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

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 10. Directors and Executive Officers of the Registrant

The information to be set forth under the captions "Election of Directors" and "Executive Officers" in the Company’s definitive proxy statement to be filed within 120 days after the close of the fiscal year end in connection with the May 12, 1998, annual shareholders’ meeting is incorporated herein by reference.

Item 11. Executive Compensation

The information appearing under the caption "Executive Officers--Executive Cash Compensation" in the Company’s definitive proxy statement to be filed within 120 days after the close of the fiscal year end in connection with the May 12, 1998, annual shareholders’ meeting is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information appearing under the caption "Principal Shareholders" in the Company’s definitive proxy statement to be filed within 120 days after the close of the fiscal year end in connection with the May 12, 1998, annual shareholders’ meeting is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

The information appearing under the caption "Transactions with Affiliates" (if any such captioned information is included) in the Company’s definitive proxy statement to be filed within 120 days after the close of the fiscal year end in connection with the May 12, 1998, annual shareholders’ meeting is incorporated herein by reference.

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