14%

   

Non-performing assets to total assets

0.12%

     

0.14%

   

Allowance for loan losses to non-performing loans

509.75%

     

766.82%

   

Allowance for loan losses to gross loans held for investments

0.91%

     

1.07%

   
               

REGULATORY CAPITAL RATIOS:

             

Tangible equity ratio

7.24%

     

7.38%

   

Tier 1 (core) capital ratio

7.24%

     

7.38%

   

Total risk-based capital ratio

13.02%

     

15.14%

   

Tier 1 risk-based capital ratio

12.02%

     

14.00%

   
               
 

As of September 30,

 

2003

 

2002

INVESTMENT SECURITIES:

Balance

 

Rate

 

Balance

 

Rate

Held to maturity:

             

U.S. government agency securities

$ 50,546

 

2.79%

 

$ 165,313

 

3.18%

U.S. government MBSs

7

 

13.57%

 

8

 

16.65%

Corporate bonds

2,783

 

7.07%

 

2,766

 

7.11%

Certificates of deposit

200

 

1.13%

 

-

 

-

Total investment securities held to maturity

53,536

 

3.02%

 

168,087

 

3.25%

               

Available for sale (at fair value):

             

U.S. government agency securities

26,445

 

2.67%

 

32,155

 

3.12%

U.S. government agency MBSs

138,084

 

4.09%

 

102,881

 

4.73%

Private issue CMOs

17,407

 

3.68%

 

-

 

-

Freddie Mac common stock

628

     

671

   

Fannie Mae common stock

28

     

23

   

Total investment securities available for sale

182,592

 

3.83%

 

135,730

 

4.32%

Total investment securities

$ 236,128

 

3.64%

 

$ 303,817

 

3.73%

 

Page 10 of 12

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PROVIDENT FINANCIAL HOLDINGS, INC.
Financial Highlights
(Unaudited)

 

As of September 30,

 

2003

 

2002

 

Balance

 

Rate

 

Balance

 

Rate

LOANS HELD FOR INVESTMENT :

             

Single-family (1 to 4 units)

$ 568,918

 

5.51%

 

$ 437,717

 

6.49%

Multi-family (5 or more units)

50,901

 

5.96%

 

36,834

 

6.55%

Commercial real estate

88,752

 

6.67%

 

74,848

 

7.20%

Construction

123,865

 

5.86%

 

96,620

 

6.98%

Commercial business

19,645

 

6.78%

 

24,195

 

7.67%

Consumer

7,731

 

7.68%

 

16,867

 

7.99%

Other

6,046

 

7.28%

 

3,864

 

8.02%

   Total loans held for investment

865,858

 

5.76%

 

690,945

 

6.73%

               

Undisbursed loan funds

(71,647

)

   

(56,960

)

 

Deferred loan costs (fees)

998

     

(210

)

 

Unearned discounts

-

     

(14

)

 

Allowance for loan losses

(7,213

)

   

(6,794

)

 

   Total loans held for investment, net

$  787,996

     

$  626,967

   
               

Purchased loans serviced by others included above

$    48,319

 

6.51%

 

$    36,543

 

7.25%

               

DEPOSITS :

             

Checking accounts - non-interest bearing

$    46,690

     

$    32,776

   

Checking accounts - interest bearing

100,230

 

0.77%

 

92,863

 

0.79%

Savings accounts

325,243

 

1.60%

 

179,140

 

2.01%

Money market accounts

45,354

 

1.38%

 

48,929

 

1.51%

Time deposits

273,424

 

2.51%

 

354,652

 

3.51%

   Total deposits

$ 790,941

 

1.70%

 

$ 708,360

 

2.47%

               

BORROWINGS:

             

Overnight

$            -

 

-

 

$   63,000

 

2.01%

Six month or less

18,031

 

5.78%

 

24,500

 

6.22%

Over six months to one year

15,000

 

6.01%

 

2,000

 

7.45%

Over one year to two years

15,000

 

6.03%

 

33,031

 

5.88%

Over two years to three years

37,000

 

3.41%

 

15,000

 

6.03%

Over three years to four years

35,000

 

3.69%

 

10,000

 

5.51%

Over four years to five years

37,000

 

3.82%

 

35,000

 

3.69%

Over five years

86,900

 

5.26%

 

79,928

 

5.63%

   Total borrowings

$ 243,931

 

4.67%

 

$ 262,459

 

4.62%

               

Note: The interest rate or yield/cost described in the rate or yield/cost column is the weighted-average interest rate or yield/cost of all instruments, which are included in the balance of the respective line item.

Page 11 of 12

<PAGE>

 

PROVIDENT FINANCIAL HOLDINGS, INC.
Financial Highlights
(Unaudited)

 

Quarter Ended

 
 

September 30,

 
 

2003

 

2002

 

SELECTED AVERAGE BALANCE SHEETS:

Balance

 

Balance

 
         

Loans receivable, net (1)

$   872,944

 

$ 672,666

 

Investment securities

267,192

 

275,430

 

FHLB stock

21,079

 

12,425

 

Interest earning deposits

1,144

 

1,532

 

Total interest earning assets

$1,162,359

 

$ 962,053

 
         

Deposits

$   772,405

 

$ 685,092

 

Borrowings

313,797

 

199,646

 

Total interest bearing liabilities

$1,086,202

 

$ 884,738

 
         
 

Quarter Ended

 
 

September 30,

 
 

2003

 

2002

 
 

Yield/Cost

 

Yield/Cost

 
         

Loans receivable, net (1)

5.88%

 

6.98%

 

Investment securities

2.68%

 

3.89%

 

FHLB stock

4.36%

 

6.18%

 

Interest earning deposits

1.40%

 

1.57%

 

Total interest earning assets

5.11%

 

6.07%

 
         

Deposits

1.76%

 

2.62%

 

Borrowings

3.85%

 

6.00%

 

Total interest bearing liabilities

2.37%

 

3.38%

 

 (1)    Includes loans held for sale.

Note: The interest rate or yield/cost described in the rate or yield/cost column is the weighted-average interest rate or yield/cost of all instruments, which are included in the balance of the respective line item.

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