FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 1997

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Earnings Per Share

The Company has adopted SFAS No. 128, "Earnings per Share," which establishes new standards for computing and presenting earnings per share. Basic income per share has been computed using the weighted average number of common shares outstanding during the respective periods. Basic income per share has been retroactively restated in all periods presented to give recognition to the adoption of SFAS No. 128, as well as to give recognition to an equivalent change in capital structure as a result of a 10% stock dividend declared in October 1997 that resulted in an additional 1,494,606 shares being issued.

The calculation of diluted income per share assumes conversion of the Company’s Notes as of the beginning of the respective periods and the elimination of the related after-tax interest expense and assumes, as of the beginning of the period, exercise (using the treasury stock method) of stock options and warrants. Diluted income per share has also been retroactively restated for all periods presented to give effect to the adoption of SFAS No. 128 and the 10% stock dividend. For periods presented in which the Notes were outstanding, the original conversion price of $34.6875 was revised to $31.534 to reflect the October 1997 stock dividend declared.

The following is a reconciliation of the numerators and denominators used in the calculation of basic and diluted earnings per share for the years ended December 31, 1997, 1996, and 1995: